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.
EU Platform Regulation Toolkit: Notice Mechanisms, Reports, and Gatekeeper Obligations
This toolkit provides the working documents of a European platform-regulation program, in the order a company builds them. It opens with a scoping memo template that settles the tier question, then a legal representative selection memo, model terms and conditions clauses, and a notice submission form designed around what makes a notice legally sufficient. The centerpiece is a statement of reasons template with every prescribed element and a generation specification for engineering, followed by a complaint form and decision record, a trader verification file, and an advertising and recommender disclosure set. Later tools include a dark patterns audit, an authority order response letter, a transparency report template, a DMA business user rights demand letter, and a geo-blocking assessment. Each item is annotated with the requirement it satisfies and the failure it prevents.
ESOP Transaction and Fiduciary Checklist: A Practical Checklist
This checklist runs an ESOP transaction and the plan that follows it, organized around the single question every dispute reduces to: did the plan pay no more than fair market value, determined in good faith by a prudent trustee. It opens with the feasibility analysis and downturn case that should precede any price discussion, then the exit comparison the seller must see in writing, the transaction team with clean roles, and the trustee and appraiser selection the seller must not control. It covers diligence and projection testing, the negotiation whose absence is the defect regulators look for first, financing and warrants sequenced behind the section 409(p) analysis, and the tax elections in the order they must occur. Later sections address closing setup, employee communication, plan document choices, ongoing fiduciary work, the repurchase obligation, governance, later-stage transactions, and responding to an investigation.
ESOP Toolkit: Valuation, Diligence, Trustee Process, and Plan Administration
This toolkit supplies the working documents of an ESOP transaction and the plan that follows, in the order they are used. It opens with a feasibility model built around a downturn case, an exit comparison memorandum the seller signs, and a role-and-engagement map that prevents the conflicts regulators identify first. It provides a trustee selection questionnaire, an appraiser engagement outline that keeps the retention with the trustee, a projection testing worksheet, a diligence request list, and a negotiation log that documents the record whose absence is the most common defect. Later tools cover a warrant and section 409(p) worksheet, a section 1042 election checklist, a closing and thirty-day setup list, a fiduciary role map, a repurchase obligation model, an employee communication outline, an annual compliance calendar, and a Department of Labor response file index. Each item is annotated with the failure it prevents.
Escrows, Holdbacks, and Purchase Price Security: Who Holds the Money and Who Gets It Back
An escrow is the simplest idea in deal practice and one of the most frequently mis-drafted: money sits with a neutral party until something happens, and the agreement decides what that something is. This article explains what escrows are actually for, how indemnity, adjustment, and special-issue escrows differ, and why the release mechanics generate more disputes than the underlying claims do. It works through the escrow agent's deliberately narrow role, the claim notice and objection sequence that governs release, the interaction with representation and warranty insurance that has reshaped escrow sizing, and the tax and unclaimed property questions nobody raises until later. Worked examples show how a well-drafted notice provision decides a fight over eight figures. It closes with the alternatives to escrow—holdbacks, setoff, letters of credit, and guarantees—and when each is better.
Escrow Toolkit: Escrow Agreements, Joint Instructions, and Claim Notices
This toolkit provides the operative escrow documents in drafting-ready form with annotations explaining the failure each provision prevents. It includes core escrow agreement clauses on claims, objections, retained amounts, and releases; a claim notice and an objection notice; a joint written instruction; a Seller Representative appointment with expense fund and exculpation; and an escrow facts memo for circulation at closing. A consistency-review worksheet and a set of alternative security instruments complete the set. The annotations focus on the handful of provisions that determine whether escrowed money is ever recovered.
Escrow Agreement Review Checklist
An escrow agreement is short enough to read in twenty minutes and consequential enough to decide an eight-figure claim, and most of its failures are consistency failures with the purchase agreement rather than drafting failures on its own terms. This checklist reviews the agreement clause by clause, then runs the cross-document comparison that catches the errors a single-document review cannot. It covers agent selection diligence, funding and verification, the claim and release mechanics, tax and reporting requirements, and the administration calendar to be built at closing. It is written for use with both documents open.
Equipment Leasing Toolkit: Lease Schedules, Hell or High Water Clauses, and Remedy Provisions
This toolkit supplies the operative documents of an equipment lease in drafting-ready form, annotated with the characterization or enforcement consequence each provision carries. It provides a lease schedule with the terms that determine whether the transaction is a lease or a loan, a finance lease designation with the disclosure limb satisfied, a warranty disclaimer, and a hell or high water clause with the limits identified. It supplies an acceptance certificate with the lessee-side conditions worth negotiating, a stipulated loss value schedule that credits disposition proceeds, precautionary filing language with the backup security grant, and end-of-term provisions including a fair market value appraisal mechanism. Remedies, a landlord waiver, and a lessee estoppel certificate complete the set.
Equipment Leasing and UCC Article 2A: True Leases, Disguised Security Interests, and Hell or High Water
An equipment lease is either a lease or a secured loan wearing a lease's clothing, and almost everything that matters follows from which one it is. This article explains the statutory test that decides it, why the bright-line rule catches more transactions than lessors expect, and what the economic realities analysis adds when the bright-line test is not met. It then covers Article 2A's distinctive features: the finance lease, which turns a lessor into a funding source with no warranty exposure, and the hell or high water clause that makes rent obligations absolute. It works through the lessor's remedies, the perfection and precautionary filing practice that protects against recharacterization, and the treatment of leases in bankruptcy, where the distinction between a true lease and a security interest determines everything. Worked examples follow two nearly identical transactions to opposite outcomes.
Equipment Lease Characterization Checklist
Whether an equipment lease is a lease or a secured loan is decided by a statutory test that ignores the parties' labels, and almost everything else follows from the answer. This checklist runs the characterization analysis in the order the Code requires, then covers the structuring decisions that produce the intended result—term against economic life, option pricing, and the residual assumption with genuine risk. It then runs the documentation: the finance lease disclosure requirement, the acceptance mechanics, the insurance and casualty provisions, and the perfection steps including the precautionary filing and lien search every lessor should complete. Separate sections cover the lessee's negotiation priorities, the end-of-term deadlines that cause most losses, and enforcement on default.
Entertainment Licensing Toolkit: Royalty Schedules, Approval Processes, and Audit Provisions
This toolkit collects the drafting materials that decide how much money a licensing programme actually produces and whether anyone can prove it. It provides a royalty schedule with the deduction list written as an exhaustive enumeration, a reserve-against-returns provision with a cap and a liquidation timetable, and an audit clause with the cost-shifting trigger that makes audits worth running. Approval architecture is set out stage by stage with response periods and deemed outcomes, alongside the style guide contents that reduce approval volume. Merchandising provisions cover the minimum guarantee against minimum performance, quality control, and sell-off. Reversion and acceptance language is included for publishing deals, together with a programme administration framework and a signature-day calendar.
Enforcing a Court Order: A Practical Guide
This guide walks through enforcing a court order from the first sign of non-compliance to the sanctions hearing, in the order the work happens. It starts with reading your own order as a hostile reader would, because the specificity requirement defeats more contempt motions than any factual dispute, and moves to the compliance demand that resolves a large share of these situations for the cost of an afternoon. It then covers post-judgment discovery in aid of enforcement, deciding between clarification, enforcement, and contempt, identifying the individuals and nonparties who are actually bound, and building a record that satisfies the clear and convincing standard. Later steps address choosing the sanction you want, the hearing, defending a contempt motion, appeals and stays, and enforcing against a judgment-proof or foreign respondent. A closing step covers drafting the next order so this is easier.
Employee Stock Ownership Plans: Valuation, Fiduciary Duty, and the Leveraged ESOP Transaction
An employee stock ownership plan is a retirement plan that is required to invest primarily in the employer's own stock, which makes it the only qualified plan built on a concentrated position and the only one whose central transaction is a purchase from the people who control the company. This article explains the structure that follows from those two facts: the statutory exemption that makes the purchase lawful, the adequate consideration requirement that is the exemption's condition, the independent trustee whose process determines whether the condition is met, and the valuation that is both the deal price and the fiduciary defense. It works through a leveraged transaction from term sheet to closing, covers the tax provisions that drive the economics, and explains the repurchase obligation that becomes the sponsor's principal long-term liability. It closes with the enforcement posture and what a defensible file contains.