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Consentra Governance

The vote was fine. Proving it took three weeks.

The four weeks between a record date and a certified outcome are the part of a meeting nobody writes software for. Entitlement is a waterfall, an over-vote is a governance failure with a date on it, and the evidence an inspector asks for is usually assembled afterwards from memory. Governance holds all three as data.

Private betaDesign partners only

The engine behind this module is written and exercised. What is not built is the enterprise half — assignment, approvals, execution and the audit trail — and it is being built with a small number of firms rather than for an imagined one.

ActionDesk is where the engineering and the selling go today. This is real, and it is next.

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What goes wrong

Entitlement is not a rounding problem.

It is a waterfall with four or five layers, each of which can disagree with the one above it, and the disagreement only surfaces when somebody tries to certify.

The register is not the holder

Omnibus positions, the depository nominee, and the beneficial holders behind them are three different answers to “who owns this”. Only one of them can vote, and it is not always the one that turns up.

The snapshot moves

A record-date position is a photograph of something still moving. Trades settling either side of it, and positions recalled from loan, change the answer after the photograph was taken.

Over-votes arrive late

More votes than shares is not an accounting error to be netted down quietly. It is an exception with a cause, and the cause has to be found before the outcome can be certified.

The evidence is a folder

Notice periods, entitlement, tabulation and the rule each was run under exist — in email, in a registrar’s export, and in somebody’s memory of a phone call. Assembling them afterwards is the three weeks.

What already exists

The reconciliation engine is written.

This module is not a concept with a waiting list behind it. The computation exists, runs, and has been exercised end to end against seeded meetings.

Entitlement and reconciliation
The waterfall from register to beneficial holder, with each layer reconciled against the one above it and the difference named rather than flagged.
Quorum
Computed against the entitlement that actually stands, not the one that was expected, and recomputed as exceptions resolve.
Readiness gates
A meeting is ready or it is not, and the reason is a specific gate that has not passed. Each gate carries the evidence that closed it.
Outcomes and evidence
Resolutions tabulated against the reconciled entitlement, and the evidence package produced as an artefact of that process rather than an export from it.
On the platform

The same spine, pointed at a meeting.

Nothing here is a separate system. These are the Consentra steps this module leans on hardest — the same code ActionDesk runs against SEC filings.

  1. 01

    Source documents and data

    Primary filings, custodian notices, agent messages and registry files — fetched, rate-limited, and archived exactly as served so everything above can be re-run.

  2. 03

    Identify the affected entities

    Which issuer, which security, which fund, which share class, which accounts, which holders. The entity graph is one graph, not one per product.

  3. 04

    Determine deadlines and rules

    The date that binds, and the rule that set it — an offer expiry, a broker cut-off two days earlier, a record date, a statutory period counted in the working days of the market that owns it.

  4. 08

    Collect the evidence

    What was sent, to whom, under which rule, on which date, with the document. Assembled as a by-product of the work rather than afterwards from memory.

  5. 09

    Audit trail

    Append-only, hashed, and exportable whole. Correcting a mistake adds a record; it never rewrites one.

Honest limits

What this is not, yet.

A beta that lists no limits is not a beta, it is a brochure.

The registrar integrations are not built
The engine reconciles what it is given. Getting the register, the depository file and the voting instructions in automatically is per-market plumbing, and it is the work a design partner would be shaping.
It is one jurisdiction’s meeting law at a time
Notice periods, proxy deadlines and certification requirements differ by market. The rules engine holds them the same way Distribution holds registration rules, but only a small number are loaded.
Nothing here is legal advice
Whether a meeting is defensible is a question for counsel and the inspector. What this removes is the part where the evidence for that judgement has to be reconstructed from memory.

Interested early is the useful kind.

Design partners shape what gets built first. If this is your problem, that conversation is more valuable to both of us than a waiting list.