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.
Discretionary Review Toolkit: Petition Structures, Conflict Charts, and Amicus Coordination
This toolkit supplies the documents behind a discretionary review petition. It opens with a conflict chart schema and a vehicle memorandum that together determine whether a petition should be filed and in which case, followed by a question-presented workshop with worked examples of weak and strong formulations. Petition and opposition templates set out the sections in the order the Court reads them, with the merits argument in its proper subordinate place. Amicus materials include a recruitment brief, a topic allocation grid, and a deadline tracker. En banc materials include a Rule 35 certificate, a side-by-side conflict table, and a narrowing petition for panel rehearing. The toolkit closes with an appendix index, a filing mechanics checklist, a master deadline calendar, and a client engagement memorandum recording the odds and the decision.
Disclosure Controls and Insider Trading Checklist: A Practical Checklist
A working checklist for the public company disclosure function, organized the way the work actually runs. It covers the disclosure committee and its charter, the sub-certification process, the Form 8-K trigger protocol and escalation paths, documented materiality assessments, the quarterly close and filing sequence, earnings and guidance, Regulation FD controls, and insider trading policy administration including windows, pre-clearance, 10b5-1 plans, and Section 16. Separate sections cover the first forty-eight hours when something goes wrong, restatements, regulatory inquiries, the annual cycle, and the newly public company. Every item is written so that a "no" tells you what to do next.
Directors and Officers and Cyber Insurance: Towers, Triggers, Allocation, and the Claim You Must Notice
A directors and officers tower and a cyber policy are the two insurance programmes most likely to decide whether a serious corporate event is survivable, and both are riddled with conditions that defeat coverage for reasons unrelated to the merits. This article explains the three-part structure of a D&O policy and why Side A matters most when it matters at all, how the claims-made trigger and the notice of circumstances provision actually work, and what goes wrong in an excess tower when the primary settles below its limit. It examines allocation between covered and uncovered parties and claims, the conduct exclusions and their final-adjudication qualifiers, and the insured-versus-insured exclusion in derivative and bankruptcy contexts. Cyber sections cover the coverage grants that matter, social engineering and funds transfer fraud, business interruption and contingent business interruption, and the war and infrastructure exclusions. Worked examples follow a securities claim, a wire fraud loss, and a ransomware event with a coverage dispute.
Digital Assets and Securities Regulation: Howey, Custody, Exchanges, and Stablecoins
Whether a token is a security is the wrong first question, and asking it that way is how companies get the answer wrong. This article works through what the Howey inquiry actually asks, why the answer attaches to the transaction rather than to the asset, and how the analysis changes as a network matures. It then covers the questions that follow from the answer and the questions that arise regardless: exchange and broker-dealer registration, custody and the rules that govern holding someone else's assets, the commodity-side jurisdiction that reaches tokens that are not securities, money transmission licensing and the Bank Secrecy Act obligations that attach to almost everyone in the business, and what a stablecoin issuer is actually promising. It closes with what a defensible token analysis memorandum contains and why writing one is worth more than the conclusion it reaches.
Digital Asset Toolkit: Token Analyses, Custody Terms, and Disclosure Language
This toolkit supplies the documents a digital asset project actually needs, ordered by when the work must happen rather than by how interesting the question is. It opens with a money transmission determination worksheet, because that analysis carries criminal exposure and the longest remediation timeline, then a transaction inventory and a Howey worksheet applied per transaction rather than to the asset. It provides a decentralization scorecard with measurable dimensions, a token analysis memorandum outline written for a hostile reader, a whitepaper review checklist and model risk factors, and a communications policy. Later tools cover the treasury sale and insider trading policies, a listing committee analysis form, custody terms and a three-document reconciliation, stablecoin reserve disclosure, and a launch readiness sign-off. Each item is annotated with the failure it prevents.
Digital Asset Compliance Checklist: A Practical Checklist
This checklist runs a digital asset project from the determination that carries criminal exposure through launch and ongoing monitoring, in the order that reduces risk fastest. It opens with money transmission and Bank Secrecy Act status, because that analysis applies most broadly and takes the longest to remediate, then entity and treasury structure. The securities work follows as a transaction-by-transaction analysis rather than a single question about the token, with separate screens for notes, commodity-side exposure, and state law. Later sections cover disclosure, the communications policy that governs the largest category of adverse evidence, distributions and airdrops, treasury and insider trading policies, and launch readiness. Closing sections give the intermediary's listing committee, custody, and stablecoin checklists, plus incident response and an annual review. Every item is written so a "no" tells you what to do next.
Designing and Testing a Compliance Program: A Practical Guide
This guide builds a compliance program from a blank page and then tests it, in the sequence the work actually happens. It starts with the risk assessment that everything else must trace to, explains how to convert risks into controls with owners rather than policies with page numbers, and shows how to design a reporting channel that competes with the government's whistleblower programs. The middle sections cover the testing and monitoring work that separates a real program from a documented one, including sampling, reperformance, and analytics. The last sections cover what to do when something is found: the investigation protocol, root cause analysis, remediation design, discipline and compensation consequences, and the board reporting that makes oversight provable years later.
Designing a Consumer Arbitration Program That Survives Mass Filings: A Practical Guide
A step-by-step guide to building and operating a consumer or worker arbitration program that can absorb thousands of simultaneous filings without collapsing. It covers the threshold decision of whether to keep an arbitration clause at all, the clause architecture that courts have enforced, the operational capabilities that matter more than the drafting, the ninety-day response plan when filings arrive, the segmentation and resolution strategy, and the governance that keeps the program current. It includes worked scenarios with named parties, budgets, staffing, and the mistakes that turn a manageable event into a crisis. Separate sections address the employment and gig-worker variant, working with the process arbitrator, and a biennial tabletop exercise. The guiding principle throughout is to design for orderly volume rather than for deterrence.
Declaratory Relief Toolkit: Complaints, Jurisdictional Briefing, and Discretionary Dismissal
Working templates and model language for declaratory judgment practice on both sides of the caption. It includes a declaratory complaint skeleton with controversy allegations, a covenant not to sue drafted to actually moot a case, a standstill agreement, a Wilton discretionary-dismissal brief outline, an anticipatory-filing timeline exhibit, a demand letter drafted to avoid triggering a declaratory filing, and a client decision memorandum. Each item carries drafting notes explaining what the language is doing and where it commonly fails. Adapt the language to the matter; do not use it unedited.
Declaratory Judgment Checklist: A Practical Checklist
A working checklist for deciding whether to file a declaratory judgment action, drafting one that survives, and defeating one filed against your client. It walks through the controversy analysis under MedImmune, the independent basis for federal jurisdiction, the discretionary factors courts apply under Wilton and Brillhart, and the anticipatory-filing exception to the first-filed rule. Separate sections cover the declaratory defendant's playbook, mootness by covenant not to sue, standstill agreements, and the mechanics that get overlooked. Use it before the filing decision, not after. Every item is phrased so that a "no" tells you what to do next.
Deal Structuring Toolkit: Allocation Schedules, Assignment Consents, and Liability Carve-Outs
Working templates for building an acquisition structure that holds up against successor liability claims. It includes a liability matrix, assumed and excluded liabilities definitions with drafting notes, an assignment and assumption agreement, a consent request letter, environmental lease and escrow provisions, ERISA Section 4204 contract language, WARN allocation provisions, a tax clearance and holdback mechanism, insurance covenants, Section 363 sale order findings, a solvency certificate, and a post-closing conduct memorandum for the operating teams. Each carries drafting notes explaining what the provision does and which exposures it does not reach. Adapt everything to the jurisdictions involved and the diligence record.
Deal Structure and Successor Liability Checklist: A Practical Checklist
A working checklist for identifying successor liability exposure and building a structure that actually addresses it. It opens with the liability inventory to complete in the first two weeks, then works through the structure decision, the excluded liabilities schedule, and each workstream that structure does not solve: environmental, multiemployer pensions, employment and labor, tax clearance, and insurance. Separate sections cover consents and closing mechanics, distressed deals and Section 363 sale orders, post-closing conduct that can undo the schedule, and the seller's own wind-down obligations. Every item is written so that a "no" tells you what to do next.