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.
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.
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.
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.
Joint Venture Formation Checklist
Joint venture formation runs across eight workstreams that must proceed in parallel, and the failures come from the ones nobody assigned an owner. This checklist covers the entire sequence: threshold structuring decisions, term sheet terms that cannot be deferred, contribution documentation, the constitutional documents, the commercial agreements between the venture and its parents, regulatory clearances, compliance infrastructure, and launch. It is written to be assigned, dated, and initialed rather than read once. Each item is phrased as a verifiable action rather than a topic.
Joint Development Agreements and Co-Owned Intellectual Property: Who Owns What When Two Companies Build Together
Two companies decide to build something together, and the question of who owns the result is usually answered badly or not at all. This article explains why co-ownership of a patent is the worst available outcome—each owner may practice and license without accounting to the other, and neither can sue without joining the other—and why that default drives almost every drafting decision in a joint development agreement. It covers joint inventorship and how it arises, the assignment mechanics that determine whether a company actually owns what its employees invent, the allocation structures that work better than co-ownership, and the different rules for copyright and trade secrets. Worked examples follow a co-development from term sheet through a dispute over an improvement neither party expected.
Joint Development Agreement Checklist
Joint development agreements fail in predictable ways, and nearly every failure is a step that was easy at the time and impossible later. This checklist runs the whole lifecycle. It opens with the pre-term-sheet conversation and the own-side diligence that must precede any commitment, then covers the allocation structure, the field definitions and how to test them, and the three background IP provisions that determine whether either party can practise the result. It then runs the commercial terms, the governance that manages inventorship during the project, the warranty and indemnity package, and the survival provisions. Separate sections cover counterparty-specific issues and the ongoing administration that most collaborations neglect.
IPO Readiness Checklist: A Practical Checklist
This checklist runs an initial public offering from the readiness assessment eighteen months out through the first quarter as a public company. It front-loads the work that actually determines the timetable: auditable financial statements and a close process that fits a filing deadline, clean capitalization records, an independent board recruited and functioning, and material contracts reviewed before they become public exhibits. It then covers route selection, the working group, the registration statement with particular attention to risk factors and opinion statements, the due diligence record that supports the Section 11 defense, the communications discipline, confidential submission and the comment process, and pricing as a board decision. Closing sections address governance choices that last for decades, exhibit and confidential treatment planning, the stop-or-postpone conditions, and the public company obligations that begin at effectiveness.
Investor-State Arbitration: Treaty Protections, Jurisdiction, and the Enforcement of Awards Against States
Investor-state arbitration lets a foreign investor sue a host state directly, under a treaty the investor never signed, before a tribunal the state cannot control. This article explains how that works: the standing offer to arbitrate contained in investment treaties, the jurisdictional requirements that decide most cases before the merits, and the substantive protections—fair and equitable treatment, expropriation, national treatment, and the umbrella clause—that define what a state may not do to an investment. It covers the ICSID system and its self-contained annulment regime, the alternative of ad hoc and institutional arbitration under the New York Convention, and the sovereign immunity rules that make enforcing an award against a state genuinely difficult. Worked examples follow a claim from the first notice of dispute through an attempted execution against state assets.
Investment Treaty Claim Checklist
Investor-state claims fail on jurisdiction far more often than on the merits, and the jurisdictional questions are all checkable before a notice is served. This checklist runs the pre-filing assessment in the order that matters, beginning with whether an award could ever be enforced against this particular state. It then covers the notice of dispute and the cooling-off period, the request for arbitration and arbitrator selection, and the evidentiary case that must be built from the claimant's own files. Separate sections cover the state's defence and bifurcation strategy, quantum from both sides, annulment and enforcement, and the preventive structuring and insurance that should have happened years earlier.
International Sales of Goods: The CISG, Incoterms, and the Contract You Did Not Know You Signed
The Convention on Contracts for the International Sale of Goods applies automatically to most cross-border sales between businesses in signatory countries, and it displaces the Uniform Commercial Code unless the parties opt out. Many contracts governed by it were drafted by lawyers who did not know it applied. This article explains when the CISG governs, how it differs from Article 2 in ways that change outcomes—no parol evidence rule, no writing requirement, a different mirror image rule, a different standard for termination, and a different damages measure—and how to opt out properly if that is the goal. It then covers Incoterms, the delivery term abbreviations that allocate cost, risk, and customs responsibility, and the recurring errors in using them. Worked examples follow a battle of the forms and a dispute over a rejected shipment.
International Sale of Goods Contract Checklist
Cross-border sale contracts fail on a small number of recurring points, and almost all of them are checkable. This checklist runs the whole document. It opens with the CISG applicability determination and the opt-out language that actually works, then covers Incoterm selection driven by the logistics rather than by habit, the transport document and payment mechanism, and the insurance that must follow risk rather than freight. Later sections cover specification, inspection, and the notice of non-conformity that defeats more claims than any substantive rule, then the compliance layer of export controls, sanctions, customs, and product regulation. It closes with a reconciliation table for the contract, the credit, the Incoterm, and the insurance, and a set of red flags.
International Patent Filing: The PCT, Paris Priority, National Phase, and Foreign Prosecution
There is no such thing as an international patent, and almost every expensive mistake in global patent practice starts with forgetting that. This article explains the machinery that actually exists: the twelve-month Paris Convention priority year, the Patent Cooperation Treaty as a deferral and information-gathering device rather than a grant, the national and regional phase where the real money is spent, and the substantive differences in foreign prosecution that decide what a portfolio is worth. It covers the foreign filing license requirement that quietly voids United States patents, the absolute novelty regimes that punish the disclosure a United States practitioner would forgive, and the drafting choices made in year one that constrain claim scope in year five. It works through the timeline with a running example and gives an honest account of cost, including the pruning decisions nobody enjoys making. It closes with the extraterritorial reach of a United States patent, which is narrower than clients assume and broader than it was.