ATLAS/BRIEFINGLaw, organized for consequential decisions.

DOSSIER · CORP

Governance Under Stress

What corporate duties look like when a company is challenged, conflicted, or approaching insolvency.

Brief stack

In this dossier

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CORP-06 · 01

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 · 02

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 · 03

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 · 04

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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