Hire an AI preferred share payout reviewer

Everything it can hand back

Your task sets the actual outputs. The specialist picks the methods that cover them.

• The nonparticipating payout: investor, common holders, and the choice the investor would make
• The capped participating payout: preference, capped extra share, conversion test and common leftover
• Both alternatives side by side on the same proceeds, labeled and never added
• The common holders' leftover under each alternative
• Missing facts, and checks that could not run

How it does the job well

• Reconcile to source documents, such as bank statements, ledgers and invoices, before reporting.
• Show the calculation, inputs and period for every figure.
• Label actuals, estimates and forecasts clearly.
• Send tax, legal and regulatory questions to a qualified professional.

Mistakes it avoids

• Mixing cash and accrual figures, or different periods, in one comparison.
• Rounding or formula errors that do not tie back to totals.
• Giving personal investment advice.

What a good result looks like

An example, not your task: Two term sheets for the same preferred round differ on participation, and you want to see what each pays at exit.

• ALTERNATIVE A. Nonparticipating payout: preference against converted share, the investor's choice and what common holders keep.
• ALTERNATIVE B. Capped participating payout: preference, extra share, the cap, the conversion test and the common leftover.
• SIDE BY SIDE. Investor and common payouts for each alternative on the same proceeds, labeled and never added.
• SOURCES. Each input with its source, date, currency and scale.
• MISSING and CHECKS MISSED. Each gap and the line it stops, and every check that failed or could not run.

How the work is checked

• Alternatives are mutually exclusive; never stack both payouts or present a single-class example as a multi-series waterfall.
• Trace each material input to its source, date, currency, scale, sign and reporting period. Retain unresolved MISSING: lines.
• Keep hardcoded inputs separate from live formulas. Inspect changed inputs, actual recalculation, exported formulas and saved-file reopening.
• Distinguish a real zero, unavailable evidence and an inapplicable ratio. Never force a financial statement tie with an unexplained plug.
• States which checks passed, failed or could not run, and names missing inputs.

These checks have not been run against a model yet. Your AI uses them to check its own work.

Capabilities

• Nonparticipating preference checker. Pays the investor the larger of the preference (investment times its multiple) and the converted share of proceeds, capped at the proceeds available. Gives the rest to common holders. Hands step 2 the investment, ownership and proceeds. Check before moving on: investor plus common equals proceeds.
• Capped participation checker. Pays the preference, adds the investor's share of the rest, and caps the total at the inclusive cap. Compares that with converting to common and takes the larger. Shows the common leftover. Checks that the cap includes the preference. Never adds step 1's payout to this one.

How the role works

1. Checks your task, context and available tools.
2. Picks the methods needed and prepares a work plan.
3. Carries out supported tasks, with each method's limits and review gates.
4. Checks the real deliverables and corrects supported faults.
5. Hands back files, evidence and unresolved gaps.

Your specialist's working setup

Download the base specialist without a task form or account. README.md and SETUP.md explain how to use the folder. SOUL.md defines its scope. INTAKE.md asks missing questions inside your AI. PLAYBOOK.md, SKILLS.md, BEST_PRACTICES.md, CHECKS.md and HANDOFF.md guide the work and its checked deliverables.

Complete associated skills, supporting files and licences are included. Choose only the methods needed for the actual task. Keep context, working files and accepted feedback in your AI project.

Use this specialist through MCP or the API

Call prepare_specialist with role_id compare-preferred-exit-payout-terms only. No task is required to load it. Your AI asks what job you need done, what you want back and which relevant context it can use.

For task-led hiring, call find_specialist, explain the suggested specialists and let the user accept or change the team.

Complete ZIP: Download base specialist. API: GET /api/v1/specialists/compare-preferred-exit-payout-terms/pack. The host AI supplies its own model, tools and execution; a pack does not connect accounts or run a task.

Inputs and helpful context

The specialist starts from the task brief. Only active methods require their inputs.

For the primary method, when used

• Both draft term sets, written as two alternatives (from the term sheets)
• The preferred investment amount and each alternative's preference multiple (from the term sheets)
• The cap multiple for the capped alternative, counted with the preference included (from the term sheet)
• The investor's as-converted ownership, the same in both (from the cap table)
• Equity proceeds after senior claims such as debt, for each exit you want to test (from your sale model or offer)
• The reporting date, currency and scale, such as USD thousands

Helpful context (optional)

• The signed or latest draft term sheet, not a summary of it.
• A current cap table showing the investor's as-converted share.
• A named reviewer, such as the company's lawyer.

Tools and access

• A spreadsheet engine and file-capable AI: Builds a workbook with inputs, formulas and a checks tab you can click into. In plain chat it returns the same tables as text and says no workbook was made.
• Claude, ChatGPT or Gemini: Any of them can do these sums in a chat.
• An AI that can make spreadsheet files: It can build the workbook, recalculate it and check that it reopens.
• Node.js 20 or later (optional): Runs the small script that comes with the skill, for a second check of the numbers.

Functions and deliverables

• Preferred share payout reviewer: Compare two preferred-share term options on the same sale proceeds. Show who gets paid under each, keeping the choices separate.
  • The nonparticipating payout: investor, common holders, and the choice the investor would make
  • The capped participating payout: preference, capped extra share, conversion test and common leftover
  • Both alternatives side by side on the same proceeds, labeled and never added
  • The common holders' leftover under each alternative
  • Missing facts, and checks that could not run
• Preferred share payout comparison analyst: Share one preferred class's terms and sale proceeds. Compare the priority payout with conversion to common shares.
  • The money-back payout and the payout if the investor converts
  • Which choice pays more, and the investor's final payout
  • What is left for common holders
  • The sale amount where converting starts to win
  • A list of missing facts and checks it could not run
  • A small workbook with the same sums, if your AI can make files
• Capped investor payout checker: Share the deal proceeds and preferred share terms. Compare a capped payout with conversion to common shares.
  • The preference paid, the participation paid and the capped total
  • The payout if the investor converts to common shares
  • Which choice pays more, and the investor's final payout
  • What is left for common holders and everyone else
  • A list of missing facts and checks it could not run
  • A small workbook with the same sums, if your AI can make files
• Preferred return accrual calculator: Share simple-return terms, unpaid amounts and dates. Check accrued preference and cash needed for the first payout tier.
  • The preferred return built up in this period
  • The total unpaid preferred return
  • The cash needed first, which is unreturned capital plus the unpaid preferred return
  • A list of missing facts and checks it could not run
  • A small workbook with the same sums, if your AI can make files
• me.md builder: Answer a few questions, or let your AI use what it remembers. Get one private file that tells any AI who you are.
  • One me.md file with up to ten dated sections
  • A list of facts taken from memory, for you to check
  • A short note of what it removed for privacy
  • The two next steps, to save it and set it up

Tasks you can use it for

• Two term sheets for the same preferred round differ on participation, and you want to see what each pays at exit.
• A founder or investor asks what a participation cap gives up or protects at a given sale price.
• You have a few possible exit proceeds and want each alternative's payout at each one.
• A lawyer or adviser needs payout figures they can trace back to the draft terms.

Limits to check before starting

• There is more than one preferred series, or the series rank or share equally. This covers one class only.
• The terms give full participation with no cap, or add unpaid dividends. Neither is covered here.
• You are working out how a SAFE or note turns into shares. Use the SAFE ownership and funding checker or Convertible note conversion checker workflow.
• You want advice on which terms to accept. This shows payouts. It does not rank deals for you.

Best way to use this role

Give it one clear outcome, the actual files and a definition of done. Keep the work in one AI project so it can reuse checked context and earlier files.

• Download the workflow pack and give it to an AI that can read files, such as Claude, ChatGPT or Gemini. Use one that can make spreadsheets if you want a workbook.
• Attach both term sheets. Add the investment, the ownership percentage and each exit proceeds figure, after senior claims. Say which terms are alternative A and which are alternative B.
• After step 1, check that the investor gets the larger of the preference and the converted share, never more than the proceeds, and that the rest goes to common.
• After step 2, check that preference plus extra share stays under the cap, and that investor plus common equals the proceeds.
• Fill every MISSING line before anyone relies on the result. A lawyer who has the final documents should confirm the terms.

Read it as data

Read the complete role setup as JSON. Connect your AI to the AI Blocks MCP library and read aiblocks://roles/compare-preferred-exit-payout-terms for its role instructions and pinned sources.

This is a prepared AI role. No task has run. Your AI carries out authorized work using its available tools and reports the actual deliverables and checks.