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

Fiduciary Duties in Mergers and Acquisitions: Revlon, MFW, Appraisal, and the Standard of Review

When a board sells the company, the standard a court will later apply to its decisions is chosen by the structure of the deal, not by the board's good intentions. This article explains how Delaware allocates deals among the business judgment rule, enhanced scrutiny under Unocal and Revlon, and entire fairness, and what each standard actually demands of a process. It covers the MFW framework that restores business judgment review to controller transactions, stockholder-approval cleansing, the transformation of appraisal into a deal-price-centered inquiry after DFC, Dell, and Aruba, and the disclosure obligations that determine whether a stockholder vote counts. It closes with what a defensible sale process looks like in practice and where boards most often go wrong.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateSecurities

Disclosure Controls and Insider Trading Checklist: A Practical Checklist

A working checklist for the public company disclosure function, organized the way the work actually runs. It covers the disclosure committee and its charter, the sub-certification process, the Form 8-K trigger protocol and escalation paths, documented materiality assessments, the quarterly close and filing sequence, earnings and guidance, Regulation FD controls, and insider trading policy administration including windows, pre-clearance, 10b5-1 plans, and Section 16. Separate sections cover the first forty-eight hours when something goes wrong, restatements, regulatory inquiries, the annual cycle, and the newly public company. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202611 min read

Business and CorporateMergers and Acquisitions

Deal Structuring Toolkit: Allocation Schedules, Assignment Consents, and Liability Carve-Outs

Working templates for building an acquisition structure that holds up against successor liability claims. It includes a liability matrix, assumed and excluded liabilities definitions with drafting notes, an assignment and assumption agreement, a consent request letter, environmental lease and escrow provisions, ERISA Section 4204 contract language, WARN allocation provisions, a tax clearance and holdback mechanism, insurance covenants, Section 363 sale order findings, a solvency certificate, and a post-closing conduct memorandum for the operating teams. Each carries drafting notes explaining what the provision does and which exposures it does not reach. Adapt everything to the jurisdictions involved and the diligence record.

Casey Scott McKaySeptember 5, 202625 min read

Business and CorporateMergers and Acquisitions

Deal Structure and Successor Liability Checklist: A Practical Checklist

A working checklist for identifying successor liability exposure and building a structure that actually addresses it. It opens with the liability inventory to complete in the first two weeks, then works through the structure decision, the excluded liabilities schedule, and each workstream that structure does not solve: environmental, multiemployer pensions, employment and labor, tax clearance, and insurance. Separate sections cover consents and closing mechanics, distressed deals and Section 363 sale orders, post-closing conduct that can undo the schedule, and the seller's own wind-down obligations. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202611 min read

Business and CorporateMergers and Acquisitions

Deal Governance Toolkit: Board Minutes, Fairness Opinions, and Disclosure Schedules

Working templates for the governance record of a company sale. It includes a special committee authorizing resolution, director and officer conflicts questionnaires, a financial advisor conflicts request, a controller's MFW-compliant opening proposal letter, a board minutes template with annotated do and do-not guidance, an outreach log, a proxy background section outline, a management interests table, and a pre-signing documentation audit. Each carries drafting notes explaining what a reviewing court looks for and where records most often fail. Adapt everything to the entity, the state of incorporation, and the transaction structure.

Casey Scott McKaySeptember 5, 202619 min read

Business and CorporateRegulatory

Customs, Tariffs, and Country of Origin: Classification, Valuation, and Forced Labor Enforcement

Import compliance is a system of self-assessment in which the importer declares the classification, the value, and the origin, and Customs verifies later — sometimes years later, with penalties. This article explains the reasonable care standard, how the tariff schedule and the General Rules of Interpretation actually work, the transaction value method and its additions and exclusions, first sale valuation, and the substantial transformation test that determines origin. It covers the tariff programs layered on top of ordinary duties — Section 301, Section 232, and antidumping and countervailing duties — plus forced labor enforcement and its rebuttable presumption, the recordkeeping obligation, and the penalty regime under Section 592 with the prior disclosure mechanism that mitigates it. It closes with what a functioning import compliance program contains.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateRegulatory

Customs Compliance Toolkit: Classification Files, Origin Support, and Penalty Responses

Working templates for an import compliance program. It includes a product database specification, a classification worksheet that walks the General Rules of Interpretation in order, a binding ruling request format, an origin determination memorandum, an assist identification form for procurement, a first sale documentation checklist, a supplier trade compliance questionnaire with UFLPA traceability provisions, broker standing instructions, an internal entry audit worksheet, a CF 28 response framework, a prior disclosure letter with the shell and full formats, and a protest outline. Each carries drafting notes on what CBP looks for and where importers most often fail. A closing table collects the deadlines and limitations periods that govern the whole area. Adapt every template to the products, the supply chain, and current tariff programs.

Casey Scott McKaySeptember 5, 202622 min read

Business and CorporateRegulatory

CFIUS Filing Checklist: A Practical Checklist

A working checklist for the CFIUS workstream, from the term sheet screen through post-closing mitigation compliance. It sequences the analysis courts and the Committee actually apply: whether a foreign person is involved, whether the U.S. business is a TID business, whether the rights obtained trigger jurisdiction, and whether a filing is mandatory under either the substantial-interest or the critical-technology test. Later sections cover ownership chain collection, the declaration versus notice decision, assembling and filing the submission, managing questions and mitigation, and responding to a non-notified inquiry. Deal document provisions and a post-closing compliance section close it out. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202610 min read

Business and CorporateRegulatory

CFIUS and Foreign Investment Review: Covered Transactions, Mandatory Filings, and Mitigation

The Committee on Foreign Investment in the United States can block a closed transaction years after it closes, and its jurisdiction now reaches minority investments and real estate that would never have been reviewable a decade ago. This article explains what a covered transaction is, when a filing is mandatory rather than voluntary, and how the Committee analyzes national security risk through the threat-vulnerability-consequence framework. It covers the declaration and notice tracks, the timelines that only look predictable, the excepted investor rules, the real estate regulations, mitigation agreements and what living under one is like, and the growing non-notified enforcement program. It closes with the deal-document provisions and the process decisions that determine whether CFIUS is a footnote or the transaction's critical path.

Casey Scott McKaySeptember 5, 202629 min read

Business and CorporateMergers and Acquisitions

Board Sale Process Checklist: A Practical Checklist

A working checklist for a board selling the company, sequenced the way a reviewing court will read the record. It begins with the standard of review determination and the conflicts mapping that must happen in week one, then covers committee formation and empowerment, advisor selection and conflicts disclosure, the market check, projections discipline, negotiation, deal protections, and the proxy. A separate section walks the MFW sequence for controller transactions, where an ordering error forfeits the protection entirely. Closing sections address private company adaptations, the documentation file, and a pre-signing sign-off. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202611 min read

Business and CorporateMergers and Acquisitions

Asset Deals, Stock Deals, and Successor Liability: What Follows the Business and What Stays Behind

The oldest rule in acquisitions is that an asset buyer takes the assets and leaves the liabilities behind, and the rule has so many exceptions that relying on it without analysis is malpractice. This article explains the four traditional common law exceptions, the product line and continuity-of-enterprise doctrines some states have added, and the federal regimes that impose successor obligations regardless of structure: CERCLA, ERISA withdrawal liability, the WARN Act, labor law successorship, and employment discrimination. It covers what a Section 363 sale actually clears and what survives it, how fraudulent transfer law reaches an underpriced deal, and where bulk sales and tax clearance rules still bite. It closes with the structuring decisions that actually reduce exposure and the ones that only appear to.

Casey Scott McKaySeptember 5, 202629 min read

Business and CorporateMergers and Acquisitions

Acquisition Agreement Toolkit: Reps, Schedules, Escrows, Earnouts, and Claim Notices

Working templates for the risk allocation provisions of an acquisition agreement. It includes LOI indemnity language, a full indemnification article with drafting notes, definitions of Knowledge, Fraud, Losses, and Material Adverse Effect, a disclosure schedule format and general disclosure provision, escrow release mechanics, a special indemnity template, earnout covenants that are actually enforceable, a working capital exhibit with a sample calculation format, a claim notice, and a post-closing calendar. Each carries notes on what the language does, what the other side will say, and where deals go wrong. Adapt everything to the transaction, the governing law, and the diligence record.

Casey Scott McKaySeptember 5, 202622 min read