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.

CorporateCorporate Governance

Director and Officer Fiduciary Compliance Checklist: A Practical Checklist

Directors are judged on process rather than outcome, and the record of that process is built in ordinary meetings long before anyone is sued. This checklist converts the substantive law of fiduciary duty into the operational practices that actually protect a board: how materials are distributed, how conflicts are surfaced and handled, how oversight of the company's genuinely existential risks is structured and documented, and how the protective stack of exculpation, indemnification, advancement, and insurance is assembled and maintained. Work through it once to establish the baseline, then use the annual section as a recurring calendar item for the general counsel or the corporate secretary. It closes with the indemnification, advancement, and insurance architecture that determines who pays when the process is later challenged anyway.

Casey Scott McKayJune 8, 202612 min read

EstateDeath Care

Arranging a Funeral and Handling Final Affairs: A Practical Guide

This guide walks through the days after a death in the order the work actually has to be done, beginning with the first twenty-four hours and the four things to find before making any arrangements. It explains how to get comparable prices in twenty minutes using the telephone disclosure requirement, what a general price list contains, and the specific things a funeral provider may never require you to buy. It covers who holds the legal right to decide, what to do when a family disagrees, and the authorization requirements for cremation. It then moves to the administrative work: how many death certificates to order and who needs them, the benefits that go unclaimed including veterans burial benefits and employer coverage, and what to do when there is no money. It ends with the afternoon of preparation that prevents nearly all of it.

Casey Scott McKayJune 7, 202627 min read

ConstitutionalGovernment Transparency

Government Transparency Toolkit: Records Requests, Open Meetings, and Litigation

This toolkit assembles the documents used on both sides of government transparency law. For requesters it supplies a request template with the clauses that prevent the most common denials, a preservation demand, fee waiver and expedited processing language, a tracking log, a response review matrix, an administrative appeal template with exemption specific rebuttal language, and a litigation complaint outline. For agencies it supplies an open meetings compliance checklist, an executive session announcement script, agenda drafting guidance, a serial meeting policy, a submitter notice process, and a records retention framework.

Casey Scott McKayJune 6, 202616 min read

EmploymentUnemployment Insurance

Filing and Appealing an Unemployment Claim: A Practical Guide

This guide takes an unemployment claim from the day of separation through a hearing and, if necessary, an appeal of an overpayment. It covers what to do in the first forty-eight hours, how to write the separation statement that a claims examiner reads first, how to ask for the alternative base period, how to prepare for the fact-finding interview, the weekly certification habits that prevent fraud findings, how to prepare and try a telephone hearing including the two cross-examination questions that decide most cases, and how to contest an overpayment and a fraud label separately.

Casey Scott McKayJune 6, 202628 min read

CorporateRisk Management

Business Continuity and Crisis Response Checklist: A Practical Checklist

The difference between a business continuity plan and a business continuity capability is testing, and the difference is discovered at the worst possible moment. Most plans are written to satisfy a customer questionnaire, describe a structure nobody has rehearsed, and live on the network that goes down. This checklist builds the capability instead. It works through the business impact analysis that determines what must be recovered and how fast, the dependency map that surfaces single points of failure, the crisis structure that names who decides and with what authority, the communications that must be prepared in advance including the contractual notice obligations most companies have never extracted, the recovery procedures for technology and facilities and people, the insurance that responds, and the exercise regime that finds the gaps.

Casey Scott McKayJune 6, 20269 min read

CorporateSecurities

SAFEs: An Overview of Simple Agreements for Future Equity

The Simple Agreement for Future Equity (SAFE) is the dominant instrument for raising startup seed capital, but its "simplicity" hides mechanics that routinely surprise founders and investors alike. This guide explains what a SAFE is, how it converts to equity at a priced round, and the crucial 2018 shift from pre-money to post-money SAFEs and why that change reallocated dilution risk from investors to founders. It works through valuation caps, discounts, step-up discounts, and most-favored-nation clauses with concrete math, compares SAFEs to convertible notes, and dissects two failure modes founders rarely see coming: the "SAFE pileup" and the "phantom" liquidation preference. It covers the securities-law reality that a SAFE is a security sold under Section 4(a)(2) and Regulation D, the role of pro-rata side letters, the unsettled tax treatment, and the distinct risks each side carries. The goal is to make a judge, a lawyer, and a first-time founder all comfortable with how these agreements actually behave.

Casey Scott McKayJune 4, 202650 min read

EmploymentDiscrimination

Employment Discrimination Toolkit: Charges, Position Statements, and Litigation

This toolkit supplies the worksheets, letters, and records that build an employment discrimination case, ordered by urgency. It opens with a deadline calculator, because that single question ends more claims than any argument, followed by an incident log and evidence inventory built to be kept contemporaneously. It provides a comparator worksheet keyed to the factors that make a comparator useful, an internal complaint and an accommodation request drafted to name what must be named, and a retaliation log that captures the timeline proximity that proves these claims. It includes a charge drafting worksheet covering the boxes people forget, a dual filing confirmation letter, a position statement response organized around the five kinds of pretext evidence, a mediation preparation sheet, a damages worksheet, a severance review checklist, and a records request.

Casey Scott McKayJune 4, 202618 min read

CorporateCorporate Governance

Board Meeting and Minutes Checklist: A Practical Checklist

Minutes are the corporation's only durable record of what the board decided and why, and they are read years later by auditors, lenders, acquirers, regulators, and plaintiffs' counsel. Minutes that recite only motions and outcomes are worthless as evidence of a deliberative process, and minutes that transcribe the discussion create admissions. The useful version sits between those, and producing it consistently is a discipline rather than a talent. This checklist covers the meeting cycle: notice and quorum, the agenda and the advance materials that make the duty of care satisfiable, conflicts and recusal, the conduct of the meeting including executive session, what belongs in the minutes and what does not, the resolutions and consents that formalize decisions, and the retention and access practices that keep the record usable.

Casey Scott McKayJune 3, 202610 min read

Intellectual PropertyPatent Litigation

Finding Evidence of Inequitable Conduct in Patent Prosecution: A Comprehensive Guide for Attorneys and Inventors

This litigator's companion guide explains how to find, plead, and prove (or defend against) inequitable conduct in patent prosecution. It walks through the heightened pleading requirements of Exergen Corp. v. Wal-Mart Stores under Federal Rule of Civil Procedure 9(b), the demanding Therasense standard of but-for materiality and specific intent to deceive, and the duty of candor codified at 37 C.F.R. Section 1.56. It maps the practical sources of evidence a litigator mines -- file histories, Information Disclosure Statements, foreign counterparts, inventor declarations, and assignment records -- and lays out discovery strategy, crime-fraud and prosecution-bar issues, the use of technical and patent-practice experts, and the clear-and-convincing burden at trial. Worked hypotheticals illustrate how the pieces fit together, and a closing FAQ answers the questions clients ask most. The article is written so a judge, a practicing lawyer, and an inventor can all follow it.

Casey Scott McKayJune 2, 202650 min read

Government BenefitsVeterans

VA Disability Claim and Appeal Checklist: A Practical Checklist

A step ordered checklist for a VA disability claim. It opens with the intent to file that preserves back pay for the cost of a form, then the records to request including the claims file that adjudicators actually read, the condition inventory including the secondary and presumptive claims that are most often missed, the nexus opinion requirements in the exact words the standard demands, lay statement contents, compensation and pension examination preparation and the adequacy review afterward, how to read a decision letter to identify which element failed, lane selection with the one year deadline, TDIU evidence, and the benefits that must be separately claimed including dependents at thirty percent and survivor compensation.

Casey Scott McKayJune 1, 20269 min read

Civil RightsDisability Rights

Disability Rights Toolkit: Accommodation Requests, Access Complaints, and Housing Modifications

This toolkit supplies the letters, scripts, and worksheets used to request disability accommodations and to enforce access rights when a request is refused. It includes a general accommodation request, a provider verification letter written to disclose the minimum required, separate housing accommodation and modification requests that make the payment allocation explicit, a barrier removal letter that asks for alternative methods in the same breath, an effective communication request, a verbatim script for the two questions about a service animal, a follow-up letter for a denial that reframes the "we treat everyone the same" response, complaint narratives for DOJ and HUD, a retaliation letter, and an access log and measurement worksheet for building the record.

Casey Scott McKayJune 1, 202618 min read

CorporateCorporate Transactions

Buy-Sell Agreements and Business Valuation: Triggers, Formulas, and Funding

A buy-sell agreement decides what happens to an ownership interest when an owner dies, quits, divorces, becomes disabled, or simply wants out, and it is the single most consequential document most closely held businesses will ever sign. The two questions it must answer are what triggers a purchase and at what price, and the most common failure is an agreement that answers the first carefully and the second with a formula nobody has revisited in a decade. This article covers the structural choice among cross-purchase, redemption, and hybrid designs, the full range of triggering events and which ones should be mandatory rather than optional, the valuation mechanisms and the discount fights they generate, and the funding problem that makes an otherwise perfect agreement unenforceable in practice. It also addresses the tax rules that reshape these deals, including the estate-tax consequences the Supreme Court clarified in Connelly.

Casey Scott McKayMay 31, 202626 min read