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.

CommercialInternational Trade

Contracting for a Cross-Border Sale of Goods: A Practical Guide

A cross-border sale of goods contract has to do more than a domestic one, because the default rules are different and because the transaction crosses borders, currencies, carriers, and customs regimes. This guide runs the drafting decisions in order: whether to keep or exclude the CISG and how to do it properly, which Incoterm fits the actual logistics, how payment and documents interlock with the delivery term, and what to say about warranties, remedies, and notice. It then covers the compliance layer that domestic contracts do not need — export controls, sanctions, customs, and product regulation — and the dispute resolution choices that determine whether a judgment is worth anything. It closes with a negotiating sequence and the errors that recur.

Casey Scott McKaySeptember 5, 202629 min read

CommercialSupply Chain

Contract Manufacturing Review Checklist: A Practical Checklist

This checklist reviews a contract manufacturing relationship from supplier diligence through exit, organized around the provisions that matter when the relationship goes wrong rather than when it is going well. It covers the contract architecture that keeps purchase orders from overwriting the agreement, tooling ownership with the unconditional release right that makes ownership real, capacity commitments and forecast zones, the quality agreement, and change control including the plant relocation case people forget to name. Later sections address pricing with the audit that keeps it honest, warranty and epidemic failure carved out of the liability cap, intellectual property and documentation delivered quarterly rather than on termination, supply chain compliance obligations that land on the customer, and supplier insolvency preparation. Closing sections cover ongoing management, deterioration, transfer execution, and the manufacturer's legitimate positions. Every item is written so a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202611 min read

CommercialSupply Chain

Contract Manufacturing and Hardware Supply Agreements: Tooling, Capacity, Quality, and Exit

A contract manufacturing relationship is easy to enter and extraordinarily difficult to leave, and almost every dispute in it traces to a term nobody negotiated at the start. This article works through what actually governs a hardware supply relationship: the ownership of tooling and who can hold it hostage, capacity and allocation when the manufacturer has other customers, the quality agreement that sits beside the commercial one and is usually written by people who never read it, and the change control that determines whether the product you ship is the product you qualified. It then covers the failure modes — epidemic defects, recalls, forced labor and origin compliance, and supplier insolvency — and closes with the exit, which is the provision that determines whether the relationship is a partnership or a hostage situation. A running example follows one hardware company through a transfer.

Casey Scott McKaySeptember 5, 202628 min read

LitigationRemedies

Contempt and Enforcing Injunctions: Civil, Criminal, and What an Order Actually Compels

An injunction is worth what a court will do when someone ignores it, and the machinery for finding out is contempt. This article separates civil from criminal contempt — a distinction that determines the burden of proof, the procedural protections, who prosecutes, and whether a jury is required — and explains why the label a party puts on its motion does not control. It works through what an order actually compels under Rule 65(d), including the specificity requirement that defeats more contempt motions than any factual dispute and the narrow set of nonparties an injunction binds. It then covers the elements of a civil contempt showing after Taggart, the difference between coercive and compensatory sanctions, purge conditions and the keys-to-the-jail principle, the inherent power that reaches conduct no rule covers, and the practical mechanics of getting an order enforced.

Casey Scott McKaySeptember 5, 202629 min read

LitigationRemedies

Contempt and Enforcement Checklist: A Practical Checklist

This checklist runs an enforcement effort from the first sign of non-compliance through the sanctions hearing and appeal, in the order the work happens. It opens with reading your own order as a hostile reader would and identifying who is actually bound, because the specificity requirement and the Rule 65(d)(2) list defeat more contempt motions than any factual dispute. It then covers the compliance demand that resolves many situations for the cost of an afternoon, post-judgment discovery, choosing among clarification, enforcement, and contempt, and building a record that satisfies the clear and convincing standard. Later sections address choosing the sanction, proving compensatory harm and segregating fees, the hearing, defending a contempt motion, appeals and stays, judgment-proof and foreign respondents, discovery-order enforcement, consent decrees, and drafting the next order. Every item is written so a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202611 min read

LitigationArbitration

Confirming and Vacating Arbitration Awards: The Narrow Door of FAA Review

An arbitration award is close to unreviewable, and that is the point of arbitration. This article explains what a court may and may not do with an award under the Federal Arbitration Act: the mandatory confirmation provision of Section 9, the four exclusive vacatur grounds of Section 10, the narrow modification power of Section 11, and the three-month clock in Section 12 that ends most challenges before they start. It traces what Hall Street, Stolt-Nielsen, Oxford Health, and Badgerow actually decided, why "the arbitrator got it wrong" is not a ground, and where the remaining space for real challenges lies. It also explains the jurisdictional problem Badgerow created for confirmation petitions and how practitioners are working around it.

Casey Scott McKaySeptember 5, 202629 min read

TechnologyPlatform Regulation

Complying With the DSA and DMA: A Practical Guide

This guide is the implementation plan for a United States company that has discovered the European platform regulations apply to it. It starts with the scoping determination that governs everything else, then covers appointing a legal representative and points of contact, rewriting terms and conditions to describe what the company actually does, and building the notice and action mechanism. The largest steps cover statements of reasons and the transparency database submission, the internal complaint system and out-of-court dispute settlement, marketplace trader verification, and advertising and recommender transparency. Later steps address authority orders and trusted flaggers, the annual transparency report, whether to harmonize globally or geo-differentiate, exercising business user rights against gatekeepers, and the option of leaving the market. A running example follows a mid-sized platform through a nine-month build.

Casey Scott McKaySeptember 5, 202628 min read

CorporateCompliance and Investigations

Compliance Program Toolkit: Risk Assessments, Testing Plans, and Remediation Records

This toolkit supplies the working documents of a compliance program: a risk register and control matrix, a testing plan with an analytics library, and the intake, triage, and case management forms that make a reporting channel function. It includes an Upjohn warning script, a preservation notice covering messaging applications, a root cause analysis form that forces the analysis past the individual, a remediation tracker with retest evidence, and a discipline log designed to show consistency across seniority levels. It closes with a board reporting package, a committee charter extract naming mission-critical risks, culture survey questions, and a self-disclosure decision memorandum outline. Adapt each to the company's risks; none is a form to be adopted unchanged.

Casey Scott McKaySeptember 5, 202618 min read

CorporateCompliance and Investigations

Compliance Program Effectiveness Checklist: A Practical Checklist

This checklist assesses a compliance program against the three questions regulators actually ask: whether it is well designed, whether it is adequately resourced and empowered, and whether it works in practice. It runs from the risk assessment that everything must trace to, through controls and their owners, the reporting channel and its retaliation control, testing and analytics, and the investigation and remediation machinery. It then covers board oversight and the documentation that proves it, incident response including preservation and the self-disclosure decision, and the monitor-avoidance posture. Items flagged as decisive are the ones that most often determine the outcome of an enforcement matter.

Casey Scott McKaySeptember 5, 202610 min read

ArbitrationInternational Arbitration

Complex Arbitration Toolkit: Consolidation Requests, Joinder Applications, and Clause Suites

This toolkit supplies the documents used to build and run a multiparty arbitration. It opens with a dispute map and a compatibility matrix that expose, before signing, whether a transaction's agreements can be heard together, followed by a full clause suite with consolidation, joinder, flow-down, multiparty appointment, and delegation provisions ready to adapt. A retrofit agreement adds the machinery to contracts already signed. Dispute-stage tools include a consolidation request, a joinder application, an opposition outline, a jurisdictional reservation, and a non-signatory analysis worksheet. Procedural materials cover a first procedural order for a proceeding with four or more parties, a hearing time allocation model, a cross-examination protocol, and a costs apportionment framework. It closes with a settlement exit deed and a clause audit template for reviewing an inherited portfolio.

Casey Scott McKaySeptember 5, 202616 min read

TechnologyAerospace

Commercial Space and Satellite Operations: Licensing, Spectrum, Liability, and Orbital Debris

There is no space regulator in the United States, which is the first thing a space company needs to understand and the reason its licensing schedule is longer than it planned. This article maps the four regimes that actually govern a launch and a satellite: Federal Aviation Administration licensing of launch and reentry, Federal Communications Commission authorization of every transmission, remote sensing licensing for anything that images the Earth, and the export control regime that reaches the hardware, the data, and the conversations. It works through the financial responsibility structure that combines required insurance, cross-waivers, and a government indemnification tier, and explains what orbital debris rules now require and why they have become a licensing gate rather than a courtesy. It closes with liability allocation in launch and hosted payload contracts and with the international law that sits underneath all of it.

Casey Scott McKaySeptember 5, 202628 min read

Intellectual PropertyTechnology Transactions

Co-Development Toolkit: Background IP Schedules, Ownership Allocations, and License Grants

This toolkit provides the operative provisions of a joint development agreement in drafting-ready form, annotated with the consequence each carries. It supplies a background IP schedule, a field-of-use definition with the exclusions that prevent later argument, and three alternative ownership allocation clauses. It provides the exploitation licence that determines whether either party can practise the result, a full co-ownership agreement for parties who genuinely want one, and an invention disclosure form built to establish inventorship years later. A joint IP committee charter, an expert determination clause for characterization disputes, present-assignment language for employees and secondees, and a survival and change-of-control provision complete the set.

Casey Scott McKaySeptember 5, 202619 min read