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.
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.
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.
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.
Filing or Defending an Inter Partes Review: A Practical Guide
A step-by-step guide to prosecuting and defending an inter partes review, written for counsel on both sides and for the district court team running the parallel case. It covers the petitioner's early decision framework and prior art development, the real party in interest analysis, drafting a petition that survives all-or-nothing institution, the stipulation and the stay motion, the patent owner's preliminary response and the arguments that actually defeat institution, post-institution discovery and cross-examination, the motion to amend and its intervening rights cost, the oral hearing, and appeal. It includes worked examples with named parties, budgets, a schedule, and the coordination discipline that dual-track practice requires. Separate parts address multi-defendant joint petitions and joinder practice, and the alternative post-grant vehicles. The organizing lesson is that filing early improves nearly every downstream variable.
Filing or Defending a Bid Protest: A Practical Guide
This guide walks through a bid protest in the order it happens, from the unsuccessful-offeror notice to the recovery of costs, on both sides. It begins with the first twenty-four hours and the calendar that has to be built before anything else, then covers the debriefing, the forum decision, and drafting a protest on very little information. Later steps address the agency report, comments and supplemental grounds, the protective order and what the client will and will not see, hearings and alternative dispute resolution, corrective action, and the decision. Separate steps set out the awardee's defense as intervenor, the Court of Federal Claims variations, size and task order protests, and the protest playbook a company should build before it needs one. A running example follows one contractor through a protest it filed and one it defended.
Fiduciary Duties in Mergers and Acquisitions: Revlon, MFW, Appraisal, and the Standard of Review
When a board sells the company, the standard a court will later apply to its decisions is chosen by the structure of the deal, not by the board's good intentions. This article explains how Delaware allocates deals among the business judgment rule, enhanced scrutiny under Unocal and Revlon, and entire fairness, and what each standard actually demands of a process. It covers the MFW framework that restores business judgment review to controller transactions, stockholder-approval cleansing, the transformation of appraisal into a deal-price-centered inquiry after DFC, Dell, and Aruba, and the disclosure obligations that determine whether a stockholder vote counts. It closes with what a defensible sale process looks like in practice and where boards most often go wrong.
False Claims Act Qui Tam Litigation: The Seal, Materiality, Scienter, and Government Intervention
The False Claims Act lets a private person sue on the government's behalf, collect a share of the recovery, and do it all under seal while the defendant knows nothing. This article explains the machinery that produces that result and the doctrines that decide the cases: the liability provisions and what a false claim actually is, the implied certification theory and the demanding materiality standard the Supreme Court adopted in Escobar, the subjective scienter question Schutte resolved, and the government's intervention and dismissal authority after Polansky. It covers the seal procedure and the disclosure statement, the jurisdictional bars that dispose of many cases before the merits, the pleading standard under Rule 9(b), and the damages and penalty structure that makes exposure so asymmetric. It closes with what a defense actually looks like and what a compliance program should do before any of this starts.
False Claims Act Compliance and Defense Checklist: A Practical Checklist
This checklist runs a False Claims Act matter from the first signal through resolution, and then backwards into the compliance work that should have preceded it. It opens with recognizing a sealed qui tam, the first thirty days, and a litigation hold that reaches the systems where evidence actually lives. It covers the internal investigation with its privilege discipline, the two records that decide most cases—the contemporaneous interpretation file that answers scienter and the agency payment history that answers materiality—and the jurisdictional bars researched during the seal. Later sections address the presentation to the government, the motion to dismiss, discovery in both directions, settlement and its collateral terms, parallel criminal exposure, and the retaliation claim that arrives publicly. Closing sections give the relator's checklist and a compliance program built around what actually gets litigated.
Exercising or Defending a Copyright Termination: A Practical Guide
A step-by-step guide to exercising and defending a copyright termination, written for authors and their families, for catalog owners, and for the counsel advising both. It covers the document reconstruction and timeline that precede everything, the work-made-for-hire threshold, computing the windows under each regime, building the family tree and establishing a majority interest, drafting and serving the notice, recordation, and the negotiation that follows. Separate parts address the grantee's defensive checklist, catalog exposure auditing, sector-specific practice in music, film, and publishing, and what to do when a window has closed. It includes a worked matter with named parties, budgets, and a calendar.
Executive and Cyber Coverage Toolkit: Policy Comparisons, Notice Letters, and Allocation Analyses
This toolkit provides the documents that make an insurance programme usable. It opens with a tower comparison matrix that surfaces the provision differences between layers that decide claims, and a coverage enhancement request list ordered by priority for both D&O and cyber. Claims materials include a notice of claim letter, a notice of circumstances letter drafted broadly enough to capture what follows, a response to a reservation of rights, and an exhaustion and gap-funding agreement for use when an underlying layer settles below its limit. First-party materials include an incident cost capture protocol and a business interruption proof of loss structure. The toolkit closes with an allocation analysis framework, a claims runbook template with the notice matrix at its centre, a board insurance report, a run-off checklist for transactions, and a payment verification procedure for social engineering prevention.
Executing or Resisting a Liability Management Transaction: A Practical Guide
Liability management transactions are executed and resisted on the same document, and both sides do the same work in opposite directions. This guide sets out that work. For the company it covers the capacity computation that determines whether a structure survives, the diligence and opinions that make it defensible, the assembly of a participating group, and the execution sequence. For lenders it covers the early-warning signals, how to organize before a proposal arrives, what a cooperation agreement should contain, the trading and information problems that follow, and how to build a claim. It closes with the negotiation that resolves most of these situations and the terms worth fighting for.
Executing a Carve-Out and a TSA: A Practical Guide
This guide executes a carve-out in the order the work happens, from the seller's separation readiness work before a buyer exists through TSA exit two years after closing. It covers perimeter definition and the reorganization decision, the contract triage that determines which of four treatment paths each shared agreement takes, and the consent process that must start before signing. It walks the employee workstream in both automatic-transfer and offer-and-rehire jurisdictions, the standalone cost model that determines price, and the IT separation that determines the TSA's length. The second half is the TSA itself—how to scope, price, and exit it—followed by day-one readiness and the first two years of living with the arrangement.