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Corporate · 6 min

Your cap table is a governance document

It records who owns the company. It also records, quietly, who can stop it from doing anything.

AO
Adaeze N. ObiManaging Partner — Startup & Corporate
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Founders maintain cap tables as ownership arithmetic. Investors read them as a map of consent rights. The second reading is the one that matters when you need a decision made quickly.

Find the blocking positions

Protective provisions attach to classes, not to percentages. A holder of 4% can hold a veto over a fundraise, a sale, or an option pool increase if their class was drafted that way. Map every consent right in the articles and shareholders' agreement against the register before you plan a transaction, not during one.

The question is never who owns the most. It is who has to say yes.

Keep the register, the articles, the option grants and the conversion instruments in one place and reconciled quarterly. Diligence failures at Series B are rarely dramatic; they are usually four unsigned board resolutions and an option grant nobody can locate.

AO
Adaeze N. Obi

Adaeze leads the firm's startup and corporate practice. She has papered more than 90 financings for Nigerian and pan-African companies, from pre-seed SAFEs to Series C, and advises boards on governance that holds up under investor scrutiny.

All writing by Adaeze
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