CORPORATE & FINANCE
Equity Administration & Cap Table Management
Finishing What the Deal Started
Once transactional documents are finalized and approvals are complete, the deal may be considered closed. But implementation introduces a different set of obligations: documents must be generated, signatures collected, elections completed and filed, deadlines tracked, cap tables updated, and records maintained.
By the time a misstep surfaces, it is usually during diligence — and by then the cost is no longer administrative.
How We Can Help
These are the gaps that quietly create operational risk — and they rarely look urgent until they are.
- 83(b) elections go out, but filing confirmations stay incomplete or hard to track. The deadline is 30 days from grant, there is no extension, the financial consequence lands on the individual employee but it is the company that must make the 83(b) representation in the exit sale.
- Signature packages come back partially executed — or not at all.
- Deadlines and follow-up are tracked by hand across spreadsheets and email.
- Participants miss deadlines or need repeated outreach.
- The cap table and the executed documents stop matching, and nobody notices until diligence.
- After closing, nobody can confirm whether everything was delivered, completed, and properly retained.
What We Do
For each distribution:
- Update the cap table to reflect new issuances, so the record matches the executed documents
- Generate individualized award documents and route them for e-signature
- Track execution status in real time and follow up with participants ahead of deadlines
- Remit executed 83(b) elections to the IRS by certified mail [within three business days of grantee execution]
- Archive fully executed grants and IRS receipts in your preferred cloud environment
Ongoing:
- Waterfall and distribution modeling for performance-based and multi-class structures
- Profits interests and LLC equity, including threshold values
- Experienced review of pro formas before they drive a decision
Why Not Just Use Software?
Cap table software calculates routine scenarios accurately, and for standard structures it is the right tool.
Waterfalls tied to performance incentives are a different problem. Software will calculate confidently whether or not the inputs are correct — it won’t tell you the answer looks wrong. Neither will it chase an unsigned document, confirm an IRS receipt, or notice that a threshold value was set against the wrong valuation date.
That is the difference between running the numbers and reviewing them.
How it Works
Approved
Transaction documents are finalized and approved.
Distributed
Individualized documents prepared, distributed, and collected.
Coordinated
E-signatures, filings, and participant actions driven to completion.
Tracked
Participant follow-up with real-time status visibility.
Retained
Records, confirmations, and cap table updates maintained for audit-ready diligence.
Where This Comes Up
- Equity grants and incentive compensation arrangements
- Management rollover and equity participation programs
- Private equity investments and portfolio company transactions
- Mergers and acquisitions with individualized documentation
- Tax-sensitive elections and time-sensitive execution deadlines
- High-volume document distribution across multiple recipients
Why Outside GC
This is not a software platform or a standalone administrative vendor. It is structured operational support delivered alongside legal work, by private equity attorneys who understand how deal terms translate into execution requirements and downstream obligations.
- Execution stays connected to the documents. The people managing the process understand what the deal terms require, not just which fields need filling.
- Built for high-volume, deadline-driven work. Quarterly issuances and transaction-based distributions are handled the same way.
- Completion is tracked and documented, not assumed. You can see status rather than ask for it.
- Records are organized for what comes next. Clean reps and warranties at exit start with a clean file during the hold period.
- Flat fees, quoted before the transaction. No hourly billing on execution work, and no overages.
Our Attorneys
FAQs
Does this replace our outside counsel?
No. This runs alongside legal representation. Deal counsel finalizes the documents; we manage what happens after they’re approved.
What happens if an 83(b) deadline is missed?
There is no cure. The election must be filed within 30 days of the grant, and there is no extension or relief available. The tax consequence falls on the individual grantee, often surfacing years later at exit. Preventing this is the single most common reason clients engage us.
Can you work with our existing cap table software?
Yes.
How quickly can a distribution be completed?
[PENDING]
Do you handle profits interests and LLC equity?
Yes, including threshold values and multi-class waterfall structures.
RESOURCES
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From routine matters to complex transactions, Outside GC is your trusted partner for what’s next.