Consent rights are contractual rights granted to specific parties that require their explicit approval before the company can take defined actions. Distinct from formal voting rights, they create bilateral or multilateral approval gates documented in the Investor Rights Agreement or other contractual documents rather than the certificate of incorporation, typically granted to major investors, board observers, advisors, or key stockholders. It is the third structural layer of investor control (alongside board representation and protective provisions) and the layer that's often least visible in the formal cap table.
The standard contexts where consent rights appear in venture-backed companies:
Major investor consent rights: inv...