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.
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.
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.
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.
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.
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.
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.
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.
Importing Lawfully and Managing Tariff Exposure: A Practical Guide
A step-by-step operational guide to building an import compliance program and reducing tariff exposure lawfully, written for in-house counsel, supply chain leaders, and outside counsel advising importers. It runs from the product database and classification process through valuation and assists, origin determinations, the tariff programs layered on top, supply chain tracing for forced labor, recordkeeping, and broker management. Later parts cover responding to a CBP inquiry or audit, quantifying and filing a prior disclosure, protests and rulings, and lawful duty mitigation. It includes a worked program build with named parties, a calendar, budgets, staffing, and the mistakes that turn a small error into a seven-figure assessment.
Import Compliance Checklist: A Practical Checklist
A working checklist for an import compliance program, from the product database through the response to a CBP audit. It covers the reasonable care standard, the classification process and when to seek a binding ruling, transaction value with its additions and exclusions, the assist identification process that procurement must own, origin determinations for both preferential and non-preferential purposes, the tariff programs layered on top, forced labor supply chain tracing, recordkeeping, and broker management. Later sections cover the change trigger that prevents the most expensive errors, responding to a CF 28 or an audit, quantifying and filing a prior disclosure, protests and duty recovery, and lawful mitigation. Every item is written so that a "no" tells you what to do next.
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.
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.
Going Public: The IPO, the Direct Listing, and What Is Left of the SPAC
Going public is a liability event with a financing attached, and the structures available differ mainly in who bears that liability and who buys the shares. This article explains the registration architecture that governs all of them, the near-strict liability of Section 11 and the due diligence defense that shapes the entire process, and what Omnicare requires of statements of opinion. It then compares the three routes—the underwritten offering, the direct listing after Slack Technologies v. Pirani resolved the tracing question, and the de-SPAC as it exists after the enforcement and market corrections—on the terms that actually distinguish them. It covers the S-1 workstreams, financial statement requirements, the emerging growth company accommodations, communications rules and the quiet period, and lockups. It closes with the public company obligations that begin the day after and the readiness work that should precede everything.