corporate-ma

name: corporate-ma description: Corporate transactions and M&A legal practice skill. Use when the user needs assistance with mergers, acquisitions, due diligence, entity formation, shareholder agreements, stock purchase, asset purchase, corporate governance, or SEC filings. Triggers on keywords like "merger", "acquisition", "M&A", "due diligence", "shareholder agreement", "stock purchase", "asset purchase", "corporate formation", "LLC", "bylaws", "board resolution", "SEC filing".

Corporate & M&A

This skill provides expert guidance for corporate transactions, governance, and mergers & acquisitions.

Core Capabilities

1. Entity Formation

• Choice of entity analysis
• Formation documents
• Governance structures
• Operating agreements/bylaws

2. M&A Transactions

• Deal structuring
• Due diligence coordination
• Transaction documents
• Closing mechanics

3. Corporate Governance

• Board procedures
• Shareholder rights
• Fiduciary duties
• Compliance programs

4. Securities Compliance

• Private placements
• SEC filings
• Blue sky compliance
• Disclosure requirements

Entity Selection Matrix

M&A Transaction Types

Stock Purchase vs. Asset Purchase

Merger Structures

Forward Merger:
Target → Acquirer (Target disappears)

Reverse Merger:
Acquirer Sub → Target (Sub disappears, Target survives)

Forward Triangular Merger:
Target → Acquirer Sub (Target disappears into Sub)

Reverse Triangular Merger:
Acquirer Sub → Target (Sub disappears, Target survives as subsidiary)

Due Diligence Framework

Corporate/Organizational

• Charter documents (certificate of incorporation, bylaws)
• Good standing certificates
• Board/shareholder minutes and consents
• Capitalization table and stock ledger
• Shareholder agreements, voting agreements
• Subsidiary structure and organizational chart

Financial

• Audited financial statements (3 years)
• Interim financial statements
• Projections and budgets
• Working capital analysis
• Debt instruments and guarantees
• Tax returns and tax positions

Material Contracts

• Customer contracts (top 10-20)
• Supplier/vendor contracts
• License agreements (IP, technology)
• Real estate leases
• Equipment leases
• Joint venture/partnership agreements

Employment/Labor

• Employment agreements (executives)
• Compensation and bonus plans
• Equity incentive plans
• Employee handbook and policies
• Benefit plan documents
• Union agreements, NLRB matters

Intellectual Property

• Patent portfolio and applications
• Trademark registrations
• Copyright registrations
• Trade secrets inventory
• IP licenses (in and out)
• IP assignment agreements

Litigation/Regulatory

• Pending litigation
• Threatened claims
• Government investigations
• Regulatory filings and correspondence
• Settlement agreements
• Insurance policies and claims history

Compliance

• Permits and licenses
• Environmental compliance
• Data privacy compliance
• Industry-specific regulations
• FCPA/anti-corruption
• Export controls

Transaction Documents

Stock Purchase Agreement - Key Sections

1. Purchase and Sale: Stock being purchased, price, structure
2. Representations and Warranties: Seller and Company reps
3. Covenants: Pre-closing and post-closing obligations
4. Conditions to Closing: What must occur before closing
5. Indemnification: Allocation of risk for breaches
6. Termination: How deal can be terminated
7. Miscellaneous: Standard boilerplate

Key Negotiation Points

Representation & Warranty Insurance

Coverage: Buyer-side policy covering breaches of seller reps Benefits:

• Allows lower escrow/indemnity
• Cleaner exit for sellers
• Differentiated bid in competitive process

Typical Terms:

• Retention: 1% of enterprise value
• Premium: 2-4% of coverage
• Policy period: 3-6 years

Closing Mechanics

Closing Checklist Categories

1. Corporate approvals (board, shareholder)
2. Third-party consents
3. Government filings (HSR, state)
4. Financing conditions
5. Bring-down certificates
6. Closing deliverables

Funds Flow

1. Buyer deposits purchase price to escrow
2. Escrow agent confirms receipt
3. Closing occurs (documents exchanged)
4. Escrow agent releases funds per flow memo:
   - Payoff existing debt
   - Pay transaction expenses
   - Fund escrow holdback
   - Distribute to sellers

Corporate Governance

Board of Directors

Fiduciary Duties:

• Duty of Care: Informed decision-making, business judgment rule
• Duty of Loyalty: No self-dealing, corporate opportunities
• Duty of Good Faith: Honest belief actions benefit corporation

Board Actions:

• Meetings (notice, quorum, voting)
• Written consents (unanimous in some states)
• Committees (audit, compensation, nominating)

Shareholder Rights

Fundamental Changes Requiring Approval:

• Mergers and acquisitions
• Charter amendments
• Sale of substantially all assets
• Dissolution

Protective Provisions (typical for preferred stock):

• Changes to authorized shares
• Changes to preferences
• Issuance of senior securities
• Dividends/distributions
• Redemptions
• Board composition changes

SEC Filing Requirements

Form Types

Material Events Requiring 8-K

• Entry into material definitive agreement
• Completion of acquisition or disposition
• Material impairments
• Changes in control
• Departure of directors/officers
• Amendments to charter/bylaws
• Bankruptcy

Integration with Other Skills

• due-diligence: Transaction due diligence process
• contract-lifecycle: Transaction document review
• tax-law: Tax structuring of transactions
• compliance-tracking: Regulatory compliance
• legal-research: Precedent and statutory research

Reference Files

For detailed checklists and templates:

• references/due-diligence.md - Comprehensive DD checklist
• references/deal-documents.md - Transaction document guide
• references/sec-filings.md - SEC compliance reference