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.
Closing Opinion Preparation Checklist: A Practical Checklist
This checklist runs a closing opinion from the request through the file that remains afterward. It begins with scoping and the jurisdictional map that determine how much work and how much local counsel the opinion needs, and with the refusals that should be identified on day one. It then walks the diligence supporting each opinion paragraph—entity status, authority, authorization, enforceability, the material agreement review, and the Article 9 work behind a collateral opinion—followed by the officer's certificate, the assumptions and qualifications, and the reliance language. It closes with internal review, negotiation, delivery mechanics, and the backup file. Items that most often produce defects are flagged.
Closing and Administering a Syndicated Credit Facility: A Practical Guide
This guide runs a syndicated credit facility from the commitment letter through closing, administration, amendment, and workout. It covers what to negotiate in the commitment and fee letters, how certain funds conditions actually work, and the conditions precedent and perfection steps that determine whether the collateral package is real. The middle sections cover the administration nobody plans for: compliance certificates, borrowing base reporting, post-closing deliverables, assignments and the register, and the public–private information wall. The last sections cover amendments and consent solicitations, the mechanics of organizing or resisting a lender group, and what happens when the credit deteriorates—including the defensive drafting and the cooperation agreements that decide modern restructurings.
Climate Disclosure Readiness Checklist: A Practical Checklist
This checklist tests whether a company is ready to publish climate and sustainability information that will survive being read closely. It begins with the obligation map—which regimes actually apply and on what triggers—then works through the greenhouse gas inventory boundary and methodology decisions, Scope 1, 2, and 3 data quality, and the emissions factor discipline that prevents unexplainable variances. It covers targets and offsets, physical and transition risk feeding into ordinary securities disclosure, the data controls and assurance readiness that turn a spreadsheet into a reportable figure, and the review gates before publication. Items that most often produce liability are flagged.
Climate and Sustainability Disclosure: What Companies Report and to Whom
A company that says anything about its climate impact is speaking into four legal regimes at once, and only one of them is a disclosure rule. This article maps the actual sources of obligation and liability. Federal securities law makes any material statement actionable whether or not a climate rule requires it, and it reaches every voluntary sustainability report a company publishes. State and foreign regimes impose affirmative reporting obligations that turn on where a company does business rather than where it is incorporated or listed. Consumer protection and advertising law governs environmental claims and reaches private companies with no securities at all, while credit agreements and supply contracts create the most immediately binding commitments of the four. The article works through the greenhouse gas inventory that underlies everything, the First Amendment challenges to compelled disclosure, and the litigation risk that attaches to targets. It closes with the controls and review gates that let a report survive being read closely.
Clearing a Restricted Stock Sale: A Practical Guide
Clearing a restricted stock sale is an administrative process with a legal core, and it fails on paperwork far more often than on analysis. This guide runs the process end to end: establishing the facts that support an opinion, determining affiliate status, documenting the holding period and any tacking chain, obtaining the representation letters, and getting the transfer agent to act. It covers the affiliate's ongoing program—volume computations, Form 144 filings, 10b5-1 plans, and the Section 16 overlay—and the alternatives when Rule 144 will not do the job, including block sales, private resales, and registration rights demands. It closes with the issuer's side, where a defined legend removal procedure prevents most disputes.
CFIUS Filing Checklist: A Practical Checklist
A working checklist for the CFIUS workstream, from the term sheet screen through post-closing mitigation compliance. It sequences the analysis courts and the Committee actually apply: whether a foreign person is involved, whether the U.S. business is a TID business, whether the rights obtained trigger jurisdiction, and whether a filing is mandatory under either the substantial-interest or the critical-technology test. Later sections cover ownership chain collection, the declaration versus notice decision, assembling and filing the submission, managing questions and mitigation, and responding to a non-notified inquiry. Deal document provisions and a post-closing compliance section close it out. Every item is written so that a "no" tells you what to do next.
CFIUS and Foreign Investment Review: Covered Transactions, Mandatory Filings, and Mitigation
The Committee on Foreign Investment in the United States can block a closed transaction years after it closes, and its jurisdiction now reaches minority investments and real estate that would never have been reviewable a decade ago. This article explains what a covered transaction is, when a filing is mandatory rather than voluntary, and how the Committee analyzes national security risk through the threat-vulnerability-consequence framework. It covers the declaration and notice tracks, the timelines that only look predictable, the excepted investor rules, the real estate regulations, mitigation agreements and what living under one is like, and the growing non-notified enforcement program. It closes with the deal-document provisions and the process decisions that determine whether CFIUS is a footnote or the transaction's critical path.
Carve-Out Transactions and Transition Services: Separating a Business That Was Never Separate
A carve-out sells a business that has never existed as a business, and the transaction's real work is manufacturing one. This article explains what separation actually requires: identifying the perimeter, untangling shared contracts and shared intellectual property, moving employees who sit on a payroll that will not move with them, and rebuilding the systems that ran on the parent's infrastructure. It works through the anti-assignment problem that governs shared contracts and licenses, the carve-out financial statements that no auditor will call a business, and the stranded cost problem that determines whether the seller benefits at all. The second half covers the transition services agreement in detail—scope, pricing, duration, service levels, exit, and the reverse TSA—and the day-one readiness discipline that separates good separations from expensive ones.
Carve-Out Toolkit: Separation Plans, TSA Schedules, and Shared Contract Allocation
This toolkit supplies the working documents of a carve-out: an obligation and perimeter definition framework, a shared contract allocation matrix with four treatment paths, consent request letters, and TSA schedules written the way service owners should write them. It provides clause language for wrong pockets, non-obtained consents, transitional trademark licensing with quality control, and TSA exit and migration obligations, in seller, buyer, and middle-position variants. It closes with a standalone and stranded cost worksheet, an employee transfer matrix, a day-one readiness dashboard, a separation management office charter, and a TSA exit tracker. Adapt everything to the transaction.
Carve-Out Separation Checklist: A Practical Checklist
This checklist runs a carve-out from seller readiness through TSA exit. It begins with the pre-process work that determines everything downstream—perimeter, carve-out financials, standalone and stranded cost models, and the contract and license inventory that constrains the structure. It then covers structure selection and its tax, license, employment, and regulatory consequences, the four-bucket contract triage, IP assignment formalities, the employee workstream in both transfer regimes, and IT separation. The last sections cover day-one readiness function by function, the purchase agreement provisions specific to carve-outs, and the first two years of TSA administration and exit. Items that most often cause failure are flagged.
Cartel Defense Toolkit: Leniency Applications, Hold Notices, and Follow-On Defense
This toolkit supplies the documents a criminal antitrust matter needs, on the compressed timeline the leniency race imposes. It opens with a signal assessment and a dawn raid protocol trained down to reception, a litigation hold aimed at the sources cartel investigations actually search—calendars, expense records, phone logs, and messaging platforms—and a marker decision memorandum designed to be approved in a day. It provides a global filing tracker, an Upjohn script with a separate-counsel referral point, joint defense agreement terms with an exit provision, and grand jury witness preparation materials. Later tools cover a plea term sheet built around the volume of affected commerce, an ACPERA cooperation log, a trade association protocol, an information exchange audit, and a compliance training outline aimed at where cartels actually form. Each item is annotated with the failure it prevents.
Building a Sustainability Disclosure Program: A Practical Guide
This guide builds a sustainability disclosure program from nothing, in the order the work has to happen. It starts with the obligation map—which regimes actually apply, and what each one demands—then constructs the greenhouse gas inventory that every other deliverable derives from, including the boundary and methodology decisions that are hard to change later. It covers the materiality assessment, the physical and transition risk work, target setting that will survive scrutiny, and the data controls and assurance readiness that turn a spreadsheet into a reportable figure. The last sections cover review, publication, and the annual cycle, including the website sweep and contractual deliverable calendar that most programs omit.