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.

TechnologyData and Privacy

Government Data Demand Toolkit: Legal Process Review, Objections, and Notification

This toolkit supplies the working documents a law enforcement response function runs on, in the order it uses them. It provides an intake log, a validation form that catches the defective third of demands, a one-page routing decision tree, and a scope negotiation script that resolves more demands than litigation does. It then gives objection letters for the recurring cases — a subpoena seeking content, a civil subpoena, a section 1782 application, and a foreign government demand — plus an emergency request verification form built around the callback rule that defeats fraudulent requests. Later tools cover nondisclosure order tracking and the customer notification that follows expiry, a preservation tracker, a production cover letter and review sheet, a transparency report template, and the contract clauses the whole program depends on. Each item is annotated with the failure it prevents.

Casey Scott McKaySeptember 5, 202617 min read

CorporateCorporate Governance

Governing a Controlled Company: A Practical Guide

Governing a controlled company is a different job from governing a widely held one, because the usual accountability mechanism — the stockholder vote — does not work. This guide sets out the architecture that substitutes for it: how to compose a board that a court will respect, how to build a standing conflicts committee before it is needed, how to run a related-party transaction program that survives a books-and-records demand, and how to handle controller compensation. It covers the ongoing administration of a dual-class structure, including sunset monitoring, permitted transfer administration, and disclosure consistency. It closes with succession, the hardest problem a controlled company faces and the one most often deferred.

Casey Scott McKaySeptember 5, 202628 min read

CorporateMergers and Acquisitions

Going-Private Transaction Checklist

A controller going-private transaction survives litigation or fails on a sequence of decisions made in the first three weeks, most of which are procedural rather than economic. This checklist runs the transaction in order, from the controller's opening letter through committee formation, adviser retention, negotiation, disclosure, and closing mechanics. It flags the ab initio timing requirement, the independence inquiry that listing standards do not answer, and the disclosure items most often omitted. Each section is written to be worked through with dates and initials rather than read.

Casey Scott McKaySeptember 5, 202610 min read

CorporateSecurities

Going Public: The IPO, the Direct Listing, and What Is Left of the SPAC

Going public is a liability event with a financing attached, and the structures available differ mainly in who bears that liability and who buys the shares. This article explains the registration architecture that governs all of them, the near-strict liability of Section 11 and the due diligence defense that shapes the entire process, and what Omnicare requires of statements of opinion. It then compares the three routes — the underwritten offering, the direct listing after Slack Technologies v. Pirani resolved the tracing question, and the de-SPAC as it exists after the enforcement and market corrections — on the terms that actually distinguish them. It covers the S-1 workstreams, financial statement requirements, the emerging growth company accommodations, communications rules and the quiet period, and lockups. It closes with the public company obligations that begin the day after and the readiness work that should precede everything.

Casey Scott McKaySeptember 5, 202629 min read

CorporateSecurities

Going Public Toolkit: S-1 Workstreams, Diligence, and Underwriting Terms

This toolkit provides the working documents of an initial public offering, weighted toward the readiness work that determines the timetable. It opens with a readiness assessment scorecard, a financial statement gap analysis built around auditability and staleness, and a capitalization audit that finds the undocumented grants before underwriter diligence does. It supplies a timetable template that assumes a realistic review period, a workstream matrix with named owners, a diligence request list, and a backup binder specification for every factual claim in the prospectus. Later tools cover an opinion statement test applying Omnicare, a risk factor drafting standard, a communications policy running through the lockup, a comment response format, a governance decision memorandum for the choices that last decades, underwriting agreement terms, and a first-quarter readiness calendar. Each item is annotated with the failure it prevents.

Casey Scott McKaySeptember 5, 202616 min read

Intellectual PropertyPatents

Global Patent Portfolio Toolkit: Filing Calendars, National Phase Instructions, and Cost Models

This toolkit provides the working documents that run an international patent program, in the order the program uses them. It supplies a master filing calendar keyed to the priority date, a one-page invention disclosure form engineers will actually complete, a jurisdiction strategy template, and a national phase decision memo that presents ten-year cost rather than entry cost. It also includes an instruction letter to foreign associates that gives business context instead of "please advise," a translation review protocol, an annuity reconciliation worksheet, a portfolio review sheet with real abandonment criteria, a five-year cost model, and a docket transfer protocol for firm changes and acquisitions. Each item carries an annotation explaining the decision behind it and the failure it prevents. Adapt the templates; do not adapt the dates.

Casey Scott McKaySeptember 5, 202614 min read

CorporateInvestment Funds

Fund Formation Checklist: A Practical Checklist

This checklist runs the full arc of a private fund launch, from the structuring decisions that constrain everything downstream to the first hundred days of operating the fund. It covers exclusion selection and the counting problems each one carries, the entity chain, the ERISA plan asset and commodity pool analyses that get missed, and the adviser registration determination. It then walks the document set, the service providers, the offering exemption mechanics, side letter and MFN administration, closing and equalization, and the recurring compliance calendar. Each item is phrased so it can be marked done, and the ones that are routinely forgotten are flagged.

Casey Scott McKaySeptember 5, 202611 min read

Intellectual PropertyPatents

FRAND Toolkit: Declarations, License Offers, and Rate-Setting Evidence

Working templates for standard-essential patent practice on both sides. It includes a standards exposure register, a supplier licensing inquiry, an implementer willingness response, a patent holder notice letter, an essentiality analysis worksheet, a top-down valuation model, a comparable license normalization table, a supported counter-offer, an escrow and security notice, a negotiation log built for the willingness record, an ITC public interest submission outline, a license term sheet, an arbitration proposal, and a supply agreement indemnity provision. Each carries drafting notes on what a neutral will credit and where each side most often fails. Several templates are designed to be prepared months before they are needed, because the willingness record is built long before any tribunal reads it. Adapt everything to the standard, the portfolio, and the applicable SSO policy and governing law.

Casey Scott McKaySeptember 5, 202622 min read

Intellectual PropertyPatents

FRAND Commitments, Injunctions, and Rate Setting: How Standard-Essential Patents Get Priced

A FRAND commitment is a promise made to a standards body about patents that do not yet exist, to licensees who are not yet identified, at a price nobody has agreed. This article explains how that promise is enforced: what the commitment is as a matter of contract, who can enforce it, the hold-up and hold-out problem it addresses on both sides, and why injunctions against a willing licensee sit uneasily with it. It covers the two dominant valuation methodologies — comparable licenses and top-down apportionment — the royalty base dispute, the essentiality problem, and the negotiation framework courts have built around good faith. It closes with what an implementer and a patent holder each need to do, and when.

Casey Scott McKaySeptember 5, 202628 min read

CorporateInvestment Funds

Forming a Private Fund: A Practical Guide

This guide walks through forming a private fund from the first structuring conversation to the final closing, in the order the work actually happens. It covers the threshold decisions that constrain everything downstream — exclusion, domicile, entity chain, and the manager's regulatory position — then the document set, the service provider selection, and the compliance infrastructure a registered adviser needs before it manages a dollar. It explains how a raise is sequenced, how side letters get negotiated and tracked, and how closings and equalization mechanically work. It closes with the first hundred days of operating the fund, which is where formation decisions either hold or break.

Casey Scott McKaySeptember 5, 202629 min read

Business and CorporateRegulatory

Foreign Investment Review Toolkit: Declarations, Notices, and Mitigation Agreements

Working templates for the CFIUS workstream. It includes a covered transaction screening memorandum, a mandatory filing determination memorandum, an ownership chain questionnaire and personal identifier collection notice, a technology classification memorandum format, a declaration outline, a written notice outline, a question response protocol, a mitigation position paper, National Security Agreement negotiating positions with model language, deal document provisions, a non-notified inquiry response framework, and a post-closing compliance calendar. Each carries drafting notes on what the Committee is looking for and where filings commonly stall. Adapt everything to the transaction and confirm current regulatory requirements before filing.

Casey Scott McKaySeptember 5, 202622 min read

CorporateSecurities Regulation

Filing Schedules 13D, 13G, and Section 16 Reports: A Practical Guide

Ownership reporting is administered by people who do not think of themselves as securities lawyers, which is why it fails. This guide covers the operational reality: obtaining filing codes before you need them, deciding between a 13D and a 13G and documenting the decision, drafting the purpose item so it survives being read against your conduct, and running a Section 16 compliance program that catches problems before the transaction rather than after. It works through the annual and event-driven calendars for both regimes, the questionnaire that surfaces attribution issues, and the pre-clearance procedure that prevents short-swing liability. It ends with what to do when a filing is late or wrong.

Casey Scott McKaySeptember 5, 202628 min read