Does Nyrava replace corporate counsel for board advice?

No. Corporate Law Intelligence is an analysis and drafting tool for licensed counsel. Every governance conclusion must be reviewed by an attorney before use.

Which state's corporate law does the engine apply?

Delaware by default, with the assumption flagged in the report. When the corpus specifies a different state of incorporation, the engine defers to that state's business-organizations code and case law.

Does it work for LLCs and partnerships?

Yes. The engine treats LLC and partnership matters as contract-first (operating agreement / partnership agreement), then applies statutory defaults from the relevant state act.

Can I draft board resolutions from it?

Yes. Draft resolutions and consents render into the Work Product section of the canonical report, with citations to the underlying corporate record.

Practice Area

Corporate Law Intelligence

Governance, M&A, and due-diligence analysis grounded in your corporate record. Same 17-section canonical report, corporate-flavored content.

What it does

Corporate Law Intelligence adapts the Nyrava engine to transactional and governance matters — articles, bylaws, operating and shareholder agreements, board minutes, resolutions, merger and purchase agreements, due-diligence productions, and § 220 books-and-records demands. It reuses every universal engine (evidence extraction, timeline reconstruction, contradiction detection, discovery-gap analysis, verification, hallucination detection) and specializes the finding modules, motion families, terminology, and legal-standards prompt to Delaware / MBCA corporate law. Findings render into the same locked 17-section canonical report — Executive Summary, Findings, Risks, Attorney Action Center, Work Product, etc. — with corporate content instead of criminal or civil.

How it works

1
Step 1
Upload the corporate corpus: charter documents, bylaws, operating or shareholder agreement, board minutes and consents, resolutions, cap table, disclosure schedules, merger/asset/stock purchase agreements, due-diligence memos, § 220 productions.
2
Step 2
Extraction identifies governance events (board actions, shareholder consents, amendments), entity structure (directors, officers, shareholders, affiliates), and financial-terms language (indemnities, escrows, MAC clauses, no-shops, break fees).
3
Step 3
Practice-area gating routes corporate-only finding modules (Caremark oversight, Revlon duties, § 220 gaps, self-dealing, missing consents, disclosure-schedule contradictions) to the analyzers while suppressing criminal-only agents (Miranda, chain of custody).
4
Step 4
Contradiction detection compares the same event across minutes, resolutions, disclosure schedules, and management presentations to surface backdated approvals, missing signatures, and inconsistent representations.
5
Step 5
The report generator writes the standard 17 sections using the corporate legal-standards block (DGCL, MBCA, BJR, Caremark, Revlon, Unocal, § 220, § 251, § 262, § 145 indemnification).

Evidence gate

Every intelligence engine writes through an evidence gate that suppresses ungrounded output. Nothing reaches a report unless it can be traced to a passage in your corpus.

Benefits

One evidence-grounded workspace for governance review, due diligence, and deal litigation posture.

Every governance conclusion is cited to a specific minute, resolution, or agreement section.

Missing consents, gaps in the board record, and backdated approvals are surfaced explicitly instead of glossed over.

Corporate work product (draft resolutions, § 220 demands, disclosure-schedule corrections) reuses the same verification pipeline as litigation work.

Typical workflow

1
Create a corporate matter
Pick 'Corporate law (governance, M&A, due diligence)' as the case type.
2
Upload the corporate record
Charter, bylaws, agreements, minutes, consents, disclosure schedules, DD memos.
3
Run analysis
Extraction, evidence intelligence, timeline, contradictions, discovery gaps, corporate findings, and verification run end-to-end.
4
Review the report
Same 17 canonical sections, corporate content — Executive Summary → Findings → Risks → Attorney Action Center → Work Product → Appendices.

Examples

Governance health check

Reconcile board minutes against resolutions and shareholder consents to surface missing approvals, backdating, and unauthorized officer actions.

M&A due diligence

Cross-check the disclosure schedules against the underlying corporate record; flag misalignment between the reps in the SPA and the source documents.

§ 220 books-and-records demand

Structure the demand and the responsive production around the specific proper purpose stated in the demand letter.

Derivative-suit posture

Assemble the factual predicate for a Caremark or Revlon claim before drafting the complaint under Ct. Ch. R. 23.1.

Best practices

Upload the full board book, not just the resolutions — deliberation records defeat or support the business judgment rule.
Include the operating agreement or bylaws for every entity in the structure; corporate-only findings need the actual governance instrument.
Attach the disclosure schedules with the purchase agreement — reps and schedules must be analyzed together.
For § 220 work, upload the demand, the response, and any prior stockholder correspondence in the same corpus.

Attorney responsibilities

Attorney in control

Nyrava proposes. Attorneys decide. Every output must be reviewed by qualified counsel before use.

Confirm the state of incorporation and controlling statute before relying on any DGCL-flavored analysis.
Verify director independence and interestedness against the current corporate record, not the model's inference.
Independently confirm that any Caremark, Revlon, or Unocal framing is supported by the specific factual predicate the doctrine requires.
Do not file corporate work product without human review of every citation to a bylaw, agreement section, or governance document.

Common scenarios

Pre-signing diligence

Score governance risk before the LOI so deal terms can be negotiated with a real evidentiary basis.

Post-close disputes

Reconstruct the pre-closing record from the data-room production when a rep-and-warranty claim arises.

Activist / § 220 defense

Prepare a defensible response to a books-and-records demand grounded in the actual corporate record.

Platform limitations

Corporate Law Intelligence renders into the frozen 17-section canonical report — it does not produce a bespoke governance-only template.
The engine defaults to Delaware law when the corpus does not specify a state of incorporation; it flags this assumption but does not choose law for you.
Fiduciary-duty analysis for LLCs depends on the operating agreement, which the model reads as-is — contractual waivers or modifications must be confirmed by counsel.
The verification pipeline suppresses fabricated board actions; it will not invent minutes or consents that are missing from the record.