Copyright Assignment Defects: The Drafting Errors That Survive Decades
A single defective assignment from 2017 can void substantial brand value in 2026. The same five defects appear in M&A diligence year after year. Copyright assignments fail in predictable ways. Companies discover the failures years later — in M&A diligence, in litigation, in investor diligence — long after the cure has become difficult. Five drafting defects account for nearly all of the failures, and each is preventable at modest cost when caught early. This post addresses the recurring assignment defects, the doctrinal reasons they fail, and the cure strategies that resolve them before they become deal-breakers. The “Agree to Assign”… [read more]
Asset Integrity: Why Your IP Schedule Is Lying to You
When was the last time anyone audited your IP schedule against the underlying registries? If the answer is “never” — or “I don’t know” — the schedule attached to your last fund Aged Trial Balance or M&A package was probably wrong. The fix is structural. Every IP schedule is a snapshot. Every snapshot is wrong by the time it is delivered. The question is not whether the schedule is current — it is whether the variance between the schedule and reality is small enough to defend, and whether the underlying records support reconstruction when challenged. For most companies, the answer… [read more]
Freedom-to-Operate Analyses: Scope, Timing, and Practical Limits
Freedom-to-operate analyses tend to fail in two ways: too late, when the product is already in market and a competitor’s patent has surfaced; or too broad, when a comprehensive scan across an entire technology space produces a deliverable no one can act on. Both are products of unclear thinking about what an FTO is for. This post covers what an FTO opinion is and is not, when to commission one, the decisions that set its scope, what the deliverable contains and where its limits lie, and how to build FTO checkpoints into product development. What an FTO Is and Is… [read more]
Acquired Distinctiveness: Building Trademark Rights Through Use
Acquiring secondary meaning is a process by which a trademark that is not inherently distinctive becomes distinctive by developing a strong association in the minds of consumers between the mark and the source of the goods or services. Secondary meaning is also known as acquired distinctiveness or acquired significance. Some paths to acquiring secondary meaning are: Long and continuous use of the mark in commerce, especially if it is exclusive or substantially exclusive, which can create a presumption of secondary meaning after five years of use under the Lanham Act. Extensive and consistent advertising, promotion, and publicity of the mark,… [read more]
Smart Contract IP: Legal Considerations for Developers and Blockchain Businesses
Smart contracts—self-executing code that automates transactions on the blockchain—are revolutionizing how agreements are formed, executed, and enforced. However, the intersection of smart contracts and intellectual property (“IP”) law remains complex and rapidly evolving. Unlike traditional software, smart contracts often operate in decentralized environments, incorporate open-source components, and may involve contributors across multiple jurisdictions. As such, understanding how to protect and manage the IP associated with smart contracts is critical for developers, startups, and investors operating in the Web3 space. Here are key IP issues to consider when building, using, or investing in smart contract technology. Ownership and Authorship: Who Owns… [read more]
Enforcing Trade Secrets: Legal Strategies and Practical Risks for Business Owners
Enforcing Trade Secrets: Legal Strategies and Practical Risks for Business Owners Trade secrets are among the most valuable—but also the most vulnerable—assets a company can hold. Key elements of a trade secret are that the secret (1) Is not publicly known, (2) Provides economic value or business advantage, and (3) Is protected through confidentiality measures. These confidential formulas, processes, customer lists, or algorithms can offer a significant competitive advantage. However, once misappropriated, they are notoriously difficult to recover. Enforcing trade secrets requires a proactive legal strategy, rigorous internal controls, and careful risk balancing. In this blog, we outline the critical… [read more]
