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.
Commercial Loan Agreements: Covenants, Defaults, and What Borrowers Should Negotiate
A loan agreement is not primarily about the interest rate. It is a set of promises about how a business will be run for the next five years, backed by the lender's right to demand immediate repayment if any of them is broken. This article explains what those promises are and which ones are negotiable. It walks the term sheet and commitment letter, the conditions precedent that decide whether the loan ever funds, and the representations that become continuing obligations through the bring-down mechanic. It then covers affirmative, negative, and financial covenants in detail, including how the EBITDA definition quietly determines whether a company is in default, and the events of default and cross-default provisions that let one small failure trigger everything at once. Later sections cover guaranties, intercreditor and subordination arrangements, what happens in a default, the anatomy of a forbearance agreement, SBA-specific issues, a worked example, a negotiation checklist, and an FAQ.
Business Immigration Toolkit: Visas, PERM, and I-9 Compliance
An employer that hires foreign nationals runs three parallel systems: a nonimmigrant program that determines who may work and for how long, a permanent residence process that takes years and depends on a queue determined by country of birth, and a verification and recordkeeping regime enforced by audit. This toolkit runs all three. It covers selecting the right nonimmigrant category and the compliance obligations each carries, the labor certification and immigrant petition sequence with its unforgiving deadlines, the I-9 and E-Verify process and how an audit actually proceeds, and the internal program—a tracker, a policy, and a set of calendared milestones—that keeps a sponsored population from falling out of status. It closes with the audit posture that ties the three systems together, since the same records support a visa petition, a labor certification file, and an I-9 inspection.
Sponsorship, Endorsement, and Influencer Agreements: A Practical Guide
Paying someone to talk about a product creates two distinct legal problems, and companies usually address only one. The commercial problem is the agreement—what the endorser must deliver, what the brand may do with it, for how long, on what exclusivity, and what happens when the endorser does something embarrassing. The regulatory problem is that the resulting content is advertising, subject to substantiation requirements, disclosure obligations, and enforcement that now reaches the endorser and the agency as well as the brand. This guide covers both. It works through the FTC's revised Endorsement Guides and the disclosure standard they impose, the fake reviews rule and its penalties, then turns to the agreements themselves—sponsorship, endorsement, and influencer deals—and the terms that determine whether the arrangement produces value or liability.
Trademark Clearance Search Checklist: A Practical Checklist
A step-by-step clearance checklist that takes a proposed mark from a short list of candidates through a knockout pass, a full search across federal, state, common-law, domain, and social sources, a likelihood-of-confusion analysis, risk triage, documentation, and the proceed/modify/abandon decision. It reflects the USPTO's retirement of TESS in favor of the cloud-based Trademark Search tool. It explains why each step matters, the traps that breed false confidence, and how a documented clearance file builds the good-faith record that blunts a later willful-infringement charge. Use it alongside our full clearance article and the application checklists. Educational, not legal advice; for a high-stakes launch, obtain a clearance opinion from qualified counsel.
Trademark Specimen Preparation Checklist: A Practical Checklist
A checklist for assembling trademark specimens that survive USPTO examination, the single most common reason applications stall. It explains the controlling goods-versus-services distinction, what counts (labels, tags, packaging, point-of-sale displays, and properly functioning ordering web pages for goods; advertising for services) and what does not (invoices, mockups, pre-sale pages), and the two cross-cutting rules: actual use, and mark-matches-drawing. It covers specimens for the initial 1(a) filing, the statement of use, and post-registration Section 8 maintenance, with WHY notes, trap warnings, a common-mistakes list, and primary authority. Educational, not legal advice; confirm current USPTO requirements.
Arbitration and ADR Toolkit: Choosing a Forum, Drafting Clauses, and Running an Arbitration
This toolkit maps the full landscape of arbitration and alternative dispute resolution for commercial parties and their counsel. It begins with the threshold choice among litigation, arbitration, and mediation, then walks the arbitration life cycle: drafting an enforceable arbitration clause, selecting institutional rules (AAA or JAMS), commencing a case, choosing arbitrators, conducting limited discovery, the merits hearing, and the award. It covers post-award practice—confirmation and the narrow grounds for vacatur under the Federal Arbitration Act—and enforcement of both domestic and foreign awards, including the New York Convention. A closing section addresses the mediation process. Each stage links to mclaw.io articles and checklists plus primary authority (the FAA, AAA and JAMS rules, the New York Convention) and the leading Supreme Court cases. It is written for in-house counsel, litigators, and business owners deciding how and where to resolve a dispute.
Buying a Home: Contract, Inspection, Title, Financing, and Closing
A home purchase is the largest transaction most people ever enter, conducted on a form contract, on a compressed timeline, with the parties represented in some states by lawyers and in others by no one. This guide walks the transaction in order. It covers the offer and the purchase agreement, including the contingencies that are the buyer's only real protection and the deadlines that silently waive them. It then addresses seller disclosure and the limits of an as-is sale, the inspection and what to do with what it finds, title review and what an owner's policy does and does not cover, and the survey that turns title exceptions into a picture. Later sections cover financing and the federal disclosure timeline, homeowners association documents, the closing itself with a line-by-line review of the settlement statement, and the post-closing steps people forget.
Anonymous Speaker Unmasking Checklist: A Practical Checklist
This checklist turns the law of unmasking anonymous online speakers into tasks, in the order they arise, for the three participants in every identification fight: the plaintiff who wants a name, the speaker who wants to keep it, and the platform or provider that holds the records. The plaintiff's track runs from capture and preservation through the decision whether a name is worth pursuing, lawful investigation, the choice of claim, court, and limitations strategy, the evidentiary showing that the Dendrite, Cahill, Highfields, and Sony Music tests require, the Doe complaint and Rule 26(d)(1) motion, first-tier and second-tier subpoenas, and verification before amendment. Short sub-checklists cover the DMCA 512(h) subpoena, state pre-suit petitions, out-of-state platforms and the UIDDA, foreign proceedings, and domain names. The speaker's track covers the notice window, preservation, a motion to quash filed without revealing a name, arguments matched to the type of speech, and anti-SLAPP and fee-shifting tools. The platform's track covers validating and scoping legal process, the Stored Communications Act and Cable Act limits, notice to users, objections and third-party standing, and production. Red flags, an FAQ, and practical takeaways close the document.
Settlement Negotiation Toolkit: Case Valuation Worksheets, Concession Plans, and Offer Letters
This toolkit collects thirteen working templates for the negotiation phase of a civil case, from the first valuation through the term sheet signed at mediation. It includes a case valuation worksheet, a decision tree template, a BATNA and reservation price worksheet, an interest-mapping interview guide, a settlement authority memo, and a concession plan. It also provides an opening demand letter, a response to a lowball offer, a bracket proposal script, a mediator's proposal decision memo and response, a Rule 68 offer of judgment, scripts for answering common hardball tactics, and a negotiation term sheet. Each template states its purpose, owner, and timing, uses bracketed placeholders, and is followed by drafting commentary tied to the governing rules and cases. A running example, a patent dispute between a medical device maker and an accused infringer, shows how the templates fit together.
U.S. Citizenship Through Parents
Many people are U.S. citizens without ever knowing it, because citizenship can pass from parent to child by operation of law rather than by application. This guide explains the two main paths a child takes to citizenship through a parent: acquisition at birth abroad under INA sections 301 and 309 (the jus sanguinis rules that turn on the child's date of birth, the parents' marital status, and a U.S. citizen parent's physical presence), and derivation after a parent naturalizes under the Child Citizenship Act of 2000 and INA section 320. It walks through the date-specific physical-presence formulas, the special rules for children born out of wedlock, the Supreme Court's gender-equalization decision in Sessions v. Morales-Santana and its predecessors Miller v. Albright and Nguyen v. INS, adopted children, retention requirements, and the difference between a Consular Report of Birth Abroad, a U.S. passport, and a Certificate of Citizenship (Form N-600). Because the governing law has changed many times and the correct rule depends entirely on the facts and dates of a particular case, the article repeatedly stresses verifying the current statute and consulting qualified counsel. Worked hypotheticals illustrate how the formulas play out in practice.
Trial and Post-Trial Toolkit: From Pretrial Order to Judgment
A trial is won or lost in the three weeks before it starts and preserved or forfeited in the four weeks after it ends. This toolkit covers both windows and the days in between. It begins with the final pretrial conference and the pretrial order that supersedes the pleadings, then works through in limine practice, jury selection, the mechanics of putting on and attacking proof, and the running obligation to preserve error that determines whether anything that happens at trial can be reviewed. The post-trial stages cover the motions that must be filed within twenty-eight days, the stay and bond mechanics that keep a judgment from being executed while it is challenged, cost and fee applications with their own short deadlines, and the notice of appeal whose timing is jurisdictional and unforgiving.
Benefits of Federal Trademark Registration: A Practical Guide
You do not need to register a trademark to own one—but registering it federally on the Principal Register converts a modest, local, hard-to-prove right into a national legal entitlement backed by statutory presumptions and remedies. This guide explains, for business owners, litigators, and judges alike, exactly what registration buys you under the Lanham Act. It centers on the provisions that change the game: Section 22's constructive notice (15 U.S.C. § 1072), Section 7's constructive use (15 U.S.C. § 1057(c)), and the nationwide priority they create; Section 33's prima facie validity and incontestability (15 U.S.C. §§ 1115, 1065); access to federal court; recordation with U.S. Customs; and the punishing statutory and treble damages available against counterfeiters of a registered mark. It also covers the honest limits (the Dawn Donut Rule), the costs and maintenance obligations, and how the Principal Register compares with the Supplemental Register and state registration.