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.
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.
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.
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.
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.
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.
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.
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.
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.
Ownership Reporting Toolkit: Filing Calendars, Group Analyses, and Section 16 Recovery Demands
This toolkit supplies the working documents of an ownership reporting program. It provides Item 4 language for three different postures, a joint filing agreement, a 13G eligibility memorandum template, and a communications policy that prevents inadvertent group formation. On the Section 16 side it provides an officer determination worksheet, an attribution questionnaire, a pre-clearance form built around the matching calendar, a compensation committee resolution securing the Rule 16b-3 exemption for share withholding, and a response to a short-swing demand letter. Each is annotated with the failure it prevents.
Obtaining or Resisting Advancement: A Practical Guide
An advancement dispute is a short, fast, document-driven proceeding in which the merits of the underlying case are irrelevant and almost everything turns on what the governing documents say. This guide runs both sides. For the individual it covers assembling the entitlement record, drafting the demand and the undertaking, filing summarily, and administering the payment stream that follows. For the company it covers the analysis to run before refusing, the arguments that actually work and the many that do not, and how to limit exposure through allocation and procedure rather than through resistance. It also covers the insurance steps that must happen in parallel and the indemnification determination at the end.
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.
Negotiating Management Terms in a Sponsor Transaction: A Practical Guide
This guide takes a management team through a sponsor transaction in sequence, from the first conversation about rollover to the exit five years later. It starts with engaging separate counsel and modeling the deal, then works through the rollover instrument decision that matters more than the rollover percentage, the structure choices that determine whether the rollover is taxable, and the incentive pool's design. The middle sections cover the negotiation itself—which terms move, in what order, and how to frame each ask—followed by the leaver provisions and employment agreement where most of the value is won or lost. The last sections cover the elections and votes with hard deadlines, the documents to sign, and living with the arrangement afterward.