Corporate Insights

Analysis and practical guides on corporate.

150 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.

CorporateMergers and Acquisitions

Running or Responding to a Tender Offer: A Practical Guide

Running a tender offer is a logistics exercise wrapped around a legal one, and the logistics are what fail. This guide walks the bidder's side from pre-commencement preparation through commencement, extensions, expiration, acceptance, and the back-end merger, identifying the third parties whose lead times control the timetable. It then walks the target's side: the first forty-eight hours, the ten-business-day clock for the Schedule 14D-9, the board's decision architecture under enhanced scrutiny, and the defensive tools that remain available. It covers the negotiated two-step transaction, now the most common use of the structure, and the mechanics that make a five-week close possible. Worked timetables for both hostile and friendly offers are included.

Casey Scott McKaySeptember 5, 202628 min read

CorporateSecurities Regulation

Restricted Securities Resale Checklist

A restricted stock sale clears or stalls on a defined set of facts, and this checklist collects them. It runs the document assembly that must precede any analysis, the affiliate determination that drives every other condition, the holding period and tacking chain, and the disqualifier checks that are most often skipped. Separate sections cover the affiliate's volume, manner-of-sale, and filing obligations, the representation letters and opinion, and the transfer agent process. It also covers the alternatives when Rule 144 will not work, the contractual restrictions that usually bind longer than the securities laws, and the issuance records practice that prevents the whole problem.

Casey Scott McKaySeptember 5, 20268 min read

CorporateGovernance

Responding to an Activist Campaign: A Practical Guide

This guide runs an activist campaign from the surveillance signal through the settlement or the vote, in the order events occur and on the schedule the activist sets. It starts with preparedness — the register, the annual self-assessment through activist eyes, the bylaw review, and the response team named before anyone needs it — because that work determines the outcome. It then covers the first seventy-two hours, the honest substantive assessment the board must make in private, the nomination notice and whether to challenge it, and the vote model built holder by holder. Later steps address institutional and proxy adviser engagement, settlement terms and the test for whether to settle, defensive measures and the scrutiny they attract, running a contest to a vote, and living with an appointed director afterward. A running example follows one company through six months.

Casey Scott McKaySeptember 5, 202628 min read

CorporateAntitrust

Responding to a Cartel Investigation: A Practical Guide

This guide runs a criminal antitrust matter from the first signal through the follow-on civil litigation, in the order events occur and under the time pressure they actually create. It begins with the four ways an investigation starts and the first forty-eight hours that determine whether evidence survives and whether the company is first in line. It covers the leniency marker decision made on incomplete facts, the parallel global applications that must go out the same week, the internal investigation with separate counsel for individuals, and the joint defense agreements that constrain later cooperation. Later steps address plea negotiation and the volume of affected commerce that drives everything, ACPERA cooperation with the plaintiffs suing you, suspension and debarment for contractors, and the remediation that follows. A running example follows one company through a four-year matter.

Casey Scott McKaySeptember 5, 202628 min read

CorporateSecurities Regulation

Reselling Restricted Securities: Rule 144, Regulation S, and the Exemptions That Move Stock

Every private placement creates a problem that must be solved later: the securities cannot be freely resold, and the buyer eventually wants out. This article explains the resale framework, beginning with the statutory question of who is an underwriter and why that single definition drives everything. It works through Rule 144's safe harbor in detail — the holding periods and when they tack, the current public information condition, the volume and manner-of-sale limits that apply only to affiliates, and the shell company trap that suspends the rule entirely. It then covers the alternatives: the Section 4(a)(1½) private resale, Regulation S offshore sales, and registered resales on a shelf. It closes with legend removal, the transfer agent's role, and the opinion practice that actually moves the shares. Worked examples follow an affiliate, a fund, and a founder through their respective exits.

Casey Scott McKaySeptember 5, 202628 min read

CorporateSecurities Regulation

Resale Toolkit: Rule 144 Analyses, Seller Representation Letters, and Legend Removal Requests

This toolkit collects the documents that move restricted stock, each annotated with the point at which it usually fails. It provides a Rule 144 analysis worksheet that forces every fact into the open, an affiliate determination memorandum, and a volume computation worksheet for affiliates. It then supplies the package itself: a seller's representation letter, a broker's representation letter, a legend removal request, a counsel opinion form, and a transfer agent instruction. For situations Rule 144 cannot handle it provides private resale representations and a registration rights demand notice. An issuance ledger template closes the set, because the whole problem is preventable at issuance.

Casey Scott McKaySeptember 5, 202613 min read

CorporateMergers and Acquisitions

Pursuing or Defending an Appraisal Claim: A Practical Guide

An appraisal case has two entirely separate phases, and lawyers lose them for entirely separate reasons. The first is perfection, a mechanical sequence of demands and deadlines administered by brokerage back offices, where a single error is unfixable. The second is a valuation trial in which two experts build competing models and a judge decides which one describes reality. This guide walks both phases in order, from the decision whether to dissent through the demand mechanics, the petition, discovery aimed at the buyer's synergy files, expert selection, and the trial itself. It covers the respondent's side with equal attention, including the prepayment mechanism that caps interest exposure and the de minimis defenses that end cases early. It closes with the settlement dynamics that resolve most petitions before a judge ever sees a model.

Casey Scott McKaySeptember 5, 202629 min read

CorporateGovernance

Proxy Contest Toolkit: Advance Notice Bylaws, Response Plans, and Solicitation Materials

This toolkit provides the working documents of activism preparedness and proxy contest response, weighted toward the ordinary-year work that determines outcomes. It opens with an activist self-assessment scorecard, advance notice bylaw provisions with the disclosure requirements that matter, a response team roster, and a tabletop scenario. It then supplies a Schedule 13D assessment worksheet, a nomination notice review form with a caution against strained rejections, a vote model template built for universal proxy where each seat is contested separately, and an institutional engagement plan with a proxy adviser submission outline. Later tools cover a settlement term sheet with the information-sharing and trading-restriction terms that get missed, a rights plan decision memorandum documenting the investigation that enhanced scrutiny requires, a communications approval protocol, and a post-campaign debrief.

Casey Scott McKaySeptember 5, 202617 min read

CorporateInvestment Funds

Private Fund Toolkit: Term Sheets, LPA Provisions, and Side Letter Management

This toolkit supplies the working documents of a private fund formation: a term sheet skeleton, clause language for the provisions that get negotiated hardest, a side letter matrix structure, an MFN circulation and election package, and the internal policies a manager needs before the first deal. The clause material is drafted in alternatives — manager-favorable, investor-favorable, and the middle position most funds reach — with notes on what each choice actually does. It also includes a numeric waterfall worksheet, a capital call notice form, an advisory committee charter outline, and a first-year compliance calendar. Everything here is a starting point to be adapted, not a form to be signed.

Casey Scott McKaySeptember 5, 202618 min read

CorporateInvestment Funds

Private Fund Formation: LPA Economics, Side Letters, and Adviser Obligations

A private fund is a set of economic arrangements wrapped in three regulatory exclusions, and the work of forming one is holding all of them together. This article explains the exclusions that keep the fund outside the Investment Company Act, the private placement framework that governs the offering, and the adviser registration and conduct obligations that attach to the manager. It then works through the economics that actually get negotiated — the management fee and its offsets, the distribution waterfall and the difference between deal-by-deal and whole-fund carry, the clawback and how it is secured — and the governance provisions that matter when things go wrong: key person events, removal and no-fault termination, successor funds, and the advisory committee. It covers side letters and most favored nation clauses as a system rather than a set of documents, and closes with the diligence institutional investors actually run.

Casey Scott McKaySeptember 5, 202632 min read

CorporateCommercial Transactions

Preparing and Delivering a Closing Opinion: A Practical Guide

This guide takes a closing opinion from the first request to the file that remains afterward. It starts with scoping — deciding what will be covered, in which jurisdictions, and what will be declined — and with the jurisdictional map that determines how much local counsel is needed. It then works through the diligence that supports each opinion paragraph: organizational documents, authority, the material agreement review, statutory review, and the Article 9 work behind a security interest opinion. The middle sections cover drafting the assumptions, qualifications, and reliance language, and the internal review that firms use to keep opinions consistent. The last sections cover negotiation, delivery mechanics, and the backup file that answers every later question.

Casey Scott McKaySeptember 5, 202628 min read

CorporateInsurance and Risk

Placing and Tendering a D&O or Cyber Claim: A Practical Guide

Insurance works when it is placed carefully and tendered promptly, and fails for procedural reasons far more often than substantive ones. This guide covers both halves. The placement sequence runs from building the exposure picture and preparing the submission through negotiating the terms that matter — dedicated Side A, exclusion triggers, allocation, exhaustion, and cyber sublimits — and harmonizing a tower assembled from several carriers' forms. The claims sequence covers recognizing a claim, giving notice that satisfies every layer, the notice-of-circumstances judgment, managing panel counsel and rate negotiations, responding to a reservation of rights, and documenting a first-party loss so that it can be paid. Later sections address coverage counsel, mediation with multiple carriers, and the renewal conversation after a loss. Worked examples follow a first D&O placement, a claim tendered across a six-carrier tower, and a disputed business interruption claim.

Casey Scott McKaySeptember 5, 202628 min read