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.
Going Public Toolkit: S-1 Workstreams, Diligence, and Underwriting Terms
This toolkit provides the working documents of an initial public offering, weighted toward the readiness work that determines the timetable. It opens with a readiness assessment scorecard, a financial statement gap analysis built around auditability and staleness, and a capitalization audit that finds the undocumented grants before underwriter diligence does. It supplies a timetable template that assumes a realistic review period, a workstream matrix with named owners, a diligence request list, and a backup binder specification for every factual claim in the prospectus. Later tools cover an opinion statement test applying Omnicare, a risk factor drafting standard, a communications policy running through the lockup, a comment response format, a governance decision memorandum for the choices that last decades, underwriting agreement terms, and a first-quarter readiness calendar. Each item is annotated with the failure it prevents.
Fund Formation Checklist: A Practical Checklist
This checklist runs the full arc of a private fund launch, from the structuring decisions that constrain everything downstream to the first hundred days of operating the fund. It covers exclusion selection and the counting problems each one carries, the entity chain, the ERISA plan asset and commodity pool analyses that get missed, and the adviser registration determination. It then walks the document set, the service providers, the offering exemption mechanics, side letter and MFN administration, closing and equalization, and the recurring compliance calendar. Each item is phrased so it can be marked done, and the ones that are routinely forgotten are flagged.
Forming a Private Fund: A Practical Guide
This guide walks through forming a private fund from the first structuring conversation to the final closing, in the order the work actually happens. It covers the threshold decisions that constrain everything downstream—exclusion, domicile, entity chain, and the manager's regulatory position—then the document set, the service provider selection, and the compliance infrastructure a registered adviser needs before it manages a dollar. It explains how a raise is sequenced, how side letters get negotiated and tracked, and how closings and equalization mechanically work. It closes with the first hundred days of operating the fund, which is where formation decisions either hold or break.
Foreign Investment Review Toolkit: Declarations, Notices, and Mitigation Agreements
Working templates for the CFIUS workstream. It includes a covered transaction screening memorandum, a mandatory filing determination memorandum, an ownership chain questionnaire and personal identifier collection notice, a technology classification memorandum format, a declaration outline, a written notice outline, a question response protocol, a mitigation position paper, National Security Agreement negotiating positions with model language, deal document provisions, a non-notified inquiry response framework, and a post-closing compliance calendar. Each carries drafting notes on what the Committee is looking for and where filings commonly stall. Adapt everything to the transaction and confirm current regulatory requirements before filing.
Filing Schedules 13D, 13G, and Section 16 Reports: A Practical Guide
Ownership reporting is administered by people who do not think of themselves as securities lawyers, which is why it fails. This guide covers the operational reality: obtaining filing codes before you need them, deciding between a 13D and a 13G and documenting the decision, drafting the purpose item so it survives being read against your conduct, and running a Section 16 compliance program that catches problems before the transaction rather than after. It works through the annual and event-driven calendars for both regimes, the questionnaire that surfaces attribution issues, and the pre-clearance procedure that prevents short-swing liability. It ends with what to do when a filing is late or wrong.
Fiduciary Duties in Mergers and Acquisitions: Revlon, MFW, Appraisal, and the Standard of Review
When a board sells the company, the standard a court will later apply to its decisions is chosen by the structure of the deal, not by the board's good intentions. This article explains how Delaware allocates deals among the business judgment rule, enhanced scrutiny under Unocal and Revlon, and entire fairness, and what each standard actually demands of a process. It covers the MFW framework that restores business judgment review to controller transactions, stockholder-approval cleansing, the transformation of appraisal into a deal-price-centered inquiry after DFC, Dell, and Aruba, and the disclosure obligations that determine whether a stockholder vote counts. It closes with what a defensible sale process looks like in practice and where boards most often go wrong.
Executive and Cyber Coverage Toolkit: Policy Comparisons, Notice Letters, and Allocation Analyses
This toolkit provides the documents that make an insurance programme usable. It opens with a tower comparison matrix that surfaces the provision differences between layers that decide claims, and a coverage enhancement request list ordered by priority for both D&O and cyber. Claims materials include a notice of claim letter, a notice of circumstances letter drafted broadly enough to capture what follows, a response to a reservation of rights, and an exhaustion and gap-funding agreement for use when an underlying layer settles below its limit. First-party materials include an incident cost capture protocol and a business interruption proof of loss structure. The toolkit closes with an allocation analysis framework, a claims runbook template with the notice matrix at its centre, a board insurance report, a run-off checklist for transactions, and a payment verification procedure for social engineering prevention.
Executing a Carve-Out and a TSA: A Practical Guide
This guide executes a carve-out in the order the work happens, from the seller's separation readiness work before a buyer exists through TSA exit two years after closing. It covers perimeter definition and the reorganization decision, the contract triage that determines which of four treatment paths each shared agreement takes, and the consent process that must start before signing. It walks the employee workstream in both automatic-transfer and offer-and-rehire jurisdictions, the standalone cost model that determines price, and the IT separation that determines the TSA's length. The second half is the TSA itself—how to scope, price, and exit it—followed by day-one readiness and the first two years of living with the arrangement.
ESOP Transaction and Fiduciary Checklist: A Practical Checklist
This checklist runs an ESOP transaction and the plan that follows it, organized around the single question every dispute reduces to: did the plan pay no more than fair market value, determined in good faith by a prudent trustee. It opens with the feasibility analysis and downturn case that should precede any price discussion, then the exit comparison the seller must see in writing, the transaction team with clean roles, and the trustee and appraiser selection the seller must not control. It covers diligence and projection testing, the negotiation whose absence is the defect regulators look for first, financing and warrants sequenced behind the section 409(p) analysis, and the tax elections in the order they must occur. Later sections address closing setup, employee communication, plan document choices, ongoing fiduciary work, the repurchase obligation, governance, later-stage transactions, and responding to an investigation.
ESOP Toolkit: Valuation, Diligence, Trustee Process, and Plan Administration
This toolkit supplies the working documents of an ESOP transaction and the plan that follows, in the order they are used. It opens with a feasibility model built around a downturn case, an exit comparison memorandum the seller signs, and a role-and-engagement map that prevents the conflicts regulators identify first. It provides a trustee selection questionnaire, an appraiser engagement outline that keeps the retention with the trustee, a projection testing worksheet, a diligence request list, and a negotiation log that documents the record whose absence is the most common defect. Later tools cover a warrant and section 409(p) worksheet, a section 1042 election checklist, a closing and thirty-day setup list, a fiduciary role map, a repurchase obligation model, an employee communication outline, an annual compliance calendar, and a Department of Labor response file index. Each item is annotated with the failure it prevents.
Escrows, Holdbacks, and Purchase Price Security: Who Holds the Money and Who Gets It Back
An escrow is the simplest idea in deal practice and one of the most frequently mis-drafted: money sits with a neutral party until something happens, and the agreement decides what that something is. This article explains what escrows are actually for, how indemnity, adjustment, and special-issue escrows differ, and why the release mechanics generate more disputes than the underlying claims do. It works through the escrow agent's deliberately narrow role, the claim notice and objection sequence that governs release, the interaction with representation and warranty insurance that has reshaped escrow sizing, and the tax and unclaimed property questions nobody raises until later. Worked examples show how a well-drafted notice provision decides a fight over eight figures. It closes with the alternatives to escrow—holdbacks, setoff, letters of credit, and guarantees—and when each is better.
Escrow Toolkit: Escrow Agreements, Joint Instructions, and Claim Notices
This toolkit provides the operative escrow documents in drafting-ready form with annotations explaining the failure each provision prevents. It includes core escrow agreement clauses on claims, objections, retained amounts, and releases; a claim notice and an objection notice; a joint written instruction; a Seller Representative appointment with expense fund and exculpation; and an escrow facts memo for circulation at closing. A consistency-review worksheet and a set of alternative security instruments complete the set. The annotations focus on the handful of provisions that determine whether escrowed money is ever recovered.