Written Consent & Resolutions
FAQs

What is the difference between a resolution and a written consent?

In general, a resolution is adopted at a meeting with such approval reflected in the minutes of the meeting and a written consent is adopted outside of a meeting and in writing. State law and a company’s governing documents will prescribe a process by which written consent may be obtained, if at all. Many companies find it expedient to obtain an approval in writing because it does not require calling a formal meeting.

Is the process for drafting a resolution different than drafting a written consent?

For the most part, no. The operative approval is the same—after all, regardless of the process by which approval is being obtained, the same transaction is being approved. The drafting differences between the two will be in the introduction to the document (notably a written consent will recite that it is in fact a written consent), written consents will generally contain written-consent specific general approvals (about signing in counterparts being permitted, for example) and of course a written consent will have a signature page.

Does PagerFox help draft resolutions or consents?

Both! We provide both options for corporations, limited liability companies and limited partnerships. We also set you up for success by providing guardrails around what each document looks like. For example, we don’t ask you if you want to include a general approval for signing in counterparts if there is only one signature on the document or if you are drafting a resolution (which doesn’t require a signature). Our goal is to give you choice on the things that you might care about without tripping you up by suggesting language that we know isn’t applicable.

How does the approval drafting tool work?

We’re used to seeing attorneys draft consents and resolutions by first trying to remember when they last drafted an approval similar to the one being drafted. Maybe that requires searching through folder after folder or maybe it even requires an email to a colleague for a sample. Then attorneys go through the task of substituting the client-specific information into the new draft (and Ctrl+F may not always be 100% effective) and thinking through how the present approval may need to be substantively different than the precedent. How many times have you accidentally missed changing precedent client-specific information by going through that process?

We’ve taken a different approach. We’ve considered the quirks of approving complex transactions. And we ask you questions about what sort of approvals you need. We designed the approval drafter to be fast and easy—for example, one of our original design goals was that you could use the approval drafter without a keyboard, so everything needed to be a clickable answer. We ask you a number of questions: depending on the approval, it’s probably somewhere between 20 and 30. Most are binary answers that are answerable in seconds. The result is a highly customized form document, downloadable in Microsoft Word, for you to use by filling in blanks for client or deal-specific information (like the approving entity’s name and the date of the approval).

How does PagerFox draft an approval? Does PagerFox use AI?

We’ve made an intentional decision not to use artificial intelligence in our approval drafter. Our view is that lawyers don’t trust AI (yet, maybe someday)—and we don’t trust AI in our practice either! So we have developed a propriety method to arrange thousands and thousands of text building blocks into an approval document. Those building blocks are drafted, arranged and tested by our team (without the use of AI) in order to give you a top quality product.

The result of this choice is that you can ask PagerFox to draft an approval using a specific set of inputs and get the same consent every time—of course, assuming that you are using the same inputs. It also means that we were able to make all of our approval documents use the same drafting pattern and styles. So when you draft a board consent and related stockholder consent, the two documents will fit together seamless and, maybe more importantly, visually look like they go together. You no longer need to worry about using two precedents that are clearly from different deals and then have to make the decision about whether it is worth the time and effort to make them consistent. We’ve done that work for you!

How long does it take to draft a resolution or consent?

Everyone works at their own speed. But when we use the product in our daily work, and depending on the complexity of what is being approved, we average about seven to ten minutes from the time that we log in to PagerFox until the time we send a complete draft to a more senior attorney or the client.

I have a lot of preferences about how my resolutions and consents are formatted. Can my documents be customized for those preferences?

We tried to give attorneys as much choice a possible when drafting their resolutions and consents. We let you choose the formatting for your defined terms (our preference is only bolded, but we know yours might not be!). You can also choose, among other things, whether you want half inch or one inch margins, where the date on a consent appears (at the top or next to signatures on the signature page) and even what format (bold, italics, etc.) the signature page footer is. Our view is that PagerFox should help attorneys draft the resolutions and consents that they want, not the resolutions and consents that we drafted one time as a sample.

How many different resolutions or consents can PagerFox draft?

We’re lawyers and engineers, not mathematicians! But WolframAlpha says that you can draft at least 270 octillion (which is 2.7 * 10 29 ) unique approval documents. In other words, you have a lot of options!