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.

CorporateCommercial Transactions

Closing Opinion Preparation Checklist: A Practical Checklist

This checklist runs a closing opinion from the request through the file that remains afterward. It begins with scoping and the jurisdictional map that determine how much work and how much local counsel the opinion needs, and with the refusals that should be identified on day one. It then walks the diligence supporting each opinion paragraph — entity status, authority, authorization, enforceability, the material agreement review, and the Article 9 work behind a collateral opinion — followed by the officer's certificate, the assumptions and qualifications, and the reliance language. It closes with internal review, negotiation, delivery mechanics, and the backup file. Items that most often produce defects are flagged.

Casey Scott McKaySeptember 5, 20269 min read

CorporateFinance

Closing and Administering a Syndicated Credit Facility: A Practical Guide

This guide runs a syndicated credit facility from the commitment letter through closing, administration, amendment, and workout. It covers what to negotiate in the commitment and fee letters, how certain funds conditions actually work, and the conditions precedent and perfection steps that determine whether the collateral package is real. The middle sections cover the administration nobody plans for: compliance certificates, borrowing base reporting, post-closing deliverables, assignments and the register, and the public–private information wall. The last sections cover amendments and consent solicitations, the mechanics of organizing or resisting a lender group, and what happens when the credit deteriorates — including the defensive drafting and the cooperation agreements that decide modern restructurings.

Casey Scott McKaySeptember 5, 202629 min read

FinanceCommercial Lending

Closing an Asset-Based Facility or Factoring Line: A Practical Guide

Closing an asset-based facility is a collateral diligence exercise wrapped around a credit agreement, and the collateral work drives the timetable. This guide runs the process from term sheet through first funding, beginning with the availability model that should precede any signature because the gap between the commitment and actual availability is routinely thirty percent. It covers the field examination and appraisal that set the numbers, the eligibility and reserve negotiation where the real money is, and the perfection steps that must be complete before funding. Separate sections address the third-party documents that take longer than anything else, the intercreditor access rights that determine whether inventory can actually be realized, and the factoring alternative with its true sale structuring. It closes with the first ninety days of administration, where facilities most often go wrong and where the lender forms a durable view of whether the borrower's reporting can be trusted.

Casey Scott McKaySeptember 5, 202628 min read

CorporateSecurities and Disclosure

Climate Disclosure Readiness Checklist: A Practical Checklist

This checklist tests whether a company is ready to publish climate and sustainability information that will survive being read closely. It begins with the obligation map — which regimes actually apply and on what triggers — then works through the greenhouse gas inventory boundary and methodology decisions, Scope 1, 2, and 3 data quality, and the emissions factor discipline that prevents unexplainable variances. It covers targets and offsets, physical and transition risk feeding into ordinary securities disclosure, the data controls and assurance readiness that turn a spreadsheet into a reportable figure, and the review gates before publication. Items that most often produce liability are flagged.

Casey Scott McKaySeptember 5, 20269 min read

CorporateSecurities and Disclosure

Climate and Sustainability Disclosure: What Companies Report and to Whom

A company that says anything about its climate impact is speaking into four legal regimes at once, and only one of them is a disclosure rule. This article maps the actual sources of obligation and liability. Federal securities law makes any material statement actionable whether or not a climate rule requires it, and it reaches every voluntary sustainability report a company publishes. State and foreign regimes impose affirmative reporting obligations that turn on where a company does business rather than where it is incorporated or listed. Consumer protection and advertising law governs environmental claims and reaches private companies with no securities at all, while credit agreements and supply contracts create the most immediately binding commitments of the four. The article works through the greenhouse gas inventory that underlies everything, the First Amendment challenges to compelled disclosure, and the litigation risk that attaches to targets. It closes with the controls and review gates that let a report survive being read closely.

Casey Scott McKaySeptember 5, 202628 min read

CorporateSecurities Regulation

Clearing a Restricted Stock Sale: A Practical Guide

Clearing a restricted stock sale is an administrative process with a legal core, and it fails on paperwork far more often than on analysis. This guide runs the process end to end: establishing the facts that support an opinion, determining affiliate status, documenting the holding period and any tacking chain, obtaining the representation letters, and getting the transfer agent to act. It covers the affiliate's ongoing program — volume computations, Form 144 filings, 10b5-1 plans, and the Section 16 overlay — and the alternatives when Rule 144 will not do the job, including block sales, private resales, and registration rights demands. It closes with the issuer's side, where a defined legend removal procedure prevents most disputes.

Casey Scott McKaySeptember 5, 202628 min read

LitigationClass Actions

Class Certification Toolkit: Damages Models, Daubert Motions, and Certification Records

This toolkit provides the working documents for a class certification campaign on either side. It opens with class definition templates and the drafting rules that separate a certifiable definition from a fail-safe one, followed by a certification motion outline organized as a proof rather than an argument. The expert materials include an engagement scope, a model specification memorandum, a member-level results table, and the false positive and disaggregation test protocols that decide most disputes. A data production protocol and dictionary template address the schedule risk that derails these cases. Litigation materials include a Rule 702 motion outline, an expert deposition outline, a findings request, a trial plan with a draft verdict form, and a Rule 23(f) petition structure. It closes with a state-law variation chart and a settlement class approval checklist.

Casey Scott McKaySeptember 5, 202614 min read

LitigationClass Actions

Class Certification Expert Checklist

This checklist covers the expert work that decides a class certification motion, from selecting the expert to preserving the record for appeal. It opens with selection and engagement criteria, then the data foundation that every quantitative model rests on, including the dictionary and validation steps that prevent months of dispute. Model construction sections address fit to the certified theory, specification, benchmark integrity, aggregation, and the member-level output the court will ask for. The defence attack section covers quantifying uninjured members, the false positive test, disaggregation, and replication. Method-specific sections cover regression, conjoint, and event study evidence. Later sections cover the Rule 702 motion, expert depositions and code production, the certification hearing including live and concurrent testimony, and the findings and deadlines the appellate record requires.

Casey Scott McKaySeptember 5, 20267 min read

LitigationClass Actions

Class Certification and the Expert Battle: Comcast, Predominance, and Daubert Before the Merits

Class certification is where most class actions are decided, and the fight is conducted almost entirely through experts. This article explains the rigorous analysis required under Rule 23, why commonality after Wal-Mart demands a common answer rather than a common question, and how Comcast tied the damages model to the liability theory in a way that reshaped certification practice. It works through the predominance inquiry as it actually operates — common proof of impact, the treatment of uninjured class members, and the role of representative and statistical evidence after Tyson Foods — and through the securities presumption cases from Basic to Goldman Sachs. Separate sections address whether and how Daubert applies at the certification stage, the standards for regression, conjoint, and event study evidence, and the strategic choices that decide who wins. Worked examples follow an antitrust overcharge model, a consumer mislabeling case, and a securities price impact hearing.

Casey Scott McKaySeptember 5, 202628 min read

LitigationArbitration

Challenging or Enforcing an Arbitration Award: A Practical Guide

A step-by-step guide to what happens after an arbitration award issues, written for both the winner and the loser. It covers the first two weeks of deadline management, the honest assessment of whether a vacatur ground exists, drafting and briefing the vacatur motion, the confirmation petition and its jurisdictional traps after Badgerow, and turning a confirmed award into collected money. It includes a decision framework, a realistic budget, worked timelines, and the drafting lessons that follow from each. The recurring theme is that the outcome is usually determined before the award issues, by the clause and by the record.

Casey Scott McKaySeptember 5, 202628 min read

Business and CorporateRegulatory

CFIUS Filing Checklist: A Practical Checklist

A working checklist for the CFIUS workstream, from the term sheet screen through post-closing mitigation compliance. It sequences the analysis courts and the Committee actually apply: whether a foreign person is involved, whether the U.S. business is a TID business, whether the rights obtained trigger jurisdiction, and whether a filing is mandatory under either the substantial-interest or the critical-technology test. Later sections cover ownership chain collection, the declaration versus notice decision, assembling and filing the submission, managing questions and mitigation, and responding to a non-notified inquiry. Deal document provisions and a post-closing compliance section close it out. Every item is written so that a "no" tells you what to do next.

Casey Scott McKaySeptember 5, 202610 min read

Business and CorporateRegulatory

CFIUS and Foreign Investment Review: Covered Transactions, Mandatory Filings, and Mitigation

The Committee on Foreign Investment in the United States can block a closed transaction years after it closes, and its jurisdiction now reaches minority investments and real estate that would never have been reviewable a decade ago. This article explains what a covered transaction is, when a filing is mandatory rather than voluntary, and how the Committee analyzes national security risk through the threat-vulnerability-consequence framework. It covers the declaration and notice tracks, the timelines that only look predictable, the excepted investor rules, the real estate regulations, mitigation agreements and what living under one is like, and the growing non-notified enforcement program. It closes with the deal-document provisions and the process decisions that determine whether CFIUS is a footnote or the transaction's critical path.

Casey Scott McKaySeptember 5, 202629 min read