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.
Escrow Agreement Review Checklist
An escrow agreement is short enough to read in twenty minutes and consequential enough to decide an eight-figure claim, and most of its failures are consistency failures with the purchase agreement rather than drafting failures on its own terms. This checklist reviews the agreement clause by clause, then runs the cross-document comparison that catches the errors a single-document review cannot. It covers agent selection diligence, funding and verification, the claim and release mechanics, tax and reporting requirements, and the administration calendar to be built at closing. It is written for use with both documents open.
Employee Stock Ownership Plans: Valuation, Fiduciary Duty, and the Leveraged ESOP Transaction
An employee stock ownership plan is a retirement plan that is required to invest primarily in the employer's own stock, which makes it the only qualified plan built on a concentrated position and the only one whose central transaction is a purchase from the people who control the company. This article explains the structure that follows from those two facts: the statutory exemption that makes the purchase lawful, the adequate consideration requirement that is the exemption's condition, the independent trustee whose process determines whether the condition is met, and the valuation that is both the deal price and the fiduciary defense. It works through a leveraged transaction from term sheet to closing, covers the tax provisions that drive the economics, and explains the repurchase obligation that becomes the sponsor's principal long-term liability. It closes with the enforcement posture and what a defensible file contains.
Earnouts and Post-Closing Purchase Price Adjustments: Drafting, Measuring, and Fighting About Them
An earnout bridges a valuation gap by deferring part of the price until the future proves someone right, and a purchase price adjustment fixes the price to the balance sheet the buyer actually received. Both are mechanisms for allocating uncertainty, and both generate a disproportionate share of post-closing litigation. This article explains why: the accounting standard is usually ambiguous, the efforts obligation is usually vague, and the dispute mechanism is usually a hybrid that neither side fully understands. It works through the Delaware and federal case law on implied covenants and efforts clauses, the accounting principles hierarchy that Chicago Bridge made famous, the design of an independent accountant determination, and the tax consequences that follow deferred consideration. It closes with drafting that actually prevents the fight.
Earnout Toolkit: Milestone Definitions, Accounting Protocols, and Dispute Submissions
This toolkit assembles the working documents for an earnout or purchase price adjustment: clause language in buyer, seller, and middle-position variants; a sample calculation exhibit structure; an operating covenant schedule; acceleration and security provisions; and the full dispute apparatus from access request through accountant engagement letter and submission. It includes a line-item working capital schedule template, an objection notice form, a covenant compliance log, and a closing-day calendar. Every provision is annotated with what it actually does and what the other side will say about it. Adapt everything; sign nothing as drafted.
Earnout and Purchase Price Adjustment Checklist: A Practical Checklist
This checklist covers both post-closing price mechanisms in an acquisition—the backward-looking purchase price adjustment and the forward-looking earnout—from letter of intent through final payment. It works through metric selection and definition, the sample calculation and accounting hierarchy that prevent most disputes, the operating covenants and acceleration triggers that give a seller a real remedy, and the design of the dispute mechanism. It then covers administration: what a buyer must do on day one, what a seller representative must do the day a statement arrives, and how to preserve rights that expire on a contractual clock. Items that are routinely omitted and routinely expensive are flagged.
Dual-Class Toolkit: Charter Provisions, Sunset Mechanics, and Conflict Procedures
This toolkit provides the charter and governance documents that make a dual-class controlled company work, each annotated with the failure it prevents. It includes class provisions with identical-rights and equal-consideration covenants, conversion and transfer restrictions built around retained voting power, and a full set of sunset triggers. A definitions annex collects the terms that actually decide disputes, with drafting alternatives for each. On the governance side it supplies a conflicts committee charter with the board limitation that makes the committee real, a related-party transaction policy requiring benchmarking in both directions, and MFW condition language to be delivered before any economic negotiation. A pre-transfer review procedure and a disinterested-vote reporting template complete the set. Every provision is annotated with the drafting choice that determines how a later dispute comes out.
Dual-Class Stock and Controlled Companies: Voting Power, Sunsets, and the Limits of Founder Control
Dual-class structures let a founder keep control of a company they no longer own most of, and they have gone from unusual to routine in technology listings. This article explains how the structures are built, what the high-vote shares actually do, and what constrains them: exchange listing rules, index provider policies, sunset provisions, and the fiduciary law that applies to a controller regardless of how the control was obtained. It works through the Delaware cases on charter amendments that reallocate voting power, the exclusive-benefit test that separates permissible controller conduct from self-dealing, and the practical governance architecture a controlled company should adopt whether or not it is required to. Worked examples cover a founder-led IPO, a sunset that triggers unexpectedly, and a controller transaction that has to survive scrutiny.
Disclosure Controls and Insider Trading Checklist: A Practical Checklist
A working checklist for the public company disclosure function, organized the way the work actually runs. It covers the disclosure committee and its charter, the sub-certification process, the Form 8-K trigger protocol and escalation paths, documented materiality assessments, the quarterly close and filing sequence, earnings and guidance, Regulation FD controls, and insider trading policy administration including windows, pre-clearance, 10b5-1 plans, and Section 16. Separate sections cover the first forty-eight hours when something goes wrong, restatements, regulatory inquiries, the annual cycle, and the newly public company. Every item is written so that a "no" tells you what to do next.
Directors and Officers and Cyber Insurance: Towers, Triggers, Allocation, and the Claim You Must Notice
A directors and officers tower and a cyber policy are the two insurance programmes most likely to decide whether a serious corporate event is survivable, and both are riddled with conditions that defeat coverage for reasons unrelated to the merits. This article explains the three-part structure of a D&O policy and why Side A matters most when it matters at all, how the claims-made trigger and the notice of circumstances provision actually work, and what goes wrong in an excess tower when the primary settles below its limit. It examines allocation between covered and uncovered parties and claims, the conduct exclusions and their final-adjudication qualifiers, and the insured-versus-insured exclusion in derivative and bankruptcy contexts. Cyber sections cover the coverage grants that matter, social engineering and funds transfer fraud, business interruption and contingent business interruption, and the war and infrastructure exclusions. Worked examples follow a securities claim, a wire fraud loss, and a ransomware event with a coverage dispute.
Digital Assets and Securities Regulation: Howey, Custody, Exchanges, and Stablecoins
Whether a token is a security is the wrong first question, and asking it that way is how companies get the answer wrong. This article works through what the Howey inquiry actually asks, why the answer attaches to the transaction rather than to the asset, and how the analysis changes as a network matures. It then covers the questions that follow from the answer and the questions that arise regardless: exchange and broker-dealer registration, custody and the rules that govern holding someone else's assets, the commodity-side jurisdiction that reaches tokens that are not securities, money transmission licensing and the Bank Secrecy Act obligations that attach to almost everyone in the business, and what a stablecoin issuer is actually promising. It closes with what a defensible token analysis memorandum contains and why writing one is worth more than the conclusion it reaches.
Digital Asset Toolkit: Token Analyses, Custody Terms, and Disclosure Language
This toolkit supplies the documents a digital asset project actually needs, ordered by when the work must happen rather than by how interesting the question is. It opens with a money transmission determination worksheet, because that analysis carries criminal exposure and the longest remediation timeline, then a transaction inventory and a Howey worksheet applied per transaction rather than to the asset. It provides a decentralization scorecard with measurable dimensions, a token analysis memorandum outline written for a hostile reader, a whitepaper review checklist and model risk factors, and a communications policy. Later tools cover the treasury sale and insider trading policies, a listing committee analysis form, custody terms and a three-document reconciliation, stablecoin reserve disclosure, and a launch readiness sign-off. Each item is annotated with the failure it prevents.
Digital Asset Compliance Checklist: A Practical Checklist
This checklist runs a digital asset project from the determination that carries criminal exposure through launch and ongoing monitoring, in the order that reduces risk fastest. It opens with money transmission and Bank Secrecy Act status, because that analysis applies most broadly and takes the longest to remediate, then entity and treasury structure. The securities work follows as a transaction-by-transaction analysis rather than a single question about the token, with separate screens for notes, commodity-side exposure, and state law. Later sections cover disclosure, the communications policy that governs the largest category of adverse evidence, distributions and airdrops, treasury and insider trading policies, and launch readiness. Closing sections give the intermediary's listing committee, custody, and stablecoin checklists, plus incident response and an annual review. Every item is written so a "no" tells you what to do next.