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.

CorporateFinance

Leveraged Finance Toolkit: Commitment Letters, Covenant Packages, and Intercreditor Terms

This toolkit supplies the drafting material for a leveraged credit facility: commitment letter and certain funds condition language, market flex parameters, and a term sheet skeleton. It provides the clause language that decides restructuring outcomes — capped EBITDA add-backs, a sacred rights list that includes lien subordination, an unrestricted subsidiary blocker keyed to named assets, and a precise open-market-purchase definition — in buyer, lender, and middle-position variants. It then supplies intercreditor terms covering standstills, bankruptcy waivers, purchase options and credit bidding, a lender cooperation agreement outline, a post-closing tracker, a compliance certificate review sheet, and a consent request package. Adapt everything; the market moves and the drafting must move with it.

Casey Scott McKaySeptember 5, 202618 min read

CorporateCommercial Transactions

Legal Opinion Toolkit: Opinion Forms, Assumptions, Qualifications, and Backup Certificates

This toolkit supplies the drafting material for a closing opinion: a complete annotated opinion letter form, standard assumptions and qualifications with notes on what each does, and the security interest paragraphs with their exclusions. It provides an officer's certificate covering the facts the opinion rests on, a jurisdictional map worksheet, a local counsel reliance paragraph, and a no-litigation factual confirmation. It closes with a negotiation response table for the requests that recur, an internal knowledge sweep email, an opinion committee memorandum outline, a diligence checklist keyed to each opinion paragraph, and a backup file index. Every item is a starting point to be adapted, and departures from a firm's own form should be documented.

Casey Scott McKaySeptember 5, 202624 min read

CorporateSecurities

Launching or Listing a Digital Asset: A Practical Guide

This guide walks through launching a digital asset or listing one, in the order the work actually has to happen — which is not the order companies usually attempt it. It starts with the money transmission determination that carries criminal exposure and takes the longest to remediate, then the entity and treasury structure, and only then the transaction-by-transaction securities analysis. Later steps cover choosing a distribution structure, drafting disclosure that will be read by hostile readers, the communications policy that governs the single largest category of adverse evidence, lockups and the resale problem, and the launch itself. Separate steps give the intermediary's version: building a listing committee that functions as a legal control, designing custody so customers are owners rather than creditors, and running the ongoing monitoring that keeps a listing decision defensible. A running example follows a protocol company and a trading venue.

Casey Scott McKaySeptember 5, 202629 min read

CorporateJoint Ventures and Alliances

Joint Ventures and Strategic Alliances: Governance, Deadlock, Contributions, and Exit

A joint venture is the hardest structure in transactional practice because it asks two companies with different incentives to run one business together, indefinitely, without either one being in charge. This article explains what actually determines whether a venture works: how contributions are valued, how governance is allocated, how deadlock is broken, and how someone gets out. It covers the Delaware alternative-entity rules that let parties rewrite or eliminate fiduciary duties, the antitrust analysis that separates a legitimate integration from a cartel with a logo, and the exit mechanics that decide who ends up owning the business. Worked examples show how the same deadlock provision protects one party and traps the other. The organizing insight is that a joint venture agreement is mostly a divorce settlement negotiated during the engagement.

Casey Scott McKaySeptember 5, 202629 min read

CorporateJoint Ventures and Alliances

Joint Venture Toolkit: Term Sheets, Governance Provisions, and Exit Mechanics

This toolkit provides the operative clauses of a joint venture agreement in drafting-ready form, each annotated with the failure it prevents. It includes a term sheet framework covering the nine terms that cannot be deferred, reserved-matter and deemed-budget language, capital call and dilution mechanics, fiduciary duty modification wording that Delaware courts will actually enforce, an antitrust information protocol, and four exit mechanisms with the trade-offs of each. A valuation clause library and a deadlock escalation ladder complete the set. The annotations focus on the drafting choices that determine who ends up owning the business.

Casey Scott McKaySeptember 5, 202613 min read

CorporateJoint Ventures and Alliances

Joint Venture Formation Checklist

Joint venture formation runs across eight workstreams that must proceed in parallel, and the failures come from the ones nobody assigned an owner. This checklist covers the entire sequence: threshold structuring decisions, term sheet terms that cannot be deferred, contribution documentation, the constitutional documents, the commercial agreements between the venture and its parents, regulatory clearances, compliance infrastructure, and launch. It is written to be assigned, dated, and initialed rather than read once. Each item is phrased as a verifiable action rather than a topic.

Casey Scott McKaySeptember 5, 20268 min read

CorporateSecurities

IPO Readiness Checklist: A Practical Checklist

This checklist runs an initial public offering from the readiness assessment eighteen months out through the first quarter as a public company. It front-loads the work that actually determines the timetable: auditable financial statements and a close process that fits a filing deadline, clean capitalization records, an independent board recruited and functioning, and material contracts reviewed before they become public exhibits. It then covers route selection, the working group, the registration statement with particular attention to risk factors and opinion statements, the due diligence record that supports the Section 11 defense, the communications discipline, confidential submission and the comment process, and pricing as a board decision. Closing sections address governance choices that last for decades, exhibit and confidential treatment planning, the stop-or-postpone conditions, and the public company obligations that begin at effectiveness.

Casey Scott McKaySeptember 5, 202610 min read

CorporateCorporate Governance

Indemnification Toolkit: Charter and Bylaw Provisions, Indemnity Agreements, and Undertakings

This toolkit provides the drafting-ready documents that make indemnification and advancement work, with annotations identifying the failure each provision prevents. It includes a full bylaw article granting mandatory rights with a vesting clause and fees-on-fees language, an individual indemnification agreement with the presumption and deemed-approval mechanisms worth negotiating, an undertaking, a demand letter, and a standing resolution designating subsidiary board service at the corporation's request. It also supplies an advancement administration protocol, a merger agreement survival covenant with tail insurance terms, indemnitor-of-first-resort language for sponsor designees, and a board determination resolution for use at resolution. The annotations focus on the handful of words that decide contested matters.

Casey Scott McKaySeptember 5, 202613 min read

CorporateCorporate Governance

Indemnification and Advancement for Directors and Officers: The Fight That Starts Before the Merits

Advancement is the right to have your legal fees paid while a case is pending, and it is decided long before anyone knows whether you did anything wrong. That is the point, and it is why advancement disputes are litigated summarily, aggressively, and on a record that has nothing to do with the merits. This article separates indemnification from advancement, explains what Delaware makes mandatory and what it leaves to the charter and bylaws, and works through the doctrinal questions that decide real cases: whether a proceeding is brought "by reason of the fact" of the person's corporate role, what counts as success on the merits, whether fees incurred pursuing advancement are themselves recoverable, and whether a company can amend away rights after the conduct occurred. It closes with the drafting that makes the answer certain and the interaction with D&O insurance that determines who actually pays.

Casey Scott McKaySeptember 5, 202629 min read

CorporateCorporate Governance

Indemnification and Advancement Checklist

Advancement and indemnification questions are answered by documents, and the failures come from documents nobody read, notices nobody sent, and determinations nobody made. This checklist opens with the drafting review a company should complete before any claim arises, including the vesting clause and the fees-on-fees language that decide contested matters. It then covers the day-one steps for an individual who receives a claim, and the honest four-question analysis a company should run before refusing. Later sections set out the administration protocol that keeps a multi-year payment stream out of court, the insurance coordination that must run in parallel, and the transaction covenants that preserve rights through an acquisition. It closes with the indemnification determination at resolution, a nexus worksheet, and the special situations that recur — insolvency, sponsor designees, investigations, and shared coverage towers.

Casey Scott McKaySeptember 5, 20269 min read

CorporateCorporate Governance

Governing a Controlled Company: A Practical Guide

Governing a controlled company is a different job from governing a widely held one, because the usual accountability mechanism — the stockholder vote — does not work. This guide sets out the architecture that substitutes for it: how to compose a board that a court will respect, how to build a standing conflicts committee before it is needed, how to run a related-party transaction program that survives a books-and-records demand, and how to handle controller compensation. It covers the ongoing administration of a dual-class structure, including sunset monitoring, permitted transfer administration, and disclosure consistency. It closes with succession, the hardest problem a controlled company faces and the one most often deferred.

Casey Scott McKaySeptember 5, 202628 min read

CorporateMergers and Acquisitions

Going-Private Transaction Checklist

A controller going-private transaction survives litigation or fails on a sequence of decisions made in the first three weeks, most of which are procedural rather than economic. This checklist runs the transaction in order, from the controller's opening letter through committee formation, adviser retention, negotiation, disclosure, and closing mechanics. It flags the ab initio timing requirement, the independence inquiry that listing standards do not answer, and the disclosure items most often omitted. Each section is written to be worked through with dates and initials rather than read.

Casey Scott McKaySeptember 5, 202610 min read