AA
Also add a board resolution for TargetCo Inc. for acknowledging new stockholder and bank signatories.
AA
Good. Don't include Johnson's release clause until we get the resignation letter.
P
ParkerProject Mgmt Agent
Officer/Incumbency Certificates needed for all three entities. Banking resolutions and signature cards should be updated within 2 business days to avoid frozen accounts.
P
ParkerProject Mgmt Agent
Corporate records still show Johnson as active director of SubCo Corp. Resignation letter not yet delivered. SubCo Corp. Stockholder Written Consent cannot be finalized until the resignation is tendered. No state filing is affected (NY DOS does not track individual directors). Recommend contacting BuyerCo counsel.
AA
@Parker when is the expected resignation date?
P
ParkerProject Mgmt Agent
No confirmed date. Created task: Confirm Johnson resignation, assigned to Astrid, deadline before SubCo Corp. consent.
AA
The appointment effective date in the TargetCo Inc. Stockholder Consent should be the day after closing, per SPA clause 4.3(b). Check the other documents for the same issue.
C
CooperClosing Agent
Appointment date updated in TargetCo Inc. Stockholder Consent. The same date appears in SubCo Corp. Stockholder Consent and SubCo LLC Member Consent. Updated all 3 documents.
C
CooperClosing Agent
Updated Documents
| Document | Entity | Body | Notes | Status | |
|---|---|---|---|---|---|
| TargetCo Inc. | Stockholders | Date updated, regenerated | |||
| TargetCo Inc. | Board | ||||
| SubCo Corp. | Stockholders | Johnson pending. Regenerated. | |||
| SubCo Corp. | Board | ||||
| SubCo LLC | Members | Date updated, regenerated |
Deterministic· Template engine
Changes applied and cascaded across 3 documents. 1 flag outstanding: Johnson release excluded pending resignation letter. Confirm final approval?
Saved· 5 resolution documents
Logged· Final document approval
C
CooperClosing Agent
All 5 resolution documents approved. 1 edit applied (appointment effective date), cascaded across 3 documents. 1 flag outstanding: Johnson release clause excluded pending resignation letter. Ready for partner review.
AA
For SubCo LLC in Texas, does the membership interest transfer require a separate assignment agreement?
A
AveryAssistant Agent
Under the Texas Business Organizations Code, LLC membership interests are transferred by assignment. However, since TargetCo Inc. remains the sole member of SubCo LLC (the stock purchase was at the parent level), no membership interest transfer occurred. The Operating Agreement governs manager changes, not a separate assignment. The Member Written Consent we drafted covers the manager removals and appointments.
0:07
Draft the email to Mark. Include a summary of all approved documents and flag the Johnson item as blocking for the SubCo Corp. consent. CC New York and Texas counsel on their filing items.
Voice transcription
C
CooperClosing Agent
Draft Email
To:Mark Adams <marius.ankum@vriman.com>
CC:L. Peters (NY counsel), H. Miller (TX counsel)
Subj:TargetCo Inc. Acquisition — Post-Closing Resolutions Ready for Review
Dear Mark,
The post-closing resolution documents for the TargetCo Inc. acquisition are ready for your review. All 5 documents have been reviewed and approved.
Documents:
- TargetCo Inc. Stockholder Written Consent (approved, appointment date changed to day after closing per SPA 4.3(b))
- TargetCo Inc. Board Resolution (approved)
- SubCo Corp. Stockholder Written Consent (approved, Johnson release clause excluded pending resignation letter)
- SubCo Corp. Board Resolution (approved)
- SubCo LLC Member Written Consent (approved)
Outstanding item: M. Johnson's resignation letter has not yet been delivered. Corporate records still show Johnson as active director of SubCo Corp. The SubCo Corp. Stockholder Written Consent cannot be finalized until the resignation is tendered. No state filing is affected. BuyerCo counsel is following up.
Immediate post-closing:
- Officer/Incumbency Certificates: May 6
- Banking resolutions: May 7 (avoid frozen accounts)
- D&O insurance notice: May 9
Periodic compliance (next cycle):
- DE Annual Franchise Tax (TargetCo Inc.): March 2027
- NY Biennial Statement (SubCo Corp.): next biennial cycle
- TX PIR (SubCo LLC): May 2027
The documents are available in SharePoint under the TargetCo matter folder.
targetco-inc-stockholder-consent.docxtargetco-inc-board-resolution.docxsubco-corp-stockholder-consent.docxsubco-corp-board-resolution.docxsubco-llc-member-consent.docx
TargetCo Inc. Acquisition
BuyerCo Inc. (PE fund) acquires 100% of TargetCo Inc. TargetCo owns SubCo Corp. (New York) and SubCo LLC (Texas). Closing completed, post-closing resolutions in progress.
acquisitionPost-Closing
Reference
VRI-2026-0047
Deal value
USD 45-55M (enterprise value)
Governing law
Delaware law
Dispute resolution
AAA Arbitration, Wilmington, DE
Engagement date
2025-11-15
Closing date
2026-05-05
Key Documents
Engagement Letter
2025-11-15
Stock Purchase Agreement
2026-04-27 · Final (executed)
DD Report
2026-04-07 · v3 (final)
Disclosure Letter
2026-04-26 · Final
Officer Certificate
2026-05-05
Closing Checklist
2026-05-05 · Final
Parties
Demo Team
MA
Mark Adams
partner
ES
Astrid Associate
senior associate
TV
Tyler Vaughn
junior
LG
Laura Gibson
paralegal
Key Dates
Closing date
2026-05-05complete
Post-closing resolutions due
2026-05-12active
Banking resolutions target
2026-05-07
Completion accounts due
2026-08-03