Business and Corporate Insights

Analysis and practical guides on business and corporate.

24 articles, checklists, and guides on business and corporate law, written by the attorneys at MC Law. Every piece is general information, not legal advice — for a specific matter, contact the firm.

Business and CorporateMergers and Acquisitions

Structuring an Acquisition to Manage Successor Liability: A Practical Guide

A step-by-step guide to choosing and building an acquisition structure that actually reduces successor liability rather than appearing to. It runs from the liability inventory in the first week of diligence through the structure decision, the excluded liabilities schedule, consents, the environmental and pension workstreams, employment planning, tax clearance, insurance, and the closing mechanics that make the structure hold. Separate parts cover distressed acquisitions and Section 363 sales, the seller's own wind-down obligations, and the post-closing conduct that can undo a carefully drafted schedule. It includes a worked structuring problem with named parties, budgets, a workstream calendar, and the mistakes that recur.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateSecurities

Securities Disclosure Toolkit: Policies, Blackout Calendars, and 10b5-1 Plans

Working templates for the public company disclosure function. It includes a disclosure committee charter, a sub-certification questionnaire, a one-page Form 8-K trigger protocol, a materiality assessment memorandum format, a Regulation FD policy with a remediation protocol, an insider trading policy with windows and pre-clearance, a pre-clearance request and approval form, a 10b5-1 plan adoption checklist and certification, a blackout notice, an annual disclosure calendar, a restatement response plan, and a risk factor review worksheet. Each carries drafting notes on what the document is for and where programs commonly fail. Adapt everything to the company, the exchange, and current requirements.

Casey Scott McKaySeptember 5, 202622 min read

Business and CorporateMergers and Acquisitions

Running a Sale Process That Survives Review: A Practical Guide for Boards

A step-by-step operational guide for a board selling the company, written for directors and the lawyers advising them. It runs from the first unsolicited approach through committee formation, advisor selection, the market check, negotiation, deal protections, the proxy, and the vote, explaining at each step what a reviewing court will look for. Separate parts cover controller transactions and the MFW sequence, management conflicts, appraisal exposure, and the documentation that carries the record. It includes a worked sale process with named parties, a realistic calendar, budgets, and the mistakes that convert a clean deal into years of litigation. The organizing principle is that the standard of review is chosen by process decisions made in the first two weeks.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateSecurities

Running a Public Company Disclosure Program: A Practical Guide

A step-by-step operational guide to building and running the disclosure function of a public company, written for general counsel, securities counsel, and the finance leaders who share the work. It covers the disclosure committee and its charter, the sub-certification process that supports the officer certifications, the Form 8-K trigger protocol and escalation paths, documented materiality assessments, the earnings and guidance process, Regulation FD controls, insider trading policy administration including 10b5-1 plans and Section 16, and the annual calendar. Separate parts address what to do when something goes wrong, restatements and internal investigations, and the first ninety days for a newly public company. It includes worked scenarios, budgets, and staffing.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateMergers and Acquisitions

Representations, Warranties, and Indemnification in Acquisition Agreements: Where the Money Actually Moves

The purchase price in an acquisition agreement is a headline number, and the indemnity package is what determines how much of it the seller keeps. This article explains how representations, disclosure schedules, survival periods, baskets, caps, escrows, and insurance fit together as a single risk-allocation system, and what each term is actually pricing. It covers the materiality scrape, sandbagging, the fraud carve-out and the exclusive remedy problem, the material adverse effect standard that Delaware courts have applied so demandingly, and how representation and warranty insurance changed the negotiation. It closes with a term-by-term account of what a well-negotiated package looks like from each side of the table and where deals most often go wrong after closing.

Casey Scott McKaySeptember 5, 202629 min read

Business and CorporateMergers and Acquisitions

Purchase Agreement Review Checklist: A Practical Checklist

A working checklist for reviewing an acquisition agreement from either side of the table. It runs through the deal structure and purchase price mechanics, the representation set and its qualifiers, the disclosure schedules and their update rights, covenants and closing conditions, the six indemnity terms, insurance interaction, special indemnities, and the earnout. Separate sections cover asset deals, distressed sales, the claim procedure, and the post-closing calendar that prevents most lost claims. It is written so a reviewer can work top to bottom and finish with a list of open points ranked by dollars at stake. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202612 min read

Business and CorporateSecurities

Public Company Disclosure: Periodic Reports, Regulation FD, and Insider Trading Liability

A public company's disclosure obligations are not a filing calendar; they are a system of controls that determines whether an ordinary business event becomes an enforcement matter. This article explains what the periodic reports actually require, how the Form 8-K triggers work, what Regulation FD prohibits and permits, and how materiality is assessed under TSC Industries and Basic. It covers primary liability under Rule 10b-5 and the elements a private plaintiff must plead, the duty-based framework of Chiarella, Dirks, and O'Hagan for insider trading, the misappropriation theory, Section 16 reporting and short-swing profits, and the conditions that make a Rule 10b5-1 plan a defense rather than a liability. It closes with what a functioning disclosure program looks like.

Casey Scott McKaySeptember 5, 202629 min read

Business and CorporateRegulatory

Preparing a CFIUS Filing: A Practical Guide

A step-by-step operational guide to preparing and prosecuting a CFIUS filing, written for deal counsel and in-house lawyers who will run the process. It covers the threshold screen at the term sheet stage, the export control classification that determines whether a filing is mandatory, ownership chain mapping, the choice between a declaration and a written notice, assembling the filing, the pre-filing draft period, responding to Committee questions, negotiating mitigation, and the pull-and-refile decision. It includes a worked filing with named parties, a realistic calendar, budgets, staffing, and the mistakes that add months. Deal-document provisions and the non-notified response are covered separately.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateMergers and Acquisitions

Negotiating the Indemnity Package in a Deal: A Practical Guide

A step-by-step guide to negotiating the risk allocation in an acquisition agreement, written for counsel on either side and for principals who want to understand what they are trading. It runs from the letter of intent through diligence, the representation set, the schedules, the six indemnity terms, insurance, special indemnities, earnouts, and the post-closing claim process. Each step explains what the term is pricing, what the other side will say, and where the standard compromise lands. It includes a worked negotiation with named parties, market ranges, a term sheet, and the post-closing calendar that prevents most claim failures. The organizing idea is that the indemnity package is a single system, and moving one term reprices the others.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateRegulatory

Importing Lawfully and Managing Tariff Exposure: A Practical Guide

A step-by-step operational guide to building an import compliance program and reducing tariff exposure lawfully, written for in-house counsel, supply chain leaders, and outside counsel advising importers. It runs from the product database and classification process through valuation and assists, origin determinations, the tariff programs layered on top, supply chain tracing for forced labor, recordkeeping, and broker management. Later parts cover responding to a CBP inquiry or audit, quantifying and filing a prior disclosure, protests and rulings, and lawful duty mitigation. It includes a worked program build with named parties, a calendar, budgets, staffing, and the mistakes that turn a small error into a seven-figure assessment.

Casey Scott McKaySeptember 5, 202627 min read

Business and CorporateRegulatory

Import Compliance Checklist: A Practical Checklist

A working checklist for an import compliance program, from the product database through the response to a CBP audit. It covers the reasonable care standard, the classification process and when to seek a binding ruling, transaction value with its additions and exclusions, the assist identification process that procurement must own, origin determinations for both preferential and non-preferential purposes, the tariff programs layered on top, forced labor supply chain tracing, recordkeeping, and broker management. Later sections cover the change trigger that prevents the most expensive errors, responding to a CF 28 or an audit, quantifying and filing a prior disclosure, protests and duty recovery, and lawful mitigation. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202613 min read

Business and CorporateRegulatory

Foreign Investment Review Toolkit: Declarations, Notices, and Mitigation Agreements

Working templates for the CFIUS workstream. It includes a covered transaction screening memorandum, a mandatory filing determination memorandum, an ownership chain questionnaire and personal identifier collection notice, a technology classification memorandum format, a declaration outline, a written notice outline, a question response protocol, a mitigation position paper, National Security Agreement negotiating positions with model language, deal document provisions, a non-notified inquiry response framework, and a post-closing compliance calendar. Each carries drafting notes on what the Committee is looking for and where filings commonly stall. Adapt everything to the transaction and confirm current regulatory requirements before filing.

Casey Scott McKaySeptember 5, 202622 min read