Computer-guided corporate governance with document generation and execution

• US 10,275,779 B2
• Filed: 06/06/2017
• Issued: 04/30/2019
• Est. Priority Date: 02/04/2014
• Status: Active Grant

• Current Assignee: FMR LLC
• Original Assignee: Shoobx Incorporated
• Inventors: Papa, Steven Paul, Furtado, Jason M., Richter, Stephan, Vance, Jordan
• Primary Examiner(s): Ruiz, Angelica
• Application Number:
  US15/615,221
• Publication Number:
  US 20170270537A1
• Time in Patent Office: 693 Days
• Field of Search: 707600-831, 707899, 707999001-999206
• CPC Class Codes: G06F 16/13 File access structures, e.g. distributed indices arrangements of input from, or output to, record carriers G06F3/06
• CPC Class Codes: G06F 16/3331 Query processing
• CPC Class Codes: G06F 16/353 into predefined classes
• CPC Class Codes: G06F 16/93 Document management systems
• CPC Class Codes: G06F 16/9535 Search customisation based on user profiles and personalisation
• CPC Class Codes: G06F 21/62 Protecting access to data via a platform, e.g. using keys or access control rules
• CPC Class Codes: G06F 40/166 Editing, e.g. inserting or deleting
• CPC Class Codes: G06Q 30/0185 Product, service or business identity fraud
• CPC Class Codes: G06Q 40/04 Trading; Exchange, e.g. stocks, commodities, derivatives or currency exchange

Abstract

A system for organizing, managing, and reporting data relating to a corporate entity, comprising; at least one database configured to store a document record relating to a corporate action, the document record further comprising a core record reflecting human-readable information for incorporation into the generated document and stored with the document record, the document record further comprising a set of tags stored with the document record; a business logic module, coupled to the at least one database; and at least one document template stored in the at least one database and comprising instructions for generating, at the business logic module, a document based on the core record with an initial set of tags, wherein a first tag of the set of tags is in a text format and associates a human-readable document type with the document record, thereby providing namespaced tagging and retrieval of document records.

Claims

1. A method for organizing, managing, and reporting data relating to a corporate entity using a computer document storage system, comprising:

creating a note purchase agreement (NPA) document for a bridge note financing for a corporate entity, using corporate representative information, investment information, a list of purchasers, and electronic approvals from a set of approvers stored in a computer system as associated core records and marking the NPA document as active;

creating an updated document of the NPA document for a purchaser not having signed the original NPA document;

soliciting electronic signatures from the purchaser not having signed the original NPA document for the updated document of the NPA document;

soliciting electronic signatures from each of the set of approvers for each updated document of the NPA document;

for the updated document, storing an updated closing date as a core record associated with the updated document of the NPA document in the at least one database once all electronic signatures of the updated document of the NPA document have been received; and

marking the NPA document as inactive and marking the updated document as active,

wherein the updated document is an updated note purchase agreement, and

wherein the core record for the updated document further comprises a provenance of the updated closing date for assessing the validity of the updated closing date at a given time, thereby reflecting a chain of documents that together reflect a canonical state of the corporate entity and a history of states of the corporate entity.

2. The method of claim 1, wherein the corporate representative information is information indicating that a set of users is capable of legally representing the corporate entity for purposes of creating the NPA document, the investment information is investment terms for a term sheet in connection with the NPA document, and the set of approvers is one or more stakeholders having rights to approve the NPA document.

3. The method of claim 1, further comprising creating the updated document using the corporate representative information, the investment information, the nonpublic solicitation verification, the purchaser, and the electronic approvals as associated core records.

4. The method of claim 1, further comprising soliciting electronic signatures from each of the set of approvers by email and cryptographically signing electronic signatures resulting from the solicitation.

5. The method of claim 1, further comprising marking the NPA document as inactive using a first tag;

marking the updated document as active using a second tag; and

storing the NPA document with the first tag and the updated document with the second tag in at least one database, wherein the first tag and the second tag are in a text format and associates a human-readable document active status with the document record.

6. The method of claim 1, further comprising retrieving active note purchase agreements for the corporate entity by searching for documents matching a type tag, thereby matching documents having inactive or active tags.

7. The method of claim 1, further comprising retrieving, from a database, a set of documents with an active status tag to determine a present state of the corporate entity.

8. The method of claim 1, further comprising receiving an initial request from a user to perform a create bridge note process for the bridge note financing for the corporate entity.

9. The method of claim 1, further comprising soliciting investment information from a user pertaining to the bridge note financing, and soliciting nonpublic solicitation verification from the user that the bridge note financing was not publicly solicited.

10. The method of claim 1, further comprising creating a term sheet document and a note form document using the corporate representative information, the investment information, a nonpublic solicitation verification, and the list of purchasers as associated core records.

11. The method of claim 1, further comprising, subsequent to receiving the electronic approvals, creating a NPA form document, a note document per purchaser, and a disclosure schedule document using the corporate representative information, the investment information, a nonpublic solicitation verification, the list of purchasers, and the electronic approvals as associated core records.

12. The method of claim 1, further comprising storing a closing date as a core record associated with each updated NPA document in at least one database once all electronic signatures for each updated NPA document have been received from the purchaser.

13. The method of claim 1, further comprising evaluating, based on the provenance of the core record for the updated document, whether the updating closing date originated as a manual entry or refers to another document based on another core record.

14. A computer document storage system for organizing, managing, and reporting convertible bridge note financing information relating to a corporate entity, comprising:

a processor for performing data storage and retrieval operations;

at least one database coupled to the processor and configured to store a document record and a plurality of core records, the document record being a note purchase agreement (NPA) document record, the core records stored with the NPA document record;

a business logic module, coupled to the at least one database; and

an NPA document template stored in the at least one database and comprising instructions for generating, at the business logic module, the NPA document record, the instructions which, when executed by the processor, performs steps comprising;

creating a note purchase agreement (NPA) document for a bridge note financing for a corporate entity, using corporate representative information, investment information, a list of purchasers, and electronic approvals from a set of approvers stored in a computer system as associated core records and marking the NPA document as active;

creating an updated document of the NPA document for a purchaser not having signed the original NPA document;

soliciting electronic signatures from the purchaser not having signed the original NPA document for the updated document of the NPA document;

soliciting electronic signatures from each of the set of approvers for each updated document of the NPA document;

for the updated document, storing an updated closing date as a core record associated with the updated document of the NPA document in the at least one database once all electronic signatures of the updated document of the NPA document have been received;

for the updated closing date of the updated document, storing a provenance of the updated closing date for assessing the validity of the updated closing date at a given time, thereby reflecting a chain of documents that together reflect a canonical state of the corporate entity and a history of states of the corporate entity; and

marking the NPA document as inactive and marking the updated document as active,

wherein the updated document is an updated note purchase agreement.

15. The system of claim 14, further comprising creating the updated document using the corporate representative information, the investment information, the nonpublic solicitation verification, the purchaser, and the electronic approvals as associated core records.

16. The system of claim 14, further comprising soliciting electronic signatures from each of the set of approvers by email and cryptographically signing electronic signatures resulting from the solicitation.

17. The system of claim 14, further comprising marking the NPA document as inactive using a first tag;

marking the updated document as active using a second tag; and

storing the NPA document with the first tag and the updated document with the second tag in at least one database, wherein the first tag and the second tag are in a text format and associates a human-readable document active status with the document record.

18. The system of claim 14, further comprising retrieving, from a database, a set of documents with an active status tag to determine a present state of the corporate entity.

19. The system of claim 14, further comprising soliciting investment information from a user pertaining to the bridge note financing, and soliciting nonpublic solicitation verification from the user that the bridge note financing was not publicly solicited.

20. The system of claim 14, further comprising creating a term sheet document and a note form document using the corporate representative information, the investment information, a nonpublic solicitation verification, and the list of purchasers as associated core records.

21. The system of claim 14, further comprising, subsequent to receiving the electronic approvals, creating a NPA form document, a note document per purchaser, and a disclosure schedule document using the corporate representative information, the investment information, a nonpublic solicitation verification, the list of purchasers, and the electronic approvals as associated core records.

22. The system of claim 14, the NPA document template further comprising instructions to perform:

evaluating, based on the provenance of the updated closing date, whether the updating closing date originated as a manual entry or refers to another document based on another core record.