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.
Corporate Formalities and Veil Protection Checklist: A Practical Checklist
The corporate veil is not created by filing articles of organization; it is maintained by behaving as though the entity is real. This checklist covers what that means in practice, organized around the factors courts actually weigh when deciding whether to hold an owner personally liable. It starts with formation and capitalization, then covers the separateness practices that matter most in litigation: separate bank accounts, documented related-party transactions, signature blocks that disclose the entity, and contracts and leases in the entity's name. Later phases address governance records, state compliance and foreign qualification, the special problems of the single-member LLC, and the obligations that survive dissolution. A final phase covers what to do when a plaintiff has already pleaded alter ego.
Buy-Sell Agreement Drafting Checklist: A Practical Checklist
A buy-sell agreement fails in a small number of predictable ways: a stale price, an appraisal procedure that can deadlock, a chain of options with no mandatory purchaser, and insurance nobody maintained. This checklist is organized to catch each of them at drafting, and to establish the maintenance discipline that keeps the agreement usable years later when it is finally needed. It covers structure, the full range of triggering events, the valuation mechanism and the discount question that generates most of the litigation, funding through insurance and installment notes, the surrounding governance terms, and the entity-specific provisions that differ between corporations, LLCs, and professional practices. It closes with the estate tax and funding questions that determine whether the agreement's price will be respected and whether the money to pay it will actually be there.
Corporate Governance Toolkit: Boards, Committees, and Fiduciary Process
Governance is not a document set; it is a cadence. A board that meets on a schedule, receives materials in advance, surfaces conflicts before discussion, oversees the two or three risks that could destroy the company, and records enough of what happened to show that a judgment was exercised will satisfy essentially every fiduciary standard in American corporate law. This toolkit builds that cadence from the beginning: composition and charters, the meeting mechanics and minute practice that create the record, the conflict procedures that protect a related-party transaction, the oversight architecture that answers a Caremark claim, and the protective stack of exculpation, indemnification, advancement, and insurance. It closes with an annual calendar and a diagnostic for a board that already exists.
Fiduciary Duties of Directors and Officers: The Business Judgment Rule, Loyalty, and Caremark Oversight
Directors are not liable for bad outcomes, and that single sentence explains most of what the law of fiduciary duty does. The business judgment rule presumes that a disinterested, informed, good-faith board decision was proper, and the entire architecture of corporate litigation is built around whether a plaintiff can knock that presumption down. This article works through the three duties that matter—care, loyalty, and the oversight obligation that grew out of Caremark—and shows where each one actually breaks in practice: uninformed sale processes, conflicted transactions that skipped a cleansing procedure, and compliance systems that never existed for a risk central to the business. It also covers exculpation, indemnification, advancement, and D&O coverage, the protections that determine whether a breach finding costs a director money or costs an insurer money, and it addresses closely held companies and LLCs, where the rules differ in ways that surprise people who learned them from public-company cases.
Series A Financing Closing Checklist: A Practical Checklist
A Series A closing is a document assembly exercise with a small number of hard dependencies and a long list of items that must be complete before funds are wired. Most delays come from the same places: a capitalization table that does not reconcile, missing invention assignment agreements from early contractors, an unfiled 83(b) election, and stockholder consents that take longer to gather than anyone planned. This checklist runs the closing from signed term sheet through post-closing obligations, organized so that the long-lead items are identified first, and it flags the securities filings and corporate housekeeping that must follow the wire. This checklist sequences the closing set, the corporate approvals, and the post-closing filings that must follow within days rather than weeks.
Piercing the Corporate Veil: Keeping Limited Liability Limited
Limited liability is the reason people form corporations and limited liability companies, and it works almost all of the time. Almost. Courts will disregard the entity and reach the owners where the entity was operated as a mere instrumentality of its owners and where respecting the separation would sanction a fraud or produce an inequitable result. This article explains how that doctrine actually operates: the two-part test applied in most states, the specific factors courts weigh and which of them do the real work, why undercapitalization alone rarely suffices, and why commingling of funds and failure to observe formalities are the findings that most often sink a defense. It covers the important structural point that a parent is more often held liable for its own conduct under Bestfoods than through veil piercing, the growing acceptance of reverse veil piercing in Delaware and California, the special treatment of limited liability companies whose statutes expressly excuse many formalities, and the related doctrines of successor liability, single business enterprise, and personal guarantees. It closes with a practical corporate hygiene program, a worked example, an FAQ, and related reading.