Corporate Insights
Analysis and practical guides on corporate.
174 articles, checklists, and guides on corporate law, written by the attorneys at MC Law. Every piece is general information, not legal advice—for a specific matter, contact the firm.
Third-Party Legal Opinions in Transactions: What They Cover, What They Exclude, and Who Relies
A closing opinion is a lawyer's professional judgment on stated legal questions, addressed to someone who is not the lawyer's client, delivered as a condition to a transaction closing. This article explains what that document actually says and what it deliberately does not. It works through the standard opinions—entity status, power and authority, due authorization, enforceability, no conflicts, no consents, and security interest creation and perfection—and through the exceptions and qualifications that do most of the work, including the bankruptcy and equitable principles exceptions that every remedies opinion carries. It covers customary practice as the interpretive frame, who may rely and on what terms, the liability landscape for opinion givers under securities and common law, and how opinions get negotiated in practice.
Tender Offers and the Williams Act: Schedule TO, the 14D-9, and the Rules That Govern a Bid
A tender offer is a bid made directly to stockholders over the board's head, and the Williams Act exists to make sure they have time and information before they decide. This article explains what legally counts as a tender offer, what the bidder must file and when, what the target must say and by when, and the substantive rules—all holders, best price, withdrawal, proration—that constrain how an offer is run. It then covers the defensive side: the poison pill, Unocal review of board responses, and why a pill that once ended offers now mostly buys time. It closes with the two-step structure that has made tender offers fast again, and with the insider trading rule that catches people who trade on knowledge of a coming bid. Worked examples follow a hostile bid from the first accumulation through the back-end merger.
Tender Offer Toolkit: Offer Documents, Recommendation Statements, and Conditions
This toolkit assembles the operative documents of a tender offer in drafting-ready form. For the bidder it provides a summary term sheet skeleton, a full conditions article with annotations on each condition's failure mode, extension and results press releases, and the merger agreement provisions that make a Section 251(h) two-step work. For the target it provides a holding statement, the board resolutions supporting a recommendation and a rights plan decision, the Schedule 14D-9 items most often omitted, and a compensation committee resolution securing the best price safe harbor. A Rule 14e-3 information barrier memorandum and a document production timetable complete the set.
Tender Offer Compliance Checklist
Tender offers fail on procedure more often than on strategy, and the procedures are unforgiving because the deadlines are measured in business days and cannot be cured. This checklist covers both sides. For the bidder it runs pre-commencement preparation, the Schedule TO and offer document contents, the substantive rules governing how an offer is conducted, extension and amendment mechanics, and closing. For the target it runs the first forty-eight hours, the ten-business-day clock, the Schedule 14D-9 disclosure items most often omitted, and the board process that supports a defensive response. A deadline table completes it.
Taking a Company Public: A Practical Guide
This guide runs an initial public offering in the order the work actually happens, which means it starts eighteen months before the filing. It covers the readiness assessment that determines the timetable, the financial reporting and capitalization work that is the usual cause of delay, and the governance and contract housekeeping that is far cheaper before underwriter diligence than during it. It then walks the transaction itself: selecting underwriters and counsel, the organizational meeting, drafting the registration statement, building the due diligence record that supports the Section 11 defense, the confidential submission and comment process, and the communications discipline that must hold from the first meeting through the lockup. Later steps cover the road show, pricing as a board decision, closing, and the public company obligations that begin immediately. A running example follows one company through twenty-two months.
Syndicated Loan Documentation Checklist: A Practical Checklist
This checklist works a syndicated credit facility from commitment letter through closing, administration, and workout. It front-loads the provisions that decide outcomes years later: the EBITDA definition and its add-back caps, the sacred rights list and whether lien subordination sits inside it, the unrestricted subsidiary machinery, and incremental capacity. It then runs the collateral and perfection steps, the full conditions precedent list, and the post-closing letter that so often goes untracked. The administration sections cover compliance certificate review, assignment and register mechanics, and the information wall, and the last sections cover amendments, lender group organization, and intercreditor terms. Items that decide restructuring outcomes are flagged.
Syndicated Credit Facilities and Intercreditor Arrangements: Agents, Lenders, and Priority
A syndicated credit facility is a single contract among a borrower and a group of lenders who do not trust each other, administered by an agent who is paid to be nobody's fiduciary. This article explains the architecture that results: the agent's carefully limited role, the required-lender voting structure and the sacred rights that sit outside it, the assignment and participation mechanics that determine who ends up holding the paper, and the reason courts have held that syndicated loans are not securities. It then turns to priority—intercreditor agreements, subordination enforceable in bankruptcy, credit bidding, and the liability management transactions that have made covenant drafting an adversarial exercise between lenders rather than between borrower and lender. It closes with what to negotiate and where the leverage actually is.
Sustainability Reporting Toolkit: Governance, Data Controls, and Assurance
This toolkit provides the working documents of a sustainability disclosure program: an obligation map template, a board committee charter extract, a data ownership and control matrix, a methodology document outline, and a substantiation file index. It supplies drafting language for target disclosure that discloses its own gap, offset disclosure with full particulars, and Scope 2 dual reporting, along with an environmental marketing claim review form and a supplier data request template. It closes with an assurance readiness worksheet, a restatement and change management policy, a bridge schedule format for reconciling reports across regimes, and an annual calendar. Adapt everything to the company's actual facts.
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.
Structuring a Joint Venture: A Practical Guide
Structuring a joint venture is a sequence of decisions that must be made in a particular order, because each one constrains the next. This guide runs that sequence: deciding whether an entity is needed at all, choosing the vehicle, valuing and documenting contributions, designing governance that can actually make decisions, and building an exit before anyone needs one. It treats the term sheet as the most important document in the transaction and explains which terms must be settled there rather than deferred. It also covers the workstreams that run in parallel and are usually started too late, including antitrust clearance, tax structuring, employee secondment, and systems separation. The closing sections address the first hundred days, when a venture either becomes a business or becomes a committee.
Shareholder Activism and Proxy Contests: 13D Groups, Universal Proxy, and Board Defense
An activist campaign is a public argument about whether a board is doing its job, conducted on a schedule the activist chooses and under disclosure rules that determine what each side must say and when. This article explains the beneficial ownership reporting regime that gives the first warning, what constitutes a group and why that question decides cases, and the universal proxy rules that changed the arithmetic of every contest by letting shareholders mix and match nominees. It covers the advance notice bylaws that set the terms of engagement, the defensive measures available and the constraints on using them, and the settlement agreements that resolve most campaigns before a vote. It then works through the mechanics of a contest—the solicitation rules, the proxy advisory firms, the retail vote—and closes with the preparedness work that determines the outcome long before an activist appears.
Setting Up and Administering a Deal Escrow: A Practical Guide
Setting up an escrow is a three-week workstream that transaction teams routinely start in the final week, which is why escrow agreements are signed with inconsistencies that surface eighteen months later. This guide runs the process in order: selecting an agent, negotiating the agreement against the purchase agreement, funding, and then the administration that determines whether the money is ever recovered. It covers the claim notice and objection sequence in operational detail, the tax and reporting obligations that agents will not fund without, and the calendar discipline that prevents the most common loss of escrow rights. It closes with what to do when the parties deadlock and the agent threatens to interplead.