Computer-guided corporate governance with document generation and execution

• US 9,286,403 B2
• Filed: 02/04/2015
• Issued: 03/15/2016
• Est. Priority Date: 02/04/2014
• Status: Active Grant

• Current Assignee: FMR LLC
• Original Assignee: Shoobx Incorporated
• Inventors: Papa, Steven Paul, Richter, Stephan, Furtado, Jason M
• Primary Examiner(s): Ruiz, Angelica
• Application Number:
  US14/614,227
• Publication Number:
  US 20150220649A1
• Time in Patent Office: 405 Days
• US Class Current: 1/1
• 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 corporate governance and for organizing, managing, and reporting data relating to a corporate entity is described. A database is configured to store a core record with a document record. A business logic module, coupled to the database, uses instructions in a document template for generating a document based on the core record, the core record further comprising a value reflecting human-readable information to be incorporated into the generated document, the core record further comprising a provenance of the value for allowing the business logic module to assess validity of the value at a given time by evaluating where the value was originated, the business logic module thereby enabling the system to verifiably generate documents that reflect a present state of the corporate entity.

Claims

1. A system for organizing, managing, and reporting data relating to a corporate entity, comprising:

at least one database configured to store a document record and a core record, the document record relating to a corporate action, the core record 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,

the core record further comprising a value reflecting human-readable information for incorporation into the generated document,

the core record further comprising a provenance of the value for allowing the business logic module to assess validity of the value at a given time by evaluating where the value was originated,

wherein the provenance of the value reflects either manual entry or refers to another document based on another core record, the value of the core record matching a value of the another core record, and the provenance reflecting a chain of documents that together reflect a canonical state of the corporate entity and a history of states of the corporate entity,

the business logic module thereby enabling the system to verifiably generate documents that reflect the canonical state of the corporate entity.

2. The system of claim 1, wherein the provenance is a source document object or an indication that the value was manually entered by a stakeholder.

3. The system of claim 1, further comprising a user interface coupled to the business logic module for displaying the generated document to a user for signature.

4. The system of claim 1, wherein the at least one database is configured to store an entity object, the entity object further comprising a set of entity records with each entity record of the set of entity records comprising a value and a provenance of the value, wherein at least one entity record of the set of entity records comprises a provenance that is the document object relating to the corporate action.

5. The system of claim 1, further comprising a plurality of processors coupled to a database over a network.

6. The system of claim 1, further comprising an authentication module and an electronic signature manager configured to insert signatures into generated documents.

7. The system of claim 1, further comprising a retrieval module configured to accept a signature unique identifier or quick response (QR) code related to a signature on a previously-executed document for retrieving the stored document.

8. The system of claim 1, further comprising a delegation manager configured to perform authorization to perform an action in the system using one or more of permissions, roles, principals or groups, and configured to permit principals to delegate a permission or role to another principal in the context of a particular entity, document, or process.

9. The system of claim 1, further comprising a user interface coupled to the business logic module, wherein the user interface is configured to display available stakeholder capabilities, the stakeholder capabilities enabling a user to modify an entity record through a process.

10. The system of claim 1, wherein the generated document may be a portable document format (PDF) document.

11. The system of claim 1, wherein the business logic module is configured to retrieve, for a given entity record, a prior-generated document storing a core record referenced by the given entity record and with an active status stored in a tag of the prior-generated document.

12. A method for organizing, managing, and reporting data relating to a corporate entity, comprising:

retrieving an entity record comprising a value and a lineage entry, the lineage entry comprising a value source, the value source referencing a first document;

retrieving a corporate action stored as a computer-readable process definition;

creating a core record for a second document based on at least one of the entity record, a stakeholder record, or manual input; and

generating the second document using the core record and a document template,

wherein the value source of the value references the first document, the value of the core record matches a value of another core record of the first document, and the core record for the second document reflects a chain of documents that together reflect a canonical state of the corporate entity and a history of states of the corporate entity.

13. The method of claim 12, further comprising:

retrieving a permissibility rule associated with a corporate action and an active stakeholder role; and

determining, based on the permissibility rule and the stakeholder role, whether a stakeholder is authorized to perform the corporate action.

14. The method of claim 12, further comprising:

storing an active document status with the second document; and

retrieving a set of documents that includes the second document in response to a query for all active documents,

thereby enabling a user to retrieve documents that reflect a present state of the entity.

15. The method of claim 12, further comprising:

retrieving an updated value from a new core record within the second document;

updating the entity record with the updated value; and

adding, to the entity record, a new lineage entry with a value source referencing the second document,

thereby preserving the first document without modification.

16. The method of claim 12, wherein the first document is a certificate of incorporation, and the first core record is a corporation name referenced in the certificate of incorporation.

17. The method of claim 12, wherein the second document is one of a board resolution, a shareholder consent, a shareholder communication, and a stock plan.

18. The method of claim 14, wherein the first document is a certificate of incorporation, and the second document is an amendment to the certificate of incorporation.

19. A system, comprising:

a processor for performing data storage and retrieval operations;

a database coupled to the processor; and

a storage medium comprising instructions which, when executed by the processor, performs steps comprising;

retrieving an entity record comprising a value and a lineage entry, the lineage entry comprising a value source, the value source referencing a first document;

retrieving a corporate action stored as a computer-readable process definition;

creating a core record for a second document based on at least one of the entity record, a stakeholder record, or manual input; and

generating the second document using the core record and a document template,

wherein the value source of the value references the first document, the value of the core record matches a value of another core record of the first document, and the core record for the second document reflects a chain of documents that together reflect a canonical state of the corporate entity and a history of states of the corporate entity.