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.
Bid Protests at GAO and the Court of Federal Claims: Standing, Timeliness, and the Record
A bid protest is federal litigation conducted on a clock measured in days, on a record the agency assembles, in a forum you must choose before you know what happened. This article explains the three forums and how they differ, who has standing to protest, and the timeliness rules that dispose of more protests than the merits ever do. It covers the CICA automatic stay and why the five- and ten-day windows govern the entire strategy, the standard of review and the prejudice requirement, and how a protest is actually decided on a paper record with almost no discovery. It then works through the common protest grounds, the corrective action that resolves most successful protests, the jurisdictional traps for size protests and task orders, and the position of the awardee who intervenes. A running example follows one company through a protest it filed and one it defended.
Bid Protest Toolkit: Protest Grounds, Agency Reports, and Corrective Action
This toolkit supplies the working documents of a bid protest, from the debriefing request sent on day one to the costs claim filed after a sustained decision. It includes a protest calendar that separates the merits deadline from the shorter automatic stay window, a same-day debriefing request letter, a structured debriefing question set, a forum selection matrix, and a catalog of protest grounds ranked by how often they produce relief. It then provides a GAO protest outline, an evaluation comparison table that makes disparate treatment visible, an agency report review protocol, a comments outline, an intervenor filing outline, a corrective action assessment, and a protest costs claim template. A final tool is the one-page playbook a contractor should adopt before the next unsuccessful-offeror notice arrives. Each item is annotated with the failure it prevents.
Bid Protest Checklist: A Practical Checklist
This checklist runs a bid protest by the clock, because the clock is what decides most of them. It opens with the first day—the debriefing request and the one-page calendar that separates the merits deadline from the shorter automatic stay window—then covers debriefing preparation, the standing and timeliness screens, and the forum decision. Later sections cover drafting the protest, the protective order, a working method for reading the agency report, the comments and supplemental protest round, corrective action, and the decision and costs claim. Separate sections give the awardee's intervention checklist, the specialist tracks for size and task order protests, the pre-award protest, and the playbook a contractor should have written before the notice arrives. Every item is written so a "no" tells you what to do next.
Beneficial Ownership Reporting Checklist
Ownership reporting failures are almost never analytical; they are administrative, and they are caught by checklists rather than by research. This checklist covers threshold monitoring and schedule selection for large holders, the drafting review for a Schedule 13D with particular attention to the purpose and arrangements items, the group analysis, and then the full Section 16 program: officer determination, onboarding, attribution, exemption approvals, pre-clearance, and the filings. Separate sections cover what to do when a filing is late and how to respond to a short-swing demand. It is written to be worked through with dates and initials.
Beneficial Ownership Reporting and Section 16: Schedules 13D and 13G, Group Formation, and Short-Swing Profits
Two disclosure regimes govern who owns large stakes in public companies, and they are more different than their adjacency suggests. Sections 13(d) and 13(g) require anyone crossing five percent to say who they are and what they intend, on a timetable that depends on whether they are activist or passive. Section 16 requires officers, directors, and ten percent holders to report every transaction and to disgorge profits from any purchase and sale within six months, regardless of intent or knowledge. This article explains both, with attention to the questions that actually cause trouble: when informal coordination becomes a group, whether cash-settled derivatives create beneficial ownership, how the short-swing rule is calculated to maximize recovery, and which exemptions actually work. Worked examples follow an activist accumulating a position and an executive who inadvertently owes a profit back.
Award Enforcement Toolkit: Petitions, Vacatur Motions, and Judgment Collection
Working templates for the post-award phase of an arbitration. It includes a petition to confirm, a motion to vacate structured around the statutory grounds, an institutional correction and completion request, a post-award deadline tracker, a jurisdiction decision tree built for the world after Badgerow, a debtor examination outline, and a model arbitration clause revised to address every failure this toolkit exists to fix. Each template carries drafting notes explaining what the language does and where it commonly fails. Adapt everything to the matter and the governing rules.
Auditing a Pricing Algorithm for Antitrust Risk: A Practical Guide
An algorithmic pricing audit is not a technical review; it is an inquiry into what data enters the model, what assurance the firm receives about competitors, and whether pricing decisions remain the firm's own. This guide sets out a twelve-step audit that a legal team can run with the pricing and data functions, beginning with scoping and privilege and moving through vendor diligence, data provenance mapping, model architecture classification, and contract review. It covers the interviews that matter more than the documentation, the document review that finds the sentence nobody should have written, and the analysis of adherence and deviation that will be central to any later dispute. Remediation sections address contract renegotiation, model reconfiguration, decision documentation, and training. It closes with reporting to the board, setting the re-audit cadence, and what to do if the audit finds something serious.
Asset-Based Lending Diligence Checklist
Asset-based facilities close on collateral diligence, and the items that delay a closing are almost always third-party documents nobody sent early enough. This checklist runs the whole process. It opens with the availability model that should precede any term sheet, then covers collateral diligence on customers, contracts, inventory, locations, and liens, the field examination and appraisal, and the eligibility and reserve negotiation where availability is actually determined. Later sections cover perfection by collateral type, the third-party documents and how to move them, the intercreditor terms that matter, factoring and true sale structuring, and the post-closing administration that determines how the lender treats the borrower for the life of the facility.
Asset-Based Lending and Receivables Finance: Borrowing Bases, Factoring, and Control of Collateral
Asset-based lending prices a company's assets rather than its cash flow, which makes it available to borrowers no cash flow lender will touch and makes its documentation entirely different. This article explains the borrowing base—the eligibility criteria, advance rates, and reserves that decide how much a borrower can actually draw—and the monitoring apparatus of field examinations, appraisals, and reporting that supports it. It then turns to receivables finance, where the central question is whether a transaction is a sale or a secured loan, a distinction that determines the seller's rights on default and the buyer's position in bankruptcy. It covers lockbox and dominion arrangements, account debtor defenses, and the bankruptcy provisions that make asset-based structures behave differently from cash flow ones. Worked examples follow a facility from underwriting through a borrowing base that shrinks.
Asset Deals, Stock Deals, and Successor Liability: What Follows the Business and What Stays Behind
The oldest rule in acquisitions is that an asset buyer takes the assets and leaves the liabilities behind, and the rule has so many exceptions that relying on it without analysis is malpractice. This article explains the four traditional common law exceptions, the product line and continuity-of-enterprise doctrines some states have added, and the federal regimes that impose successor obligations regardless of structure: CERCLA, ERISA withdrawal liability, the WARN Act, labor law successorship, and employment discrimination. It covers what a Section 363 sale actually clears and what survives it, how fraudulent transfer law reaches an underpriced deal, and where bulk sales and tax clearance rules still bite. It closes with the structuring decisions that actually reduce exposure and the ones that only appear to.
Assessing Robinson-Patman Exposure in a Pricing Program: A Practical Guide
Assessing Robinson-Patman exposure is an evidentiary exercise before it is a legal one, because the answer depends on facts most companies have never assembled. This guide runs the assessment: mapping net prices by customer, identifying which customers actually compete, and testing every differential against an available justification. It then covers remediation in the order that matters—promotional programs first because they approach strict liability, then functional discounts, then the price tiers themselves. It explains how to build a cost justification study that will hold, how to institute meeting competition documentation that actually works, and how to train a sales force whose emails are the usual source of damaging evidence. It closes with the privilege considerations that shape how the assessment is conducted.
Arbitration Award Challenge Checklist: A Practical Checklist
A working checklist for the days and weeks after an arbitration award issues. It covers the three reads of the award, the six deadlines to calendar on day one, a ground-by-ground vacatur assessment under Section 10, the jurisdictional analysis that Badgerow made mandatory, the confirmation filing, and the collection sequence that turns a judgment into money. Separate sections address Convention awards, partial awards, insolvent debtors, and the drafting fixes each matter produces. Every item is written so that a "no" tells you what to do next.