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.
Buying and Selling a Small Business: From Letter of Intent to Closing
Most small business sales are the largest financial transaction the parties will ever undertake, and most are negotiated with less structure than a commercial lease. This article walks the deal from first conversation to post-closing, explaining what each document does and where the money actually moves. It covers the three deal structures and why asset purchases dominate the lower middle market, the tax and liability consequences that drive the choice, and the successor liability doctrines that can defeat the buyer's expectation of a clean start. It explains the letter of intent and why exclusivity is the seller's most expensive concession, how due diligence should be scoped and what it usually finds, and the purchase price mechanics that determine the number actually received: working capital adjustments, earnouts and their disputes, escrows and holdbacks. A long section addresses the purchase agreement itself, including representations and warranties, disclosure schedules, indemnification with baskets, caps and survival periods, sandbagging clauses, material adverse effect definitions, and closing conditions. It closes with employment and IP considerations, the closing and post-closing mechanics, a worked example, checklists, an FAQ, and related reading.
Apex Depositions: When Litigants Can Depose the CEO and How Companies Resist
This article explains when a party can depose a company's chief executive or another senior official and how organizations resist those depositions under what courts call the apex doctrine. It traces the doctrine from the federal discovery rules and early cases such as Salter v. Upjohn through the formal frameworks of Texas (Crown Central and Alcatel) and California (Liberty Mutual), and contrasts them with federal decisions such as Serrano v. Cintas that insist the burden stays with the party seeking protection under Rule 26(c). A separate part covers the stricter rule for high-ranking government officials, from United States v. Morgan to modern mandamus decisions protecting cabinet secretaries, mayors, and agency heads. The article then maps the open questions, including how high the doctrine reaches, whether it protects named parties and former executives, and whether it applies to startup founders. It closes with practical guidance for both sides, an extended worked example built around an employment case, common mistakes, an FAQ, and takeaways.
Divorce and Family Law Toolkit: Petitions, Disclosures, Parenting Plans, and Orders
A working kit of family law instruments. Section A holds worksheets: a marital balance sheet with after tax columns, an asset characterization and tracing worksheet, and a business income add back schedule. Section B holds pleadings and motions: a petition outline, a temporary orders motion, a modification motion, and a contempt motion. Section C holds a full parenting plan template with every provision that prevents future motions. Section D holds settlement agreement clauses: property division, refinance deadlines with consequences, QDRO obligations, support with all four terms decided, life insurance security, and tax allocation. Section E holds family law discovery requests. Section F holds a post decree task list. Section G collects the primary authorities.
1031 Like-Kind Exchange Checklist: A Practical Checklist
A like-kind exchange is a deadline exercise with one absolute prerequisite: the qualified intermediary must be engaged and the assignment in place before the relinquished property closes, because once the taxpayer has the right to receive the proceeds no subsequent structure can fix it. This checklist runs the transaction chronologically from listing through the tax return, calls out the two statutory deadlines that cannot be extended, and flags the traps that end otherwise sound exchanges: a December closing without a return extension, a single identified property that falls out of contract, unreplaced debt producing boot in a completed exchange, and an intermediary who is a disqualified person because they are the taxpayer's own accountant. It closes with the reporting the exchange ultimately lives or dies on, and with the reverse and improvement structures worth considering when the replacement property has to come first. The identification rules get their own phase, since that is where most failed exchanges fail.
Practicing in an MDL: A Practical Guide for Plaintiff and Defense Counsel
This guide is written for the lawyer who has cases in an MDL and needs to know what to do rather than what an MDL is. It covers the JPML petition and opposition, applying for leadership and what the role actually requires, how to keep common benefit time in a form that will be approved, the case management orders that govern everything and how to read them, fact sheet and registry compliance that determines whether your cases survive, the general causation fight, bellwether selection strategy, and the settlement participation decision including the informed consent obligations that apply to every case in your inventory. It closes with lien resolution and remand.
Defending or Bringing a Data Breach Class Action: A Practical Guide
This guide walks both sides of a data breach class action through the sequence of decisions from the notice letter to dismissal or settlement. Defense counsel get a plan for the letter, the investigation structure, forum, standing and merits motions, and discovery. Plaintiffs' counsel get a screening method for clients and defendants, forum selection by circuit, pleading language, and a plan to pry loose the forensic report. It explains timing, who does what, the costs and trade-offs of each choice, and the mistakes that lose cases early. Worked hypotheticals and sample language appear throughout.
The Right to Repair Movement: IP Implications for Manufacturers and Consumers
The right to repair movement has crossed from advocacy into enforceable law, reshaping how manufacturers may use copyright, the DMCA, patents, trademarks, and trade secrets to control products after the sale. This article maps the landscape as of mid-2026: at least eight U.S. states with enacted electronics-repair statutes, the new wave of parts-pairing bans, the EU's Right to Repair Directive, the FTC's antitrust suit against John Deere, and the Copyright Office's expanding triennial DMCA exemptions. It explains each intellectual-property lever manufacturers deploy to restrict repair and exactly where the law now blunts it, anchoring the doctrine in primary authority such as Impression Products v. Lexmark, Chamberlain v. Skylink, and Automotive Body Parts Ass'n v. Ford. To keep the analysis concrete, it follows a hypothetical manufacturer and a hypothetical independent shop through the compliance questions the new regime forces. Written for manufacturers, independent repairers, aftermarket suppliers, and the counsel advising them.
Title Insurance and Curing Title Defects: A Practical Guide
Title insurance is the only major insurance product that pays for losses arising from events that already happened, and understanding it means understanding that the premium buys two things: a search that finds problems before closing, and an indemnity for the problems the search missed. Most of the value is in the first. This guide covers how a title search and commitment are assembled and how to read the three schedules, what the standard exceptions actually exclude and how each is removed, the endorsements that matter in a commercial transaction, and the curative work that resolves the defects a search turns up—from a misspelled name to an open mortgage from 1974 to a break in the chain requiring a quiet title action. It closes with how claims are made and what the policy actually pays.
Software License Agreement Review Checklists: A Complete Toolkit
This toolkit pairs working review checklists with the explanatory prose a reviewer needs to use them well. It walks provision by provision through a software license agreement—license grant, license metrics and audit rights, SLAs, data rights, IP, warranties, indemnification, limitation of liability, term and termination, and the boilerplate that bites—explaining what each clause does, why it matters, and what good, acceptable, and dangerous versions look like in 2026. It grounds the practical guidance in the governing law: the license-versus-sale distinction (Vernor v. Autodesk), clickwrap and browsewrap enforceability (ProCD, Specht, Nguyen), scope-of-use as copyright infringement (Adobe v. One Stop Micro), anti-assignment traps (SQL Solutions v. Oracle), the UCC's warranty and conspicuousness rules, the Bankruptcy Code's Section 365(n) and ipso facto limits, and the modern data-protection overlay (GDPR, CCPA/CPRA, HIPAA, the 2024 HIPAA Security Rule proposal). Separate tracks serve vendors and customers, SaaS and on-premise deployments. Use it to review a contract systematically, spot the red flags, and prioritize what to negotiate.
Trademark Cancellation in Federal Litigation: A Practical Guide
A federal trademark registration is powerful but not bulletproof—it can be cancelled, and the register corrected, when the registration should never have issued or should no longer stand. This guide explains, in plain language for lawyers and business owners alike, how cancellation works, with a focus on cancellation inside federal litigation under Section 37 of the Lanham Act. It compares the available venues—the Trademark Trial and Appeal Board, the district court, and the USPTO's newer ex parte proceedings—maps the grounds for cancellation and how incontestability narrows them, and works through the issues that decide real cases: who is entitled to bring the claim after Lexmark, the demanding fraud-on-the-USPTO standard after In re Bose, cancellation for nonuse and abandonment against the famously low use-in-commerce threshold, genericness and functionality, intent-to-use defects, and the consequences of a "primarily merely a surname" finding. It addresses whether cancellation can be won on summary judgment, the preclusive reach of TTAB decisions after B&B Hardware, the district court's power to rectify the register, and closes with a worked example and practical takeaways for both sides.
Responding to a Third-Party Subpoena: A Practical Guide for Businesses
A subpoena arriving at a company that is not a party to the lawsuit is an operational problem before it is a legal one, and the choices made in the first two weeks determine what the response costs. The recipient has rights that most companies never exercise: a written objection alone shifts the burden of going forward to the party that issued the subpoena, significant expenses must be shifted on any order compelling production, and the issuing lawyer carries an affirmative duty to avoid imposing undue burden. This guide walks the response from the moment the envelope opens: validating service and the compliance geography, issuing a preservation hold, identifying whose confidentiality and privilege are implicated, drafting an objection that preserves everything while offering a path, negotiating scope and cost, and producing in a form that is defensible years later. It also covers government demands and testimony.
Copyright in AI-Assisted Works: Human Authorship, Thaler v. Perlmutter, and the Copyright Office Guidance
Generative AI has put a nineteenth-century question back on the table: what does it take to be an "author"? This article explains the human-authorship requirement from Burrow-Giles and Feist through Naruto, Thaler v. Perlmutter (the 2023 district court decision and the D.C. Circuit's 2025 affirmance), and the Copyright Office's March 2023 registration guidance and January 2025 Part 2 report. It walks through the Zarya of the Dawn and Theatre D'opera Spatial decisions to show what "sufficient human authorship" looks like in practice, why prompts alone have not been enough, and how selection, arrangement, and modification of AI output can be claimed. It then turns to the mechanics and risks of registration (disclaimers, the duty of candor, Unicolors and Section 411(b), and what happens when a registration is later limited), ownership by contract (platform terms, employment, work made for hire, commissions), trade secret protection for prompts and workflows, and the sharply different rules in the UK, the EU, and China. Worked examples follow a graphic novelist, a game studio, and a marketing agency, and the article closes by separating what is settled from what is still open as of March 2026.