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Analysis from the front lines of IP & technology law.

Our attorneys write about the developments shaping intellectual property — from the PTAB and the Federal Circuit to the practical realities of protecting fast-moving technology.

CorporateExecutive Compensation

Management Equity Toolkit: Rollover Mechanics, Incentive Plans, and Employment Terms

This toolkit supplies the working documents for a management equity package: a rollover and incentive term sheet, an exit waterfall model that shows what each position is worth at three exit values, and a profits interest award agreement outline. It provides clause language in sponsor, management, and middle-position variants for the terms that decide value — the cause and good reason definitions, the leaver and call right structure, performance vesting mechanics with interpolation and distribution credit, and the drag-along limitations. It closes with an 83(b) filing protocol, a 280G timeline and waiver outline, a document review map, a team allocation worksheet, and an annual tracking sheet. Adapt everything to the transaction.

Casey Scott McKaySeptember 5, 202620 min read

CorporateExecutive Compensation

Management Equity and Rollover Checklist: A Practical Checklist

This checklist takes a management team through a sponsor transaction, item by item, in the order the decisions have to be made. It begins with engaging separate counsel and modeling three exit scenarios, then works through the rollover instrument and its tax treatment, the incentive pool's size and participation point, and the vesting mechanics that determine whether performance awards are ever earned. It then covers the leaver provisions and call rights where most value is lost, the employment agreement whose definitions must match, the elections and votes with hard deadlines, and the governance and equity-holder protections. Items that carry irreversible deadlines or that determine the outcome are flagged.

Casey Scott McKaySeptember 5, 20269 min read

CorporateCorporate Governance

Making or Answering a Books-and-Records Demand: A Practical Guide

A books-and-records demand is won or lost in the drafting, and answered well or badly in the first two weeks. This guide covers both sides in sequence. For the stockholder it works through establishing standing, building the credible basis in the demand itself, stating a purpose that survives challenge, tailoring categories a court will actually order, and negotiating the conditions that determine whether the production is usable. For the company it covers the immediate preservation and board-briefing steps, the honest assessment of whether to produce, the scope negotiation, and the conditions worth insisting on. It closes with the summary proceeding, the phased-production approach that resolves most disputes, and the transition from production to complaint.

Casey Scott McKaySeptember 5, 202628 min read

TechnologyAerospace

Licensing a Space or Satellite Venture: A Practical Guide

This guide walks through licensing a space venture in the order the work must actually happen, which is not the order most companies attempt it. It begins with the export control program, because violations occur before anyone thinks about them and the exposure is criminal, then the regulatory schedule built backwards from the launch date. It covers filing the communications application early enough that the license shapes the spacecraft design rather than the reverse, the orbital debris showing that has become the substantive core of that application, remote sensing licensing where a camera is involved, and the launch provider relationship where the license belongs to someone else. Later steps address the launch services agreement and the cross-waiver that removes the remedy clients expect, insurance decisions, ground segment authorizations, and the continuing obligations that outlast the launch. A running example follows a constellation operator through twenty-two months.

Casey Scott McKaySeptember 5, 202628 min read

TechnologyTechnology Transactions

License Compliance Toolkit: Entitlement Records, Audit Clause Analyses, and Settlement Frameworks

This toolkit supplies the working documents for software licence compliance, from the register that should exist before any audit to the amendment that should follow one. It provides an entitlement register schema, a reconciliation worksheet by metric, and an interpretation memorandum template that records how each ambiguous term was read and why. Audit response materials include an acknowledgment letter that concedes nothing, an auditor NDA, a written scope of audit agreement, a production cover letter, and a findings rebuttal structure. The negotiation section supplies a settlement and release with the scope customers actually need, and a full set of amended audit clause provisions — cure period, negotiated remediation pricing, frequency and notice limits, records-only scope, and metric definitions written into the agreement. It closes with a virtualization exhibit, a change gate, and a programme dashboard.

Casey Scott McKaySeptember 5, 202616 min read

FinanceRestructuring and Distressed Debt

Liability Management Transactions: Drop-Downs, Uptiers, Exchange Offers, and the Covenants That Allow Them

Liability management is the practice of using the flexibility in existing debt documents to raise new money, move collateral, or reduce debt outside a bankruptcy court, and it has become the defining feature of distressed credit. This article explains the three principal structures — drop-downs, uptiers, and exchange offers — and the covenant mechanics that make each possible. It works through the sacred rights that majority lenders cannot amend, the difference between bond indentures and credit agreements in this respect, and the litigation that has followed each generation of transaction. It then turns to the defensive side: the cooperation agreements lenders now sign, the covenant provisions that close the openings, and what a lender should actually check before buying. Worked examples follow a drop-down and an uptier through the documents that permitted them.

Casey Scott McKaySeptember 5, 202628 min read

FinanceRestructuring and Distressed Debt

Liability Management Transaction Checklist

Liability management transactions are executed and attacked on the same document, and both sides work through the same provisions in opposite directions. This checklist provides that work as a sequence. It opens with the covenant map and the capacity computation that decide whether a structure survives, then covers the diligence, opinions, and board record a company needs, the assembly of a participating group, and the execution and perfection steps that are most often botched. The defensive half covers early-warning signals, organizing to a blocking position, cooperation agreement terms, the trading and information constraints that follow, and the claim-building sequence. It closes with a lender's underwriting review and the covenant tightening worth demanding in any settlement.

Casey Scott McKaySeptember 5, 20269 min read

CorporateFinance

Leveraged Finance Toolkit: Commitment Letters, Covenant Packages, and Intercreditor Terms

This toolkit supplies the drafting material for a leveraged credit facility: commitment letter and certain funds condition language, market flex parameters, and a term sheet skeleton. It provides the clause language that decides restructuring outcomes — capped EBITDA add-backs, a sacred rights list that includes lien subordination, an unrestricted subsidiary blocker keyed to named assets, and a precise open-market-purchase definition — in buyer, lender, and middle-position variants. It then supplies intercreditor terms covering standstills, bankruptcy waivers, purchase options and credit bidding, a lender cooperation agreement outline, a post-closing tracker, a compliance certificate review sheet, and a consent request package. Adapt everything; the market moves and the drafting must move with it.

Casey Scott McKaySeptember 5, 202618 min read

CorporateCommercial Transactions

Legal Opinion Toolkit: Opinion Forms, Assumptions, Qualifications, and Backup Certificates

This toolkit supplies the drafting material for a closing opinion: a complete annotated opinion letter form, standard assumptions and qualifications with notes on what each does, and the security interest paragraphs with their exclusions. It provides an officer's certificate covering the facts the opinion rests on, a jurisdictional map worksheet, a local counsel reliance paragraph, and a no-litigation factual confirmation. It closes with a negotiation response table for the requests that recur, an internal knowledge sweep email, an opinion committee memorandum outline, a diligence checklist keyed to each opinion paragraph, and a backup file index. Every item is a starting point to be adapted, and departures from a firm's own form should be documented.

Casey Scott McKaySeptember 5, 202624 min read

CorporateSecurities

Launching or Listing a Digital Asset: A Practical Guide

This guide walks through launching a digital asset or listing one, in the order the work actually has to happen — which is not the order companies usually attempt it. It starts with the money transmission determination that carries criminal exposure and takes the longest to remediate, then the entity and treasury structure, and only then the transaction-by-transaction securities analysis. Later steps cover choosing a distribution structure, drafting disclosure that will be read by hostile readers, the communications policy that governs the single largest category of adverse evidence, lockups and the resale problem, and the launch itself. Separate steps give the intermediary's version: building a listing committee that functions as a legal control, designing custody so customers are owners rather than creditors, and running the ongoing monitoring that keeps a listing decision defensible. A running example follows a protocol company and a trading venue.

Casey Scott McKaySeptember 5, 202629 min read

CorporateJoint Ventures and Alliances

Joint Ventures and Strategic Alliances: Governance, Deadlock, Contributions, and Exit

A joint venture is the hardest structure in transactional practice because it asks two companies with different incentives to run one business together, indefinitely, without either one being in charge. This article explains what actually determines whether a venture works: how contributions are valued, how governance is allocated, how deadlock is broken, and how someone gets out. It covers the Delaware alternative-entity rules that let parties rewrite or eliminate fiduciary duties, the antitrust analysis that separates a legitimate integration from a cartel with a logo, and the exit mechanics that decide who ends up owning the business. Worked examples show how the same deadlock provision protects one party and traps the other. The organizing insight is that a joint venture agreement is mostly a divorce settlement negotiated during the engagement.

Casey Scott McKaySeptember 5, 202629 min read

CorporateJoint Ventures and Alliances

Joint Venture Toolkit: Term Sheets, Governance Provisions, and Exit Mechanics

This toolkit provides the operative clauses of a joint venture agreement in drafting-ready form, each annotated with the failure it prevents. It includes a term sheet framework covering the nine terms that cannot be deferred, reserved-matter and deemed-budget language, capital call and dilution mechanics, fiduciary duty modification wording that Delaware courts will actually enforce, an antitrust information protocol, and four exit mechanisms with the trade-offs of each. A valuation clause library and a deadlock escalation ladder complete the set. The annotations focus on the drafting choices that determine who ends up owning the business.

Casey Scott McKaySeptember 5, 202613 min read