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.
Designing and Testing a Compliance Program: A Practical Guide
This guide builds a compliance program from a blank page and then tests it, in the sequence the work actually happens. It starts with the risk assessment that everything else must trace to, explains how to convert risks into controls with owners rather than policies with page numbers, and shows how to design a reporting channel that competes with the government's whistleblower programs. The middle sections cover the testing and monitoring work that separates a real program from a documented one, including sampling, reperformance, and analytics. The last sections cover what to do when something is found: the investigation protocol, root cause analysis, remediation design, discipline and compensation consequences, and the board reporting that makes oversight provable years later.
Deal Structuring Toolkit: Allocation Schedules, Assignment Consents, and Liability Carve-Outs
Working templates for building an acquisition structure that holds up against successor liability claims. It includes a liability matrix, assumed and excluded liabilities definitions with drafting notes, an assignment and assumption agreement, a consent request letter, environmental lease and escrow provisions, ERISA Section 4204 contract language, WARN allocation provisions, a tax clearance and holdback mechanism, insurance covenants, Section 363 sale order findings, a solvency certificate, and a post-closing conduct memorandum for the operating teams. Each carries drafting notes explaining what the provision does and which exposures it does not reach. Adapt everything to the jurisdictions involved and the diligence record.
Deal Structure and Successor Liability Checklist: A Practical Checklist
A working checklist for identifying successor liability exposure and building a structure that actually addresses it. It opens with the liability inventory to complete in the first two weeks, then works through the structure decision, the excluded liabilities schedule, and each workstream that structure does not solve: environmental, multiemployer pensions, employment and labor, tax clearance, and insurance. Separate sections cover consents and closing mechanics, distressed deals and Section 363 sale orders, post-closing conduct that can undo the schedule, and the seller's own wind-down obligations. Every item is written so that a "no" tells you what to do next.
Deal Governance Toolkit: Board Minutes, Fairness Opinions, and Disclosure Schedules
Working templates for the governance record of a company sale. It includes a special committee authorizing resolution, director and officer conflicts questionnaires, a financial advisor conflicts request, a controller's MFW-compliant opening proposal letter, a board minutes template with annotated do and do-not guidance, an outreach log, a proxy background section outline, a management interests table, and a pre-signing documentation audit. Each carries drafting notes explaining what a reviewing court looks for and where records most often fail. Adapt everything to the entity, the state of incorporation, and the transaction structure.
D&O and Cyber Insurance Review Checklist
This checklist reviews a directors and officers tower and a cyber programme provision by provision, in the order the provisions decide claims. The D&O sections cover the three insuring agreements and the dedicated Side A limit, the claims-made trigger and notice requirements, the definition of claim, conduct exclusions and their adjudication standard, severability and rescission protections, the insured-versus-insured carve-outs that matter in bankruptcy and derivative litigation, allocation, and the excess tower questions of follow-form conformity, exhaustion, and drop-down. Cyber sections cover every coverage grant and its sublimit, social engineering and its verification condition, business interruption timing, contingent business interruption scheduling, and the war and infrastructure exclusions. It closes with transaction and run-off items, application accuracy, programme coordination, and the claims runbook that should exist before a claim arrives.
Customs, Tariffs, and Country of Origin: Classification, Valuation, and Forced Labor Enforcement
Import compliance is a system of self-assessment in which the importer declares the classification, the value, and the origin, and Customs verifies later—sometimes years later, with penalties. This article explains the reasonable care standard, how the tariff schedule and the General Rules of Interpretation actually work, the transaction value method and its additions and exclusions, first sale valuation, and the substantial transformation test that determines origin. It covers the tariff programs layered on top of ordinary duties—Section 301, Section 232, and antidumping and countervailing duties—plus forced labor enforcement and its rebuttable presumption, the recordkeeping obligation, and the penalty regime under Section 592 with the prior disclosure mechanism that mitigates it. It closes with what a functioning import compliance program contains.
Customs Compliance Toolkit: Classification Files, Origin Support, and Penalty Responses
Working templates for an import compliance program. It includes a product database specification, a classification worksheet that walks the General Rules of Interpretation in order, a binding ruling request format, an origin determination memorandum, an assist identification form for procurement, a first sale documentation checklist, a supplier trade compliance questionnaire with UFLPA traceability provisions, broker standing instructions, an internal entry audit worksheet, a CF 28 response framework, a prior disclosure letter with the shell and full formats, and a protest outline. Each carries drafting notes on what CBP looks for and where importers most often fail. A closing table collects the deadlines and limitations periods that govern the whole area. Adapt every template to the products, the supply chain, and current tariff programs.
Criminal Antitrust and the Leniency Program: Cartels, Grand Juries, and Corporate Exposure
Price fixing, bid rigging, and market allocation are felonies, prosecuted by the Antitrust Division, and the only way to avoid conviction entirely is to be the first conspirator through the door. This article explains the per se offenses and what makes them criminal rather than civil, the leniency program that structures the entire enforcement landscape and creates a race among conspirators, and the penalty framework including the alternative fines provision that makes exposure a function of the conspiracy's commerce rather than any statutory cap. It covers the grand jury investigation as it is actually experienced—the unannounced approach, the subpoena, the search warrant—and the immediate decisions a company must make in the first forty-eight hours. It then addresses individual exposure, plea negotiation, the follow-on civil litigation that usually dwarfs the fine, and the compliance program that would have prevented all of it.
Corporate Compliance Programs: The ECCP, Monitorships, and What Regulators Actually Credit
Corporate criminal liability attaches through respondeat superior on facts that are trivially easy to establish, which means the practical question in almost every corporate investigation is not liability but consequence. This article explains the machinery that decides consequence: the Sentencing Guidelines credit for an effective program, the Justice Department's evaluation framework and the three questions it asks, the resolution ladder from declination to guilty plea, and the monitorship that sits on top. It works through what regulators actually credit—risk assessment tied to observed conduct, testing rather than training, compensation consequences, and root cause analysis—and what they discount. It also covers the Delaware oversight duty, the whistleblower architecture that supplies most of the tips, and the design choices that make a program credible before anything goes wrong.
Controlled Company Governance Checklist
A controlled company's governance either works as a system or does not work at all, because there is no vote to correct it. This checklist covers the whole system: composing and assessing the board, constituting and operating a standing conflicts committee, running the related-party transaction program with benchmarking in both directions, handling controller compensation, administering the dual-class structure and its sunsets, and executing a controller transaction under the MFW framework in the correct sequence. It ends with an annual cycle and a set of red flags. Each item is written as an action with an owner.
Compliance Program Toolkit: Risk Assessments, Testing Plans, and Remediation Records
This toolkit supplies the working documents of a compliance program: a risk register and control matrix, a testing plan with an analytics library, and the intake, triage, and case management forms that make a reporting channel function. It includes an Upjohn warning script, a preservation notice covering messaging applications, a root cause analysis form that forces the analysis past the individual, a remediation tracker with retest evidence, and a discipline log designed to show consistency across seniority levels. It closes with a board reporting package, a committee charter extract naming mission-critical risks, culture survey questions, and a self-disclosure decision memorandum outline. Adapt each to the company's risks; none is a form to be adopted unchanged.
Compliance Program Effectiveness Checklist: A Practical Checklist
This checklist assesses a compliance program against the three questions regulators actually ask: whether it is well designed, whether it is adequately resourced and empowered, and whether it works in practice. It runs from the risk assessment that everything must trace to, through controls and their owners, the reporting channel and its retaliation control, testing and analytics, and the investigation and remediation machinery. It then covers board oversight and the documentation that proves it, incident response including preservation and the self-disclosure decision, and the monitor-avoidance posture. Items flagged as decisive are the ones that most often determine the outcome of an enforcement matter.