Donna Agents
Delegate the work.
Keep the call.
Give Donna a task. It plans, researches, drafts, and brings the work back for your review.
- Ingest dataroom
- Extract terms
- Spot red flags
- Draft + cite memo
"Corporations Act s 180"legislation.gov.au"Sharma v Minister"austlii.edu.auThree subagents
Three files
Diligence_Memo.docxFIRB_Notification.docx
Funds_Flow.xlsx- Ingest dataroom
- Extract terms
- Spot red flags
- Draft + cite memo
A researcher. A drafter. A reviewer.
They hand the work down the line, and bring it back to you. All inside your matter.
01 Plan
Nothing happens until you've seen the plan.
Donna lays out every step before it touches the work. If anything's unclear, it asks. You approve, then it runs.
Describe your goal
02 Research
Every source, attached. Every claim, checkable.
Donna reads your matter files and searches the live law: cases, statutes, regulators. Every source stays on the work, so you can open and check anything it tells you.
"Corporations Act s 180 directors"legislation.gov.au"Sharma v Minister climate"austlii.edu.au
Master_Lease_Agreement.pdfGround_Lease_2024.pdfLease_Amendment_v4.docxcap_rate_comps_analysis.xlsx03 Work
A week of work, running at once.
Donna splits the task and runs the pieces side by side: review, research, drafting. You get each one back as it finishes.
- Drafting chronology of board meetings
- Cross-referencing minutes against the bylaws
- Producing the executive summary
- Searching for change-of-control clauses across 4 leases
- Reviewing Master_Lease_Agreement.pdf
- Comparing assignment terms in Ground_Lease_2024.pdf
- Searching director duties under s 180
- Fetching Sharma v Minister [2022] FCAFC 35
- Reading ASIC RG 247 on effective disclosure
04 Deliver
It comes back done.
Word and Excel files, formatted and cited. Open them, edit them, send them. Not text you'd reformat first.
1 files created
- Due_Diligence_Memo.docxWord
- Draft_Disclosure_Schedule.docx
- FIRB_Notification_Memo.docx
- Project_Alpha_Funds_Flow.xlsx
05 Review
You make the calls. The rest is done.
Donna surfaces the points that need your judgment and hands you the finished work. Your time goes to deciding, not doing.
2.2 Shareholder consent requirements
Under section 249A of the Corporations Act 2001 (Cth), a proprietary company may pass a resolution without a meeting if all members entitled to vote sign a document containing a statement that they are in favour. Target's constitution does not displace this provision.
However, Target's wholly-owned subsidiary, Target NSW Pty Ltd, is bound by a Shareholders' Agreement dated 14 March 2021 that imposes additional consent requirements for any change-of-control transaction, including:
- A special resolution (75% threshold) is required under the constitution for any change of control
- The Shareholders' Agreement separately requires affirmative consent from each holder of preference shares
Risk Flag: The Transaction may require affirmative consent from Target NSW Pty Ltd's minority shareholders. We recommend confirming the current share register.
Risk Flag: Target NSW Pty Ltd has three minority shareholders: Greenfield Capital (18.4%), Tanaka Investments (9.1%) and JMK Pty Ltd (6.2%). The Shareholders' Agreement requires affirmative consent from holders representing at least 75% of issued shares. Target holds 66.3% — below the threshold — so at least one minority shareholder's consent is required.
2.3 Board composition
The Board comprises seven directors. Four are independent non-executive directors. The Board has a staggered three-year rotation under the Constitution.
Replaced Risk Flag with citation-grounded version
Justification
New language reflects actual share register holdings and the 75% threshold under the Shareholders' Agreement, with each figure traceable to the dataroom.
The work moves.
The judgment stays yours.
Hand Donna a task. Spend your hours where they count.