Finance Insights
Analysis and practical guides on finance.
39 articles, checklists, and guides on finance law, written by the attorneys at MC Law. Every piece is general information, not legal advice—for a specific matter, contact the firm.
Investment Management Regulatory Toolkit: Advisers, Funds, and Broker-Dealers
A regulatory toolkit for investment advisers, private funds, and broker-dealers. Two federal regimes govern people who give investment advice and people who effect securities transactions, and the line between them determines registration, standard of conduct, examination, and enforcement exposure. This toolkit runs both: the adviser definition and its exclusions, federal versus state registration and the exempt reporting categories, the fiduciary duty and the conflicts that recur, the compliance rules that generate most examination findings, private fund formation and the fee and valuation practices enforcement targets, broker-dealer registration and Regulation Best Interest, the finder problem, and the examination and enforcement process from document request through Wells notice. It closes with a build sequence for a new firm and a diagnostic for an existing one. It closes with examination readiness, where the books and records rules and the compliance program are tested against what the firm actually did.
Applying for an SBA 7(a) Loan: A Practical Guide for Small Business Borrowers
An SBA 7(a) loan is a conventional bank loan with a federal guarantee attached, and that structure explains everything about the process: the bank underwrites the credit and the SBA imposes a layer of eligibility, documentation, and program rules on top. Borrowers who understand which requirements come from which source negotiate the right things with the right party. This guide covers eligibility including size standards and the affiliation rules that catch private-equity-backed applicants, the permitted uses of proceeds, the economics of fees and rates, the collateral and personal guaranty requirements that are not negotiable, and what a complete application actually contains. It then walks the closing conditions, the special rules for business acquisitions, and what happens on default.
Cryptocurrency and Digital Asset Regulation in the United States
Digital asset regulation in the United States is not a single regime but the collision of several older ones, each of which was written for something else and each of which claims part of the field. This article works through the claims in order: when a token is a security under the Howey test and what the Ripple and Terraform decisions actually held, where the Commodity Futures Trading Commission's authority begins and ends, why every meaningful intermediary is a money services business with Bank Secrecy Act and sanctions obligations, how the federal payment stablecoin framework changed the analysis for issuers, what the tax rules require now that broker reporting and per-wallet basis tracking are in effect, and how customer assets are treated when an exchange fails. The organizing insight is that no regulator supervises digital assets as such; each older statute asks whether a particular transaction or relationship falls within its own definitions. The practical consequence is that analysis begins with what a business does, not with what it holds.
Creditor Proof of Claim and Bankruptcy Response Checklist: A Practical Checklist
When a customer files for bankruptcy, a creditor has a short window in which nearly all of the available value is captured, and most of it is captured by knowing which of several parallel tracks apply. The unsecured claim is one track; the goods delivered in the twenty days before filing are another with a much better priority; the payments received in the ninety days before filing are a liability rather than an asset; and the personal guaranty is unaffected by the filing entirely. This checklist runs the first sixty days in order, identifies every deadline that cannot be extended, and flags the strategic decisions—filing a claim, asserting setoff, objecting to a plan—that carry consequences beyond the immediate recovery. This checklist walks each track in the order the deadlines arrive, from the first notice through plan confirmation and distribution.
Negotiating an Equipment Lease: A Practical Guide
An equipment lease looks like a rental and frequently functions as a secured loan, and the difference determines the parties' rights on default, in bankruptcy, and at the end of the term. Whether a transaction is a true lease or a disguised security interest is decided by a statutory test that turns on economic reality rather than the document's label, and the answer drives the accounting, the tax treatment, and whether the lessor must file to protect itself. Beyond that threshold, the negotiation runs through a small set of provisions that carry nearly all of the economic risk: the hell-or-high-water covenant, the stipulated loss schedule, the end-of-term options, and the return conditions. This guide covers the classification analysis, the structures in use, the terms worth negotiating and the ones that are not, and the diligence a lessee should complete before signing.
Banking and Payments Regulation for Fintech Companies
A payments or lending product built by a technology company is regulated as financial services from the first transaction, and the regulatory obligations attach whether or not anyone at the company has read them. The framework is fragmented across federal prudential regulators, the Consumer Financial Protection Bureau, FinCEN, OFAC, and fifty state banking departments, and the same product can be lawful in one structure and unlicensed money transmission in another. This article maps the regime: when a product requires money transmitter licensing and when it does not, how bank partnership structures work and where they fail, the consumer protection statutes that apply to accounts and credit, the anti-money-laundering program every covered company must build, and the third-party risk management expectations that now govern what a sponsor bank will let a fintech do. Two obligations run through all of it without any size or licensing threshold: sanctions screening under OFAC and the prohibition on unfair, deceptive, or abusive acts and practices.
Chapter 7 Liquidation and Creditors' Rights: Claims, Exemptions, and the Discharge
Chapter 7 is a liquidation, and understanding it means keeping two very different proceedings straight: an individual case, which is mostly about the discharge, and a business case, where there is no discharge and the entire exercise is about collecting and distributing assets. This article covers both from the perspectives that matter—the debtor deciding whether to file, and the creditor deciding what to do about a filing that just landed. It works through the estate and the automatic stay, what the trustee actually does, how claims are filed and paid in priority order, the exemption system and its state-by-state variation, and the categories of debt that survive a discharge along with the deadlines for challenging them. It closes with the alternatives to filing at all, which are frequently better for a small business than a bankruptcy case nobody will fund.
Offshore vs. Domestic Asset Protection: What Every Individual and Business Owner Needs to Know
More than ten million civil lawsuits are filed in the United States each year, which is why asset protection planning has become a mainstream discipline for professionals, business owners, and anyone with meaningful wealth rather than a luxury for the ultra-rich. This article explains how the field actually works by following a fictional physician as she builds a plan, and it compares the domestic and offshore approaches feature by feature. It covers the statutory exemptions that protect retirement accounts and homestead equity for free, the LLC and family-limited-partnership structures that supply charging-order protection, the limits that federal bankruptcy law (11 U.S.C. § 548(e)) and choice-of-law analysis place on domestic asset protection trusts, and the dramatically higher protection that offshore trusts in jurisdictions like the Cook Islands and Nevis can deliver. It anchors the analysis in the governing law—the Uniform Voidable Transactions Act and its badges of fraud, the leading DAPT and offshore cases, and the IRS and FinCEN reporting rules—and it returns again and again to the single most important principle in the field: timing.
Bankruptcy and Creditors' Rights Toolkit
Insolvency touches most businesses from one of three positions: as a debtor deciding whether and how to file, as a creditor deciding what to do about someone else's filing, or as a counterparty whose contract, collateral, or receivable is suddenly governed by a different set of rules. This toolkit organizes all three. It covers the out-of-court alternatives that are frequently better than a case, the chapters and the choice among them, the first-day mechanics that determine whether a business survives its own filing, the creditor's sixty-day window in which most of the available value is captured, avoidance exposure and its defenses, and the guarantor and successor liability questions that survive everything else. Each stage points to the deadline that governs it, because in insolvency practice nearly every substantive right is lost by a calendar rather than by a ruling.
Negotiating a Commercial Loan Term Sheet
A term sheet looks like a page of numbers and is actually the entire loan agreement in outline, negotiated at the only moment when the borrower has leverage. Once it is signed, the definitive documents are drafted from it, and every provision the borrower did not address becomes the lender's form. This guide covers what to negotiate and in what order of priority: the structure and size of the facility, the borrowing base if there is one, pricing and fees including the ones that appear only at prepayment, the financial covenants and the definition of EBITDA that determines whether they are ever breached, the affirmative and negative covenants that constrain ordinary business decisions, the events of default and their cure periods, collateral and guaranties, and the conditions precedent that determine whether the loan actually funds. It closes with what a borrower should do before approaching any lender, and with the syndication and flex provisions that appear once a facility grows past the bilateral stage.
Filing a Subchapter V Small Business Reorganization: A Practical Guide
Subchapter V was created because ordinary Chapter 11 does not work for a company with three million dollars of debt and no ability to fund a six-figure professional budget. It removes the disclosure statement, the creditors' committee, the quarterly fees, and—most importantly—the absolute priority rule, so an owner can keep the business without paying creditors in full or bringing new value. This guide walks through eligibility, the pre-filing preparation that determines whether the case succeeds, the first-day motions and the early status conference, how a plan is built around projected disposable income, the difference between consensual and nonconsensual confirmation and why it decides when the discharge issues, and what happens after confirmation. It closes with the mistakes that cause these cases to convert or dismiss.
Personal Guaranties and Suretyship Defenses: Drafting, Enforcing, and Escaping
A personal guaranty converts a business debt into a family problem, and it does so with a document most guarantors sign without reading and most lenders draft from a form. The law of suretyship gives a guarantor a surprising number of defenses—impairment of collateral, material modification of the underlying obligation, release of the principal—and modern guaranty forms waive essentially all of them, which is why the enforceable scope of those waivers matters more than the defenses themselves. This article covers the anatomy of a guaranty, the distinctions that determine when a lender may sue, the classical suretyship defenses and the statutes that survive a waiver, the anti-deficiency and one-action rules that reshape enforcement in several states, and the discrimination rules that void spousal guaranties. It closes with negotiation points for guarantors and drafting points for lenders.