ATLAS/BRIEFINGLaw, organized for consequential decisions.

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Corporate governance

Board process, records, and officer protection.

FIN-03 · 01

Beneficial Ownership Reporting: How to Verify the Rules That Apply Now

7 MIN · FIN

The federal beneficial-ownership regime has shifted through litigation and rulemaking more than once. This brief gives the position as of mid-2026 and a method for confirming what is in force today.

  • The Corporate Transparency Act created a federal reporting duty at 31 U.S.C. 5336, implemented by FinCEN regulation, with reporting first required in 2024.
  • Litigation and enforcement pauses through 2024 and early 2025 repeatedly changed what was required, and of whom, within weeks.
  • A FinCEN interim final rule issued in March 2025 exempted domestic companies and U.S. persons, leaving foreign reporting companies in scope.
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CORP-01 · 02

Board Minutes and Written Consents: Creating a Defensible Corporate Record

8 MIN · CORP

Minutes are written on a calm day and read on a hostile one. This brief sets out what belongs in the corporate record, when a written consent works, and the defects that undo both.

  • Corporate governance formalities are state law; Delaware and Model Act states share the basic architecture but differ in detail and in recent amendments.
  • Delaware permits board action by written consent in lieu of a meeting, but that consent must be unanimous — unlike stockholder consent.
  • Minutes should record that a decision was informed and deliberate; they should not record legal advice, deliberative debate, or draft conclusions.
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CORP-02 · 03

Director and Officer Indemnification: Bylaws, Agreements, and D&O Insurance

8 MIN · CORP

Protection for directors and officers is a stack of three instruments that fail in different places. This brief maps what each layer covers and what falls through the seams between them.

  • Indemnification is state corporate law; Delaware Section 145 is used here as the named example rather than a national rule.
  • Advancement of defense costs is a separate right from indemnification and is usually the one that matters first, and most.
  • Bylaws can be amended by the board; an individual indemnification agreement is a contract that cannot be changed unilaterally.
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CORP-06 · 04

Books and Records Demands: Purpose, Scope, and Response

9 MIN · CORP

An inspection demand is cheap for the sender and expensive to answer badly. This brief covers who may demand records, what purpose qualifies, how far the scope reaches, and what a company should do in the first two weeks.

  • Inspection rights come from state entity law and the company's own documents, so the answer changes with the state of incorporation and the entity form.
  • Delaware's Section 220 conditions inspection on a proper purpose, and courts limit production to records necessary and essential to that stated purpose.
  • Form errors sink demands: signature, oath, ownership proof, and a purpose stated with enough specificity to be tested are all litigated regularly.
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CORP-07 · 05

Director Duties as Insolvency Approaches: Who Is Owed What

8 MIN · CORP

Distress does not hand the board a new master. It changes who has standing to complain and how every decision will be read afterward. This brief separates the rule from the folklore.

  • Delaware rejected a separate fiduciary duty owed to creditors in the zone of insolvency; directors continue to owe duties to the corporation itself.
  • Once a corporation is actually insolvent, creditors may pursue derivative claims on the corporation's behalf, but direct fiduciary claims remain unavailable.
  • Distribution statutes bite before insolvency does: dividends, redemptions, and distributions have solvency and surplus limits with personal exposure attached.
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CORP-08 · 06

Related-Party Transactions: Disclosure, Approval, and Cleansing

9 MIN · CORP

A conflicted transaction is not automatically improper. It is automatically reviewable. This brief sets out the approval architecture that decides which standard a court applies and what the record has to show.

  • Conflicted transactions are governed by state entity law. Delaware and Model Act states share the same architecture but differ in defined terms and conditions.
  • The three classic routes are disinterested director approval, disinterested owner approval, and proving the transaction was entirely fair to the company.
  • Delaware amended Section 144 in 2025, restructuring the safe harbors and addressing controlling-stockholder deals, so the current text must be read directly.
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CORP-09 · 07

The Corporate Opportunity Doctrine: When a Deal Belongs to the Company

9 MIN · CORP

A fiduciary who finds a good deal has to ask whose deal it is. This brief works through the tests courts apply, the safe harbor of presenting it first, and how charter waivers change the analysis.

  • The doctrine asks whether the opportunity was in the company's line of business, whether it had an interest or expectancy, and whether it could have taken it.
  • Presenting the opportunity to a disinterested board and receiving a documented refusal is the cheapest and most reliable protection available.
  • Delaware permits a charter to renounce interest in specified classes of opportunities, which is standard practice for venture and private equity investors.
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