https://mclaw.io/blog Practical guides and analysis on intellectual property and technology law from the attorneys at MC Law PLLC. en-us Sat, 05 Sep 2026 12:00:00 GMT https://mclaw.io/logo.png https://mclaw.io/blog https://mclaw.io/blog/acquisition-agreement-toolkit--reps-schedules-escrows-earnouts-and-claim-notices https://mclaw.io/blog/acquisition-agreement-toolkit--reps-schedules-escrows-earnouts-and-claim-notices Sat, 05 Sep 2026 12:00:00 GMT Business and Corporate Casey Scott McKay Working templates for the risk allocation provisions of an acquisition agreement. It includes LOI indemnity language, a full indemnification article with drafting notes, definitions of Knowledge, Fraud, Losses, and Material Adverse Effect, a disclosure schedule format and general disclosure provision, escrow release mechanics, a special indemnity template, earnout covenants that are actually enforceable, a working capital exhibit with a sample calculation format, a claim notice, and a post-closing calendar. Each carries notes on what the language does, what the other side will say, and where deals go wrong. Adapt everything to the transaction, the governing law, and the diligence record. https://mclaw.io/blog/activism-preparedness-checklist--a-practical-checklist https://mclaw.io/blog/activism-preparedness-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This checklist covers activism preparedness and response, front-loaded toward the work done in ordinary years because that is what determines the outcome. It opens with the shareholder register and surveillance, the annual self-assessment run through activist eyes, the bylaw and rights plan infrastructure, the named response team, and the tabletop exercise that reveals what is missing. It then runs the response: the first seventy-two hours, the honest substantive assessment in privileged session, the nomination notice review with a caution against strained rejections, the vote model built holder by holder under universal proxy, and institutional and proxy adviser engagement. Closing sections address settlement terms and the test for settling, defensive measures and the scrutiny they attract, running a contest, communications with employees and customers, and living with an appointed director. https://mclaw.io/blog/algorithmic-pricing-and-antitrust--shared-software-tacit-collusion-and-the-new-price-fixing-cases https://mclaw.io/blog/algorithmic-pricing-and-antitrust--shared-software-tacit-collusion-and-the-new-price-fixing-cases Sat, 05 Sep 2026 12:00:00 GMT Antitrust Casey Scott McKay Software that recommends prices from a pool of competitor data has become standard in several industries, and it has produced a wave of litigation asking whether a common algorithm can be an agreement. This article separates the questions courts are actually deciding: whether a hub-and-spoke theory works when the spokes never talk to each other, when a per se rule applies rather than a rule of reason, and what the older information-exchange cases contribute. It traces the doctrine from Interstate Circuit and American Tobacco through Twombly and Matsushita, explains why conscious parallelism alone is lawful and what plus factors change that, and identifies the specific design features that convert a useful pricing tool into an antitrust problem. Worked examples follow a hotel operator evaluating a revenue management vendor, a distributor building an internal model, and a company responding to a civil investigative demand. It closes with the compliance architecture that keeps a pricing programme defensible. https://mclaw.io/blog/algorithmic-pricing-compliance-checklist--a-practical-checklist https://mclaw.io/blog/algorithmic-pricing-compliance-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Antitrust Casey Scott McKay This checklist covers the compliance controls that keep an algorithmic pricing programme defensible. It begins with the inventory that finds every tool in use, including the departmental subscriptions legal has never seen, and the architecture classification that determines how much scrutiny each requires. Data provenance sections trace every competitor-derived field to its original human or public source and separate lawful market intelligence from inter-firm communication. Pooling safeguards are measured against the recognized conditions for lawful information exchange, followed by the contract terms to find, negotiate, or remove. Later sections cover model configuration, documented human review, document hygiene, training scenarios, and the vendor conduct that becomes the subscriber's problem. It closes with acquisition diligence, board reporting, and the escalation steps if something serious is found. https://mclaw.io/blog/anti-suit-injunctions-and-parallel-proceedings--racing-to-judgment-across-borders https://mclaw.io/blog/anti-suit-injunctions-and-parallel-proceedings--racing-to-judgment-across-borders Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay When the same dispute is litigated in two countries at once, the party that reaches judgment first frequently wins everywhere, and an anti-suit injunction is the weapon for stopping the other race. This article explains how US courts decide whether to issue one: the threshold requirements that both circuits share, and the deep split between the liberal approach, which weighs duplication and inefficiency, and the conservative approach, which requires a threat to the enjoining court's jurisdiction or to an important public policy. It covers the escalation into anti-anti-suit injunctions, the alternatives of a stay and forum non conveniens, and the practical decision of whether to race or to seek an injunction. Worked examples follow a contract dispute filed in two forums and a standard-essential patent case where the injunction battle decided the outcome. https://mclaw.io/blog/antitrust-investigation-response-checklist--a-practical-checklist https://mclaw.io/blog/antitrust-investigation-response-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This checklist runs a criminal antitrust matter from the first signal through remediation, on the compressed timeline the leniency race imposes. It opens with recognizing how investigations start, the first forty-eight hours, and a litigation hold aimed at the sources cartel investigations actually care about — calendars, expense records, phone logs, and messaging platforms. It then covers the marker decision made on incomplete facts, the parallel global applications that must go out the same week, the internal investigation with separate counsel for individuals, and joint defense arrangements that constrain later cooperation. Later sections address the grand jury phase, plea negotiation and the volume of affected commerce, ACPERA cooperation with civil plaintiffs, collateral consequences including suspension and debarment, and the compliance program aimed at where cartels actually form. https://mclaw.io/blog/appraisal-and-going-private-toolkit--special-committee-charters-fairness-opinions-and-valuation-records https://mclaw.io/blog/appraisal-and-going-private-toolkit--special-committee-charters-fairness-opinions-and-valuation-records Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This toolkit collects the operative documents in a controller going-private transaction and an appraisal case, in the form practitioners actually need them. It provides annotated language for the controller's conditioned proposal letter, a special committee charter, the non-waivable merger agreement conditions, and the proxy disclosure items that carry the most litigation weight. It then turns to the appraisal side with a demand letter, a statutory information request, a prepayment notice, and a valuation record index. Every provision is annotated with the reason it exists and the failure it prevents. https://mclaw.io/blog/appraisal-rights-and-controller-going-private-transactions--fair-value-mfw-and-the-price-that-sticks https://mclaw.io/blog/appraisal-rights-and-controller-going-private-transactions--fair-value-mfw-and-the-price-that-sticks Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay Appraisal is the statutory right of a dissenting stockholder to have a court decide what a share was worth, and it is the only remedy in corporate law that ignores what the parties agreed to. This article explains what fair value means after the Delaware Supreme Court's DFC-Dell-Aruba trilogy pushed the analysis toward market evidence, and when a discounted cash flow model still carries the day. It then turns to the transaction where appraisal matters most: the controller going-private deal, where the buyer sits on both sides and entire fairness is the default. It works through the six MFW conditions, the ab initio timing requirement that Flood and Olenik defined, and what a special committee has to actually do rather than merely be. Along the way it covers Rule 13e-3, short-form mergers, appraisal arbitrage, and the strategic choice between a petition and a fiduciary claim. The goal is a practical map of a doctrine that decides billions of dollars on the question of what "fair" means. https://mclaw.io/blog/arbitrability-and-motion-to-compel-checklist--a-practical-checklist https://mclaw.io/blog/arbitrability-and-motion-to-compel-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay A working checklist for moving to compel arbitration, opposing such a motion, and auditing an arbitration clause before either happens. It sequences the questions in the order courts answer them: which agreement governs, whether the FAA applies, whether an agreement was formed, whether arbitrability is delegated, and only then scope. Separate sections cover the formation-evidence package for online terms, the waiver timeline, the stay request, appellate posture, and an annual clause review. Each item is written so that a "no" tells you what to do next. https://mclaw.io/blog/arbitration-award-challenge-checklist--a-practical-checklist https://mclaw.io/blog/arbitration-award-challenge-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay 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. https://mclaw.io/blog/assessing-robinson-patman-exposure-in-a-pricing-program--a-practical-guide https://mclaw.io/blog/assessing-robinson-patman-exposure-in-a-pricing-program--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Commercial Casey Scott McKay 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. https://mclaw.io/blog/asset-deals-stock-deals-and-successor-liability--what-follows-the-business-and-what-stays-behind https://mclaw.io/blog/asset-deals-stock-deals-and-successor-liability--what-follows-the-business-and-what-stays-behind Sat, 05 Sep 2026 12:00:00 GMT Business and Corporate Casey Scott McKay 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. https://mclaw.io/blog/asset-based-lending-and-receivables-finance--borrowing-bases-factoring-and-control-of-collateral https://mclaw.io/blog/asset-based-lending-and-receivables-finance--borrowing-bases-factoring-and-control-of-collateral Sat, 05 Sep 2026 12:00:00 GMT Finance Casey Scott McKay 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. https://mclaw.io/blog/asset-based-lending-diligence-checklist--a-practical-checklist https://mclaw.io/blog/asset-based-lending-diligence-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Finance Casey Scott McKay 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. https://mclaw.io/blog/auditing-a-pricing-algorithm-for-antitrust-risk--a-practical-guide https://mclaw.io/blog/auditing-a-pricing-algorithm-for-antitrust-risk--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Antitrust Casey Scott McKay 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. https://mclaw.io/blog/award-enforcement-toolkit--petitions-vacatur-motions-and-judgment-collection https://mclaw.io/blog/award-enforcement-toolkit--petitions-vacatur-motions-and-judgment-collection Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay 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. https://mclaw.io/blog/beneficial-ownership-reporting-and-section-16--schedules-13d-and-13g-group-formation-and-short-swing-profits https://mclaw.io/blog/beneficial-ownership-reporting-and-section-16--schedules-13d-and-13g-group-formation-and-short-swing-profits Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay 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. https://mclaw.io/blog/beneficial-ownership-reporting-checklist--a-practical-checklist https://mclaw.io/blog/beneficial-ownership-reporting-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay 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. https://mclaw.io/blog/bid-protest-checklist--a-practical-checklist https://mclaw.io/blog/bid-protest-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Government Contracts Casey Scott McKay 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. https://mclaw.io/blog/bid-protest-toolkit--protest-grounds-agency-reports-and-corrective-action https://mclaw.io/blog/bid-protest-toolkit--protest-grounds-agency-reports-and-corrective-action Sat, 05 Sep 2026 12:00:00 GMT Government Contracts Casey Scott McKay 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. https://mclaw.io/blog/bid-protests-at-gao-and-the-court-of-federal-claims--standing-timeliness-and-the-record https://mclaw.io/blog/bid-protests-at-gao-and-the-court-of-federal-claims--standing-timeliness-and-the-record Sat, 05 Sep 2026 12:00:00 GMT Government Contracts Casey Scott McKay 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. https://mclaw.io/blog/biologics-and-the-bpcia--the-patent-dance-biosimilar-approval-and-exclusivity https://mclaw.io/blog/biologics-and-the-bpcia--the-patent-dance-biosimilar-approval-and-exclusivity Sat, 05 Sep 2026 12:00:00 GMT Intellectual Property Casey Scott McKay Congress gave biologics their own version of Hatch-Waxman and made almost every part of it different. This article explains the Biologics Price Competition and Innovation Act: the abbreviated 351(k) pathway, the twelve-year reference product exclusivity, the interchangeability designation, and the elaborate private information exchange known as the patent dance. It covers what the Supreme Court held in Sandoz v. Amgen about whether the dance is enforceable and when the 180-day notice of commercial marketing may be given, why biosimilar makers face patent thickets rather than a short Orange Book list, and how preliminary injunction practice replaced the automatic stay. It closes with the strategic decisions each side makes and why so few of these cases reach judgment. https://mclaw.io/blog/biosimilar-litigation-toolkit--disclosure-lists-and-preliminary-injunction-briefing https://mclaw.io/blog/biosimilar-litigation-toolkit--disclosure-lists-and-preliminary-injunction-briefing Sat, 05 Sep 2026 12:00:00 GMT Intellectual Property Casey Scott McKay Working templates for BPCIA practice on both sides. It includes a patent estate mapping worksheet, a process design-around record, a dance decision memorandum, a manufacturing process disclosure scope guide, a supplemental confidentiality agreement, a sponsor patent list format, detailed statement outlines for both sides, a list exchange worksheet, a 180-day notice, preliminary injunction and opposition outlines with an irreparable harm evidence plan, an at-risk launch memorandum, a settlement term sheet, and a day-count calendar. Each carries drafting notes on what the document does, what the other side will do with it, and where each side most often fails. A closing day-count calendar ties the statutory deadlines to the parallel regulatory, PTAB, and commercial tracks. Adapt every template to the product, the patent estate, and the regulatory posture. https://mclaw.io/blog/board-sale-process-checklist--a-practical-checklist https://mclaw.io/blog/board-sale-process-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Business and Corporate Casey Scott McKay A working checklist for a board selling the company, sequenced the way a reviewing court will read the record. It begins with the standard of review determination and the conflicts mapping that must happen in week one, then covers committee formation and empowerment, advisor selection and conflicts disclosure, the market check, projections discipline, negotiation, deal protections, and the proxy. A separate section walks the MFW sequence for controller transactions, where an ordering error forfeits the protection entirely. Closing sections address private company adaptations, the documentation file, and a pre-signing sign-off. Every item is written so that a "no" tells you what to do next. https://mclaw.io/blog/books-and-records-demand-checklist--a-practical-checklist https://mclaw.io/blog/books-and-records-demand-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay A books-and-records demand succeeds or fails on details that are easy to get right and easy to overlook. This checklist covers the stockholder's side from standing evidence through category drafting and service, then the company's side from the day-one preservation hold through the honest assessment, the board briefing, and the scope negotiation. Separate sections cover the production itself, including privilege handling and the completeness statement, and the post-production steps for each side. It also covers stockholder list demands and director inspection demands, which run on different rules. A red-flag section identifies the defects that cost weeks. https://mclaw.io/blog/books-and-records-demands--section-220-proper-purpose-and-the-documents-you-actually-get https://mclaw.io/blog/books-and-records-demands--section-220-proper-purpose-and-the-documents-you-actually-get Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay A books-and-records demand is the cheapest and most consequential tool a stockholder has, and Delaware has spent two decades calibrating how much it should yield. This article explains what a stockholder must show to obtain inspection, how the "credible basis" standard actually operates, and why the scope fight now matters more than the entitlement fight. It works through the categories of documents courts order produced, the increasingly contested question of when emails and text messages are available, the confidentiality restrictions that accompany production, and the incorporation-by-reference consequence that makes produced documents part of a later complaint. It then covers the defense side, where the strategic question is rarely whether to produce but how much, how fast, and on what terms. Worked examples follow a demand from letter through production and into the derivative complaint it enables. https://mclaw.io/blog/books-and-records-toolkit--demand-letters-production-protocols-and-confidentiality-orders https://mclaw.io/blog/books-and-records-toolkit--demand-letters-production-protocols-and-confidentiality-orders Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This toolkit supplies the operative documents of a books-and-records matter in drafting-ready form, annotated with the failure each provision prevents. For the stockholder it provides a full demand letter with a purpose statement and bounded categories, a stockholder list demand, and a second-request letter seeking electronic communications. For the company it provides a preservation hold notice, a response letter that negotiates rather than refuses, and a completeness statement. A confidentiality and use agreement with an incorporation-by-reference clause, a production protocol, and a privilege log format complete the set. The annotations focus on the handful of terms that determine whether a production is usable and whether a later complaint survives. https://mclaw.io/blog/bpcia-patent-exchange-checklist--a-practical-checklist https://mclaw.io/blog/bpcia-patent-exchange-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Intellectual Property Casey Scott McKay A working checklist for the BPCIA information exchange and the litigation that follows, organized by the statutory day counts. It covers the applicant's pre-filing estate mapping, process design-around, and exclusivity computation, then the dance decision and each step of the exchange with its deadline and its consequence. Later sections address the immediate action, the 180-day notice, the preliminary injunction that replaces the automatic stay, the confidentiality regime and its gaps, the interchangeability decision, at-risk launch analysis, and settlement structuring. A closing section covers the parallel regulatory, PTAB, manufacturing, and commercial tracks. Every item is written so that a "no" tells you what to do next. https://mclaw.io/blog/brand-licensing-toolkit--license-terms-quality-programs-and-audit-rights https://mclaw.io/blog/brand-licensing-toolkit--license-terms-quality-programs-and-audit-rights Sat, 05 Sep 2026 12:00:00 GMT Intellectual Property Casey Scott McKay This toolkit supplies the working documents of a brand licensing program, from the term sheet to the termination notice. It includes an annotated term sheet, model quality control and approval clauses with the drafting reasoning behind each, a product specification schedule outline, a submission and approval form, and a royalty report template designed so the numbers can actually be checked. It also provides an audit demand letter, a licensee scorecard, a franchise law screening memo, a notice of non-conformity and a termination and sell-off notice, a control file index, and a rider for international licenses. Each item is annotated with the failure it prevents, because most licensing failures are operational rather than legal. Adapt the language; keep the architecture. https://mclaw.io/blog/bringing-or-defending-a-qui-tam-case--a-practical-guide https://mclaw.io/blog/bringing-or-defending-a-qui-tam-case--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay This guide runs a False Claims Act matter from both sides, in the order events actually occur — which for a defendant means beginning before it knows a case exists. It covers recognizing the signals of a sealed qui tam, responding to a civil investigative demand, issuing a hold that reaches the systems where the evidence lives, and running an internal investigation that finds the company's own facts before the government asks about them. It then addresses the two records that decide most cases: the contemporaneous interpretation file that answers scienter after Schutte, and the agency payment history that answers materiality after Escobar. Later steps cover the presentation to the government during the seal, the motion to dismiss, discovery, settlement and its collateral terms, and parallel criminal exposure. Separate steps set out the relator's path and the compliance work that should precede all of it. https://mclaw.io/blog/bringing-or-defending-a-treaty-claim--a-practical-guide https://mclaw.io/blog/bringing-or-defending-a-treaty-claim--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay An investor-state arbitration runs four to six years and costs several million dollars, and the decisions that determine its outcome are made in the first six months. This guide runs the process from both sides. For the claimant it covers the pre-filing assessment, the notice of dispute and the cooling-off period where a meaningful share of cases settle, the treaty analysis, arbitrator selection, and the evidentiary case that must be built from documents the state controls. For the respondent state it covers the jurisdictional objections and bifurcation strategy that end most successful defences, the regulatory framing of the challenged measure, and the quantum attack where the money actually is. It closes with annulment, enforcement, and the funding and insurance options that change the economics. https://mclaw.io/blog/building-a-sustainability-disclosure-program--a-practical-guide https://mclaw.io/blog/building-a-sustainability-disclosure-program--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This guide builds a sustainability disclosure program from nothing, in the order the work has to happen. It starts with the obligation map — which regimes actually apply, and what each one demands — then constructs the greenhouse gas inventory that every other deliverable derives from, including the boundary and methodology decisions that are hard to change later. It covers the materiality assessment, the physical and transition risk work, target setting that will survive scrutiny, and the data controls and assurance readiness that turn a spreadsheet into a reportable figure. The last sections cover review, publication, and the annual cycle, including the website sweep and contractual deliverable calendar that most programs omit. https://mclaw.io/blog/building-and-managing-a-global-patent-portfolio--a-practical-guide https://mclaw.io/blog/building-and-managing-a-global-patent-portfolio--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Intellectual Property Casey Scott McKay This guide walks through building and running a patent portfolio that spans several countries, from inventory to pruning, in the order the work actually happens. It starts with the asset register almost nobody has, moves to the jurisdiction strategy that should govern every later decision, and then covers invention capture, filing policy and decision gates, the priority year, the PCT phase, and national phase entry. Later steps address managing foreign associates, budgeting annuities that arrive years after anyone remembers approving them, running an annual portfolio review with real pruning authority, and using the portfolio for licensing, diligence, and enforcement. A final step covers integrating an acquired portfolio and surviving a firm transition, which is where most established portfolios lose cases. Each step names who does the work, what it costs, and the specific failure it prevents. https://mclaw.io/blog/cafa-jurisdiction-and-class-action-removal--amount-in-controversy-exceptions-and-mass-actions https://mclaw.io/blog/cafa-jurisdiction-and-class-action-removal--amount-in-controversy-exceptions-and-mass-actions Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay The Class Action Fairness Act rewrote the jurisdictional rules for class litigation, and almost every fight about it is a fight about one of four things: the amount in controversy, one of the exceptions, whether the case is a mass action, and whether the removal was timely. This article works through the elements of CAFA jurisdiction and the removal machinery in section 1453, which strips away the forum defendant rule, the unanimity requirement, and the one-year limit. It then covers the amount in controversy after Dart Cherokee and Standard Fire, the mandatory and discretionary exceptions and who bears the burden on each, the carve-outs for securities and corporate governance claims, the mass action provisions and their peculiar limits, and the discretionary appellate review that makes a remand order reviewable when it otherwise would not be. A running example follows one defendant through a removal and a remand fight. https://mclaw.io/blog/cafa-removal-and-remand-checklist--a-practical-checklist https://mclaw.io/blog/cafa-removal-and-remand-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay This checklist runs a CAFA removal and the remand fight that follows, by the calendar, from both sides. It opens with the day-one deadlines including the ten-day appellate application that is missed most often, then the six intake questions that determine removability and the exception exposure that shapes everything after. It covers drafting a notice that pleads plausibly rather than proving prematurely, the filing mechanics that produce avoidable remands, and the amount in controversy declaration built for a contested motion. Later sections handle the mandatory and discretionary exceptions with the burden allocation stated, jurisdictional discovery, mass actions and their exclusions, the second removal window, and what changes once the case stays in federal court. Closing sections give the plaintiff's checklist, the alternative removal statutes, and the fee exposure for getting it wrong. Every item is written so a "no" tells you what to do next. https://mclaw.io/blog/cafa-toolkit--notices-of-removal-jurisdictional-evidence-and-exception-briefing https://mclaw.io/blog/cafa-toolkit--notices-of-removal-jurisdictional-evidence-and-exception-briefing Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay This toolkit supplies the working documents of a CAFA removal and the remand fight that follows. It opens with a removal calendar keyed to formal service and the ten-day appellate application that gets missed, a complaint intake worksheet that reads the pleading for removability, and a removal decision memorandum that forces the strategic call to be made explicitly. It provides an annotated notice of removal template built around plausible pleading rather than premature proof, a citizenship allegation reference, an amount in controversy worksheet, and a jurisdictional declaration that survives contest. Later tools cover a remand opposition outline organized around the burden allocation, local controversy and home state briefing frameworks, targeted jurisdictional discovery requests, a mass action analysis worksheet, and a section 1453(c) petition outline. Each item is annotated with the failure it prevents. https://mclaw.io/blog/cartel-defense-toolkit--leniency-applications-hold-notices-and-follow-on-defense https://mclaw.io/blog/cartel-defense-toolkit--leniency-applications-hold-notices-and-follow-on-defense Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This toolkit supplies the documents a criminal antitrust matter needs, on the compressed timeline the leniency race imposes. It opens with a signal assessment and a dawn raid protocol trained down to reception, a litigation hold aimed at the sources cartel investigations actually search — calendars, expense records, phone logs, and messaging platforms — and a marker decision memorandum designed to be approved in a day. It provides a global filing tracker, an Upjohn script with a separate-counsel referral point, joint defense agreement terms with an exit provision, and grand jury witness preparation materials. Later tools cover a plea term sheet built around the volume of affected commerce, an ACPERA cooperation log, a trade association protocol, an information exchange audit, and a compliance training outline aimed at where cartels actually form. Each item is annotated with the failure it prevents. https://mclaw.io/blog/carve-out-separation-checklist--a-practical-checklist https://mclaw.io/blog/carve-out-separation-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This checklist runs a carve-out from seller readiness through TSA exit. It begins with the pre-process work that determines everything downstream — perimeter, carve-out financials, standalone and stranded cost models, and the contract and license inventory that constrains the structure. It then covers structure selection and its tax, license, employment, and regulatory consequences, the four-bucket contract triage, IP assignment formalities, the employee workstream in both transfer regimes, and IT separation. The last sections cover day-one readiness function by function, the purchase agreement provisions specific to carve-outs, and the first two years of TSA administration and exit. Items that most often cause failure are flagged. https://mclaw.io/blog/carve-out-toolkit--separation-plans-tsa-schedules-and-shared-contract-allocation https://mclaw.io/blog/carve-out-toolkit--separation-plans-tsa-schedules-and-shared-contract-allocation Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay This toolkit supplies the working documents of a carve-out: an obligation and perimeter definition framework, a shared contract allocation matrix with four treatment paths, consent request letters, and TSA schedules written the way service owners should write them. It provides clause language for wrong pockets, non-obtained consents, transitional trademark licensing with quality control, and TSA exit and migration obligations, in seller, buyer, and middle-position variants. It closes with a standalone and stranded cost worksheet, an employee transfer matrix, a day-one readiness dashboard, a separation management office charter, and a TSA exit tracker. Adapt everything to the transaction. https://mclaw.io/blog/carve-out-transactions-and-transition-services--separating-a-business-that-was-never-separate https://mclaw.io/blog/carve-out-transactions-and-transition-services--separating-a-business-that-was-never-separate Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay A carve-out sells a business that has never existed as a business, and the transaction's real work is manufacturing one. This article explains what separation actually requires: identifying the perimeter, untangling shared contracts and shared intellectual property, moving employees who sit on a payroll that will not move with them, and rebuilding the systems that ran on the parent's infrastructure. It works through the anti-assignment problem that governs shared contracts and licenses, the carve-out financial statements that no auditor will call a business, and the stranded cost problem that determines whether the seller benefits at all. The second half covers the transition services agreement in detail — scope, pricing, duration, service levels, exit, and the reverse TSA — and the day-one readiness discipline that separates good separations from expensive ones. https://mclaw.io/blog/certiorari-and-en-banc-petition-checklist--a-practical-checklist https://mclaw.io/blog/certiorari-and-en-banc-petition-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay This checklist runs a discretionary review petition from the decision whether to file through disposition. It opens with the four threshold questions and the case selection that determines everything, then the conflict research and the vehicle analysis that must be completed before drafting begins. Drafting sections cover the question presented, the statement, and the reasons for granting in the order the Court reads them, with the merits argument in its proper subordinate place. Respondent sections cover the waiver decision and a brief in opposition that leads with vehicle problems. Later sections cover amicus coordination and its deadline, the rehearing en banc petition with its Rule 35 certificate and intra-circuit conflict ground, panel rehearing as a narrowing tool, appendix and filing mechanics, the deadline calendar, and how to read the signals after distribution. https://mclaw.io/blog/certiorari-petitions-and-rehearing-en-banc--the-last-two-doors-in-federal-appellate-practice https://mclaw.io/blog/certiorari-petitions-and-rehearing-en-banc--the-last-two-doors-in-federal-appellate-practice Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay Certiorari and rehearing en banc are the two discretionary doors at the end of a federal appeal, and both are opened by considerations that have little to do with whether the decision below was wrong. This article explains what actually moves the Supreme Court — a genuine, entrenched, outcome-determinative conflict among the courts of appeals or state courts of last resort, on an important and recurring question, in a case that presents it cleanly — and why vehicle problems defeat more petitions than weak merits do. It covers the anatomy of a petition, from the question presented through the reasons for granting, the brief in opposition and when a waiver is the better choice, and the signals that a petition is being taken seriously. Separate sections address rehearing en banc under FRAP 35 and panel rehearing under FRAP 40, the intra-circuit conflict and exceptional importance grounds, and the coordination of amicus support. Worked examples follow a circuit split petition, a defensive opposition, and an en banc campaign. https://mclaw.io/blog/cfius-and-foreign-investment-review--covered-transactions-mandatory-filings-and-mitigation https://mclaw.io/blog/cfius-and-foreign-investment-review--covered-transactions-mandatory-filings-and-mitigation Sat, 05 Sep 2026 12:00:00 GMT Business and Corporate Casey Scott McKay The Committee on Foreign Investment in the United States can block a closed transaction years after it closes, and its jurisdiction now reaches minority investments and real estate that would never have been reviewable a decade ago. This article explains what a covered transaction is, when a filing is mandatory rather than voluntary, and how the Committee analyzes national security risk through the threat-vulnerability-consequence framework. It covers the declaration and notice tracks, the timelines that only look predictable, the excepted investor rules, the real estate regulations, mitigation agreements and what living under one is like, and the growing non-notified enforcement program. It closes with the deal-document provisions and the process decisions that determine whether CFIUS is a footnote or the transaction's critical path. https://mclaw.io/blog/cfius-filing-checklist--a-practical-checklist https://mclaw.io/blog/cfius-filing-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Business and Corporate Casey Scott McKay A working checklist for the CFIUS workstream, from the term sheet screen through post-closing mitigation compliance. It sequences the analysis courts and the Committee actually apply: whether a foreign person is involved, whether the U.S. business is a TID business, whether the rights obtained trigger jurisdiction, and whether a filing is mandatory under either the substantial-interest or the critical-technology test. Later sections cover ownership chain collection, the declaration versus notice decision, assembling and filing the submission, managing questions and mitigation, and responding to a non-notified inquiry. Deal document provisions and a post-closing compliance section close it out. Every item is written so that a "no" tells you what to do next. https://mclaw.io/blog/challenging-or-enforcing-an-arbitration-award--a-practical-guide https://mclaw.io/blog/challenging-or-enforcing-an-arbitration-award--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay A step-by-step guide to what happens after an arbitration award issues, written for both the winner and the loser. It covers the first two weeks of deadline management, the honest assessment of whether a vacatur ground exists, drafting and briefing the vacatur motion, the confirmation petition and its jurisdictional traps after Badgerow, and turning a confirmed award into collected money. It includes a decision framework, a realistic budget, worked timelines, and the drafting lessons that follow from each. The recurring theme is that the outcome is usually determined before the award issues, by the clause and by the record. https://mclaw.io/blog/class-certification-and-the-expert-battle--comcast-predominance-and-daubert-before-the-merits https://mclaw.io/blog/class-certification-and-the-expert-battle--comcast-predominance-and-daubert-before-the-merits Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay 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. https://mclaw.io/blog/class-certification-expert-checklist--a-practical-checklist https://mclaw.io/blog/class-certification-expert-checklist--a-practical-checklist Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay 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. https://mclaw.io/blog/class-certification-toolkit--damages-models-daubert-motions-and-certification-records https://mclaw.io/blog/class-certification-toolkit--damages-models-daubert-motions-and-certification-records Sat, 05 Sep 2026 12:00:00 GMT Litigation Casey Scott McKay 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. https://mclaw.io/blog/clearing-a-restricted-stock-sale--a-practical-guide https://mclaw.io/blog/clearing-a-restricted-stock-sale--a-practical-guide Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay 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. https://mclaw.io/blog/climate-and-sustainability-disclosure--what-companies-report-and-to-whom https://mclaw.io/blog/climate-and-sustainability-disclosure--what-companies-report-and-to-whom Sat, 05 Sep 2026 12:00:00 GMT Corporate Casey Scott McKay 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.