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.
Managing Parallel Litigation in Two Countries: A Practical Guide
Two proceedings in two countries over one dispute is a management problem before it is a legal one, and the failures are failures of coordination. This guide covers the first forty-eight hours after a foreign action appears, the strategic assessment that determines whether to race, enjoin, stay, or settle, and the coordination machinery that keeps two sets of counsel from undermining each other. It works through the evidence conflicts that arise when one forum compels what another prohibits, the judgment recognition analysis that determines whether the race is worth running, and the witness and position discipline that decides credibility in both forums. It closes with the cost modelling that usually produces the settlement.
Managing a Merger Investigation: A Practical Guide
This guide runs a merger through antitrust review in the order the work happens, beginning during diligence where the outcome is largely determined. It covers the overlap mapping and document assessment that should precede signing, the risk allocation terms that follow from them, and the filing and initial waiting period including the pull-and-refile device. The heart of the guide is second request management: negotiating the custodian and date scope that drives the entire cost, agreeing the review protocol, running the substantive campaign in parallel rather than afterward, and certifying substantial compliance at the right moment. Later steps address timing agreements, remedy design with an upfront buyer, the litigation posture if no remedy is reached, gun jumping controls, the other regulators nobody scheduled, and closing. A running example follows one transaction through eleven months.
Management Rollover and Incentive Equity in Sponsor Deals: What the Team Actually Gets
In a sponsor buyout the management team is simultaneously a seller, a rollover investor, an employee, and the holder of an incentive award, and those four roles pull in different directions. This article explains what the team actually receives and what each piece is worth. It covers the rollover—whether it is taxable, what class of security it buys, and why rolling into the same instrument as the sponsor matters more than the percentage. It then works through the incentive pool: profits interests versus options versus restricted units, vesting on time and on return hurdles, and the tax elections that must be made within thirty days or not at all. The second half covers the provisions that determine whether the equity is ever realized—leaver definitions, call rights, transfer restrictions, drag and tag—and the parachute and deferred compensation rules that constrain the whole structure.
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.
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.
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.
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.
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.
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.
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.
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.
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.