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.
Sustainability Reporting Toolkit: Governance, Data Controls, and Assurance
This toolkit provides the working documents of a sustainability disclosure program: an obligation map template, a board committee charter extract, a data ownership and control matrix, a methodology document outline, and a substantiation file index. It supplies drafting language for target disclosure that discloses its own gap, offset disclosure with full particulars, and Scope 2 dual reporting, along with an environmental marketing claim review form and a supplier data request template. It closes with an assurance readiness worksheet, a restatement and change management policy, a bridge schedule format for reconciling reports across regimes, and an annual calendar. Adapt everything to the company's actual facts.
Structuring Arbitration for Multiparty Deals: A Practical Guide
Multiparty arbitration works when the consent was engineered at drafting and fails when it was not, so this guide begins with the transaction rather than the dispute. It sets out how to map the parties and contracts that will matter when something goes wrong, how to design a compatible clause suite across every agreement in a deal, and the specific provisions that make consolidation, joinder, and flow-down work. Sections on the law of the arbitration agreement, delegation, and multiparty appointment address the choices most often left blank. The second half covers running a dispute: assessing whether to seek or resist consolidation, the non-signatory analysis, preserving jurisdictional objections for enforcement, and managing a proceeding with four or more parties. Worked examples follow a project finance suite, a joint venture, and a post-closing dispute.
Structuring and Papering an Equipment Lease: A Practical Guide
An equipment lease is documented as a master agreement with schedules, and the schedules are where the lease actually lives. This guide runs the structuring and documentation process from both sides: choosing a structure that achieves the characterization the parties need, sizing the residual, and drafting the schedule terms that determine whether the transaction is a lease or a loan. It covers the finance lease designation and the acceptance mechanics that make hell or high water operative, the insurance and casualty provisions, the stipulated loss schedule, and the perfection steps including the precautionary filing every lessor makes. It then turns to the lessee's negotiation, where the value is concentrated in the acceptance conditions and the end-of-term provisions rather than in the rate.
Structuring an Acquisition to Manage Successor Liability: A Practical Guide
A step-by-step guide to choosing and building an acquisition structure that actually reduces successor liability rather than appearing to. It runs from the liability inventory in the first week of diligence through the structure decision, the excluded liabilities schedule, consents, the environmental and pension workstreams, employment planning, tax clearance, insurance, and the closing mechanics that make the structure hold. Separate parts cover distressed acquisitions and Section 363 sales, the seller's own wind-down obligations, and the post-closing conduct that can undo a carefully drafted schedule. It includes a worked structuring problem with named parties, budgets, a workstream calendar, and the mistakes that recur.
Structuring a Joint Venture: A Practical Guide
Structuring a joint venture is a sequence of decisions that must be made in a particular order, because each one constrains the next. This guide runs that sequence: deciding whether an entity is needed at all, choosing the vehicle, valuing and documenting contributions, designing governance that can actually make decisions, and building an exit before anyone needs one. It treats the term sheet as the most important document in the transaction and explains which terms must be settled there rather than deferred. It also covers the workstreams that run in parallel and are usually started too late, including antitrust clearance, tax structuring, employee secondment, and systems separation. The closing sections address the first hundred days, when a venture either becomes a business or becomes a committee.
Space Venture Toolkit: License Applications, Liability Allocation, and Data Rights
This toolkit supplies the documents a space venture needs, ordered by when the work has to happen rather than by which regime is most interesting. It opens with an export classification register and a technology control plan, because those violations occur first and are criminal, then a regulatory schedule keyed to launch minus dates and a monthly status sheet built for investors and boards. It provides an orbital debris worksheet designed to run before the design freeze, a remote sensing availability analysis, launch services agreement terms built around the statutory cross-waiver, a board briefing that explains why there is no remedy for launch failure, and an insurance matrix. Later tools cover earth station and ground segment tracking, imagery and data license terms constrained by license conditions, a government data rights worksheet, and a conjunction assessment procedure that doubles as evidence. Each item is annotated with the failure it prevents.
Space Launch and Satellite Licensing Checklist: A Practical Checklist
This checklist runs a space venture's regulatory work in the order that reduces risk fastest, beginning with export control because violations occur before anyone considers them and the exposure is criminal. It then builds the schedule backwards from launch, files the communications application early enough that the license shapes the spacecraft, and runs the orbital debris analysis before the design freezes rather than after. Later sections cover remote sensing tiering and license conditions, the launch provider relationship and the payload review, the cross-waiver and the three-tier financial responsibility structure, insurance layers, and ground segment authorizations at home and abroad. Closing sections handle customer agreements constrained by license conditions, government contracting, human spaceflight, continuing obligations, and the activities no statute clearly covers. Every item is written so a "no" tells you what to do next.
Software License Audits and Compliance Disputes: True-Ups, Indirect Access, and the Letter You Did Not Want
A software audit letter arrives without warning and puts a company on a clock it did not set, under an audit clause almost nobody read. This article explains what the audit right actually permits, why the difference between a contract claim and a copyright claim determines the size of the exposure, and how the licensing metrics that generate most findings—named users, processors, virtualization, and indirect access—actually work. It examines the case law that shapes both sides: the copy-in-RAM line of authority, the license-versus-sale question, the essential step defense under section 117, and the decisions holding that some license restrictions are covenants rather than conditions. Practical sections cover the entitlement records a company should build before it needs them, the negotiation dynamics of a true-up, and the contract terms that make the next audit cheaper. Worked examples follow a virtualization finding, an indirect access claim, and a merger that triggered three audits at once.
Software Audit Response Checklist
This checklist runs a software licence audit from the arrival of the letter to the contract amendment that should follow the settlement. It opens with the audit clause review and the contract stack analysis that establish what the publisher is actually entitled to demand, then the channel, privilege, and instructions that prevent the most damaging documents from being created. Negotiation items cover the auditor NDA and the written scope document. Entitlement reconstruction and deployment discovery sections identify the sources that yield the most and the data each metric actually requires, including the migration logs that decide virtualization disputes. Later sections cover the reconciliation, remediation before production, the findings rebuttal, the arguments that work on each metric, the settlement and release, and the contract terms to fix while leverage is highest.
Shareholder Activism and Proxy Contests: 13D Groups, Universal Proxy, and Board Defense
An activist campaign is a public argument about whether a board is doing its job, conducted on a schedule the activist chooses and under disclosure rules that determine what each side must say and when. This article explains the beneficial ownership reporting regime that gives the first warning, what constitutes a group and why that question decides cases, and the universal proxy rules that changed the arithmetic of every contest by letting shareholders mix and match nominees. It covers the advance notice bylaws that set the terms of engagement, the defensive measures available and the constraints on using them, and the settlement agreements that resolve most campaigns before a vote. It then works through the mechanics of a contest—the solicitation rules, the proxy advisory firms, the retail vote—and closes with the preparedness work that determines the outcome long before an activist appears.
Setting Up and Administering a Deal Escrow: A Practical Guide
Setting up an escrow is a three-week workstream that transaction teams routinely start in the final week, which is why escrow agreements are signed with inconsistencies that surface eighteen months later. This guide runs the process in order: selecting an agent, negotiating the agreement against the purchase agreement, funding, and then the administration that determines whether the money is ever recovered. It covers the claim notice and objection sequence in operational detail, the tax and reporting obligations that agents will not fund without, and the calendar discipline that prevents the most common loss of escrow rights. It closes with what to do when the parties deadlock and the agent threatens to interplead.
SEP and FRAND Licensing Checklist: A Practical Checklist
A working checklist for standard-essential patent licensing from both sides. It opens with the implementer's exposure mapping and supply chain analysis before any demand arrives, then the three-week response that establishes willingness, the essentiality and valuation work, the counter-offer, and security. Separate sections cover the patent holder's preparation and notice obligations, forum selection and the multi-jurisdictional race, rate-setting evidence, the ITC public interest submission, patent pools, license scope terms, and arbitration. A closing section addresses the component supplier's distinct position. Every item is written so that a "no" tells you what to do next.