Legal insights
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.
Resolving Shareholder and Member Disputes in Closely Held Companies
Disputes among the owners of a closely held business follow a recognizable arc, and the outcome usually turns on decisions made in the first sixty days rather than on the merits. This guide covers the whole progression. It starts with the patterns that generate these cases, the early warning signs, and the documents that should be read before anything is said, then explains the crucial distinction between direct and derivative claims and why getting it wrong can end a case. It covers the books and records demand that is almost always the right first move, the substantive claims available including oppression and reasonable expectations doctrines that vary enormously by state, and the remedies courts actually grant. Later sections address valuation and the discount fight that usually determines the money, judicial dissolution and court-ordered buyouts, settlement structures, and how to conduct the dispute without destroying the business that both sides are fighting over.
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.
Drafting Contract Language Courts Will Enforce as Written: A Practical Guide
This guide is about writing contract language that means one thing. It covers the structural choices that prevent disputes, the definitions discipline that most drafting failures trace back to, the difference between conditions and covenants and why it decides remedies, the verbs that allocate obligation and discretion, sentence construction that keeps modifiers where you put them, the boilerplate that actually does work including order of precedence and non reliance, and the consistency review that catches the ambiguities introduced in the last two negotiation rounds. It closes with a clause library of formulations that have caused trouble and their fixes.
Open Source Software Compliance Checklist: A Practical Checklist
Open source compliance fails not because the law is mysterious but because nobody runs the checklist. Hundreds of components, dozens of license families, and a dependency tree that changes hourly turn a tractable obligation into an overwhelming one. This checklist breaks it into discrete, checkable steps: scoping by distribution surface, component discovery (lockfiles, vendored code, binaries and containers), license classification along the permissive/weak/strong-copyleft spectrum, copyleft and AGPL exposure analysis, attribution, remediation (fix, remove, isolate, or comply), a continuous program with a tiered license policy and CI-integrated scanning, SBOM generation, M&A diligence, and incident response. Each step carries enough legal context—anchored in Jacobsen v. Katzer, the SFC v. Vizio third-party-beneficiary theory, the Orange/Entr'ouvert award, and concrete MIT/BSD/Apache/LGPL/GPL/AGPL obligations—to show why it matters. It closes with common mistakes, primary authority, and related mclaw.io resources.
Remote Deposition Checklist: A Practical Checklist
This checklist sets out every task for a remote video deposition in federal civil litigation, for both the examining lawyer and the defending lawyer, in the order the tasks arise. Its phases cover the decision to proceed remotely and the authority for it, the written protocol, the notice or subpoena, the officer and vendors, exhibit preparation, witness preparation, the technology rehearsal, the opening record, conduct during the examination, disputes and suspected coaching, closing the record and post-deposition tasks, and witnesses located abroad. Each item names the governing rule or case and adds a short practical note where one helps. Red-flag boxes mark the problems that most often damage a remote record. A deadlines table and a section on common failure points, built around a short worked example, close the checklist.
Zoning, Land Use, and Entitlements: How Local Government Decides What You Can Build
Whether you can build something is decided by a local body applying a local ordinance, and the process is more political than most business owners expect and more procedural than most political actors expect. This article explains how it works. It covers the comprehensive plan and the zoning ordinance it authorizes, the difference between uses permitted by right and those requiring discretionary approval, and the four principal entitlement paths: conditional use permits, variances, rezonings, and planned unit developments. It then covers site plan and subdivision review, nonconforming uses and when they are lost, and vested rights and development agreements. A long section addresses exactions and impact fees under the Nollan, Dolan, Koontz, and Sheetz line of cases, regulatory takings under Penn Central and Lucas, and the ripeness rules that changed with Knick. Later sections cover constitutional and statutory constraints including RLUIPA and fair housing, historic preservation, and environmental review, with a worked example, a strategy checklist, and an FAQ.
When to Trademark Your Brand: A Practical Guide
A strong trademark is the foundation of a strong brand, yet many founders never think about trademark protection until months or years after launch, by which point the cheapest and most powerful options are often gone. This guide explains, in plain language for lawyers and business owners alike, when to trademark a brand and why timing matters so much. The short answer is that the best moment is at the very beginning, when you are choosing a name and logo, because the two biggest risks of waiting, adopting a name you cannot protect and losing priority to someone who files first, are both avoidable with early action. The guide walks through clearance, the distinctiveness spectrum, the intent-to-use application that lets you lock in nationwide priority before you launch under Section 1(b) and 15 U.S.C. 1057(c), the registration timeline, foreign first-to-file regimes and the China squatting problem, budget and DIY questions, and the later milestones that should reopen the trademark question. It closes with a worked example and concrete takeaways.
Trademark Liability Online: Keyword Advertising, Marketplaces, and Contributory Infringement After Tiffany v. eBay
Trademark law on the internet is mostly a question of who is responsible when someone else's mark shows up in a search ad, a marketplace listing, or a print-on-demand storefront. This article explains the two doctrines that answer that question: the likelihood-of-confusion analysis as courts have adapted it to keyword advertising and search results pages (Rescuecom, Network Automation, 1-800 Contacts v. Lens.com, Rosetta Stone, Multi Time Machine, and the slow retreat from Brookfield's initial interest confusion), and the Inwood test for contributory liability as the Second Circuit applied it to eBay and later courts applied it to web hosts, flea markets, landlords, and Redbubble. It explains why generalized knowledge of counterfeiting is not enough, how willful blindness fills the gap, why there is no trademark DMCA and why Section 230 does not help platforms, and what the INFORM Consumers Act and the proposed SHOP SAFE Act change. It then turns practical: platform programs (Amazon Brand Registry, Project Zero, Transparency, eBay VeRO, and the rest), test purchases and evidence, takedown notices, Schedule A litigation, statutory damages for counterfeits, and the defenses available to sellers, advertisers, and platforms. Two worked examples, a cosmetics brand fighting counterfeits across three marketplaces and a competitor buying your brand as a keyword, show how the doctrine plays out in practice.
IP Transactions and Agreements Toolkit: A Roadmap and Resource Library for Licensing, Assignments, and Diligence
This toolkit is a high-level roadmap for transacting in intellectual property, from the pre-deal IP audit through assignments and licenses, NDAs, employee and contractor IP assignment, patent royalties, software and SaaS licensing, trademark licensing with quality control, copyright transfers, and IP diligence in mergers and acquisitions. Each stage links to mclaw.io articles and checklists plus the controlling statutes and recording systems, including 35 U.S.C. § 261, 17 U.S.C. § 204, 15 U.S.C. § 1060, USPTO assignment recordation, and UCC Article 9 perfection of security interests in IP. It is written for transactional counsel, in-house lawyers, founders, and licensing professionals who need to see how the pieces fit together. Use the narrative to orient and the resource links to do the drafting and diligence. The toolkit flags recurring traps—defective chains of title, missing quality-control provisions in trademark licenses, and the writing requirements for copyright and patent transfers—and notes where law is unsettled. Verify recording requirements and fees at the official sources before relying on them.
Representing Yourself in a Civil Case: A Practical Guide
This guide is for people who must handle a civil case themselves. It explains honestly when self representation is workable and when it is not, then covers the mechanics that decide cases: how to find the rules that govern your court, how to draft and file a complaint or answer that survives, how service actually works, how to use the limited discovery available to you, how to oppose a summary judgment motion, how to prepare and present exhibits, and how to behave in a courtroom so that a judge can rule for you. It also covers fee waivers, limited scope representation, and where to get free help.
Filing an Anti-SLAPP Motion: A Practical Guide
An anti-SLAPP motion is a powerful and unforgiving procedural device: filed correctly it ends a case in ninety days with a mandatory fee award, and filed carelessly it educates the plaintiff, generates an adverse ruling, and in some jurisdictions exposes the movant to the plaintiff's fees. The two-step analysis is deceptively simple and the failures cluster in the first step, where the question is not whether speech was involved but whether the protected activity supplies the elements of the claim. This guide runs the motion from the intake evaluation through the evidentiary record, the opposition, the hearing, the fee application, and the appeal, with attention to the deadline, the discovery stay, and the exemptions that defeat otherwise strong motions. It also covers the forum questions—removal, choice of law, and the federal circuit split—that must be resolved before anything is filed.
Buying or Selling a Home: A Practical Guide from Offer to Keys
This guide runs a residential transaction in order, from both chairs. The buyer track covers setting a real budget, getting a commitment rather than a pre-qualification, writing an offer whose contingencies actually protect you, the first-week tasks that decide the deal, inspecting properly and negotiating the response, reading the title commitment where the surprises live, surviving underwriting, using the three-day Closing Disclosure window, the final walkthrough, and the closing table. The seller track covers pre-listing repairs and title clearing, the listing agreement, honest disclosure, evaluating competing offers on more than price, and managing escrow. A shared section covers costs, what to do when a deal breaks, and where to get help.