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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.