ALL BRIEFS · PAGE 2

Brief index

Every ATLAS brief, in desk order. Use the desk rail to filter by practice area, or the research console for a direct query.

IMMImmigration Strategy & StatusIMM desk →FINFinancial Regulation & Digital AssetsFIN desk →CORPCorporate Operations & RiskCORP desk →LITLitigation & Dispute ResolutionLIT desk →EMPEmployment & WorkforceEMP desk →FAMFamily TransitionsFAM desk →PROPProperty & DevelopmentPROP desk →PRIVPrivacy, Cyber & AIPRIV desk →IPIntellectual Property & MediaIP desk →ESTEstate, Tax & SuccessionEST desk →CRIMConsumer & Criminal ProcedureCRIM desk →

FIN-03 · 15

Beneficial Ownership Reporting: How to Verify the Rules That Apply Now

7 MIN · FIN

The federal beneficial-ownership regime has shifted through litigation and rulemaking more than once. This brief gives the position as of mid-2026 and a method for confirming what is in force today.

The Corporate Transparency Act created a federal reporting duty at 31 U.S.C. 5336, implemented by FinCEN regulation, with reporting first required in 2024.
Litigation and enforcement pauses through 2024 and early 2025 repeatedly changed what was required, and of whom, within weeks.
A FinCEN interim final rule issued in March 2025 exempted domestic companies and U.S. persons, leaving foreign reporting companies in scope.

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FIN-04 · 16

ACH Authorization, Returns, and Account-Freezing Risk for Payment Platforms

9 MIN · FIN

A debit can be contractually agreed, network-compliant, and still returned. This brief separates the three rulebooks that govern ACH authorization, returns, and funds holds for a platform operator.

Nacha rules make the originating bank warrant that each entry is authorized, and require proof of authorization to be retained and produced on request.
Retention for consumer debit authorizations generally runs two years from the date the authorization is terminated or revoked.
Return-rate levels are measured against the originator: 0.5% unauthorized, 3% administrative, and 15% overall, each triggering network review.

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FIN-05 · 17

State Lending Licenses and Bank-Partner Models for Online Credit Products

8 MIN · FIN

Licensing exposure in online credit is decided by structure, not by branding. This brief works through who lends, who must be licensed, and why bank-partner programs remain contested.

Lending licenses are state law: the analysis runs state by state on making, brokering, purchasing, and servicing credit for residents of that state.
Rate exportation lets a bank apply its home-state rate law, but the benefit belongs to the bank — not automatically to a partner that buys the loan.
OCC and FDIC valid-when-made rules issued in 2020 survived court challenge; the separate OCC true-lender rule was repealed by Congress in 2021.

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CORP-01 · 18

Board Minutes and Written Consents: Creating a Defensible Corporate Record

8 MIN · CORP

Minutes are written on a calm day and read on a hostile one. This brief sets out what belongs in the corporate record, when a written consent works, and the defects that undo both.

Corporate governance formalities are state law; Delaware and Model Act states share the basic architecture but differ in detail and in recent amendments.
Delaware permits board action by written consent in lieu of a meeting, but that consent must be unanimous — unlike stockholder consent.
Minutes should record that a decision was informed and deliberate; they should not record legal advice, deliberative debate, or draft conclusions.

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CORP-02 · 19

Director and Officer Indemnification: Bylaws, Agreements, and D&O Insurance

8 MIN · CORP

Protection for directors and officers is a stack of three instruments that fail in different places. This brief maps what each layer covers and what falls through the seams between them.

Indemnification is state corporate law; Delaware Section 145 is used here as the named example rather than a national rule.
Advancement of defense costs is a separate right from indemnification and is usually the one that matters first, and most.
Bylaws can be amended by the board; an individual indemnification agreement is a contract that cannot be changed unilaterally.

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CORP-03 · 20

Representations and Warranties in an Asset Purchase Agreement

8 MIN · CORP

A representation is not a promise about the future. It is a dated statement of fact that allocates a specific risk — and the qualifier attached to it usually decides who absorbs that risk.

Representations do three jobs at once: force disclosure before signing, support a closing condition, and define the indemnity that survives closing.
Asset deals do not automatically leave liabilities behind; successor-liability doctrines under state and federal law reach through the structure.
Knowledge and materiality qualifiers move risk to the buyer; disclosure schedules move it more quietly and more completely.

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CORP-04 · 21

Earnout Provisions in Business Sales: Metrics, Control, and Dispute Risk

9 MIN · CORP

An earnout bridges a price gap by paying later. This brief works through the four terms that decide whether it pays at all: the metric, the covenants, the accounting, and the referee.

Earnout disputes rarely concern whether the business performed. They concern what the contract defined as performance and who controlled the measurement conditions.
Metric choice sets the manipulation risk: revenue is hardest to distort, EBITDA invites allocation fights, and milestones can be blocked by buyer inaction.
Post-closing operating covenants are the seller's only real protection, because the implied covenant of good faith cannot rewrite terms the parties expressly agreed.

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CORP-05 · 22

Commercial Insurance Clauses: Additional Insureds, Waivers, and Indemnity

9 MIN · CORP

A contract can promise more protection than any policy delivers. This brief maps the gap between the insurance clause you negotiated and the coverage that responds when a claim arrives.

A certificate of insurance is evidence, not coverage. Only the policy and its endorsements create rights, and certificates say so on their face.
Standard additional-insured endorsements cover liability caused in whole or part by the named insured, not the additional insured's own independent negligence.
Primary and non-contributory status requires an endorsement. Contract language alone does not override the policy's other-insurance condition.

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LIT-01 · 23

Demand Letters and Litigation Holds Before a Lawsuit Is Filed

8 MIN · LIT

One event usually creates both an opportunity and an obligation. This brief pairs the offensive document — the demand letter — with the defensive duty that the same facts switch on.

The duty to preserve attaches when litigation is reasonably anticipated, which is often earlier than the day counsel is retained or a complaint arrives.
Sending a demand letter puts the sender on notice too: it is strong evidence that the sender anticipated litigation from that date forward.
A hold notice is defensible when it identifies custodians, describes categories concretely, suspends auto-deletion, and is acknowledged and re-issued.

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LIT-02 · 24

Personal Jurisdiction and Venue: Where a Civil Case Can Be Heard

9 MIN · LIT

Forum is decided by three separate questions asked in order: power over the defendant, a proper district, and whether a contract clause has already answered both.

Personal jurisdiction and venue are different questions. A court can have power over a defendant and still sit in the wrong district.
General jurisdiction reaches a defendant on any claim only where it is essentially at home, per Daimler v. Bauman (2014) — normally incorporation and principal place of business.
Specific jurisdiction requires contacts with the forum and claims that arise out of or relate to them, a relationship the Court addressed in Ford Motor Co. (2021).

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LIT-03 · 25

Electronic Discovery: Preservation, Collection, Review, and Sanctions

8 MIN · LIT

Discovery of electronic evidence is where most civil litigation budgets are spent and where cases are quietly lost. This brief maps each stage to its cost driver and its sanctions exposure.

Rule 37(e), as amended in 2015, applies only when ESI that should have been preserved is lost and cannot be restored or replaced from another source.
Curative measures require a finding of prejudice; adverse-inference instructions, dismissal, or default require a finding of intent to deprive another party of the information.
Rule 26(b)(1) limits discovery to what is relevant and proportional, weighing six named factors including burden, resources, and importance to the issues.

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LIT-04 · 26

Summary Judgment: Standards, Evidence, and What the Motion Decides

8 MIN · LIT

Summary judgment is decided on a paper record built long before the motion is written. This brief sets out the Rule 56 standard, the burden sequence, and the evidence that survives the test.

Rule 56 asks whether a genuine dispute of material fact exists — not who has the better argument or the more credible witness.
The movant carries the initial burden; a party without the trial burden may satisfy it by showing an absence of proof.
Evidence need not be in admissible form at the motion stage, but it must be capable of admission at trial.

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LIT-05 · 27

Arbitration or Court? Comparing Procedure, Cost, Confidentiality, and Appeal

8 MIN · LIT

The forum for a commercial dispute is usually chosen years before the dispute, in a clause nobody negotiated. This brief compares arbitration and court on the terms that decide outcomes.

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, makes written arbitration agreements enforceable and directs courts to compel arbitration and stay litigation.
Judicial review of an award is narrow: Section 10 lists grounds such as corruption, fraud, evident partiality, misconduct, and arbitrators exceeding their powers.
Arbitration is not automatically cheaper — parties pay the arbitrators and the administrator, costs a court does not charge.

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EMP-01 · 28

The WARN Act and State Mini-WARN Laws in Workforce Reductions

8 MIN · EMP

Whether a reduction triggers advance-notice duties is an arithmetic question answered before any strategy question. This brief works the counting rules, the notice mechanics, and the state overlays.

Federal WARN, 29 U.S.C. § 2101 et seq., reaches employers with 100 or more employees and generally requires 60 days advance written notice.
A plant closing needs 50 or more employment losses at a single site; a mass layoff needs 500, or 50-499 at 33 percent of the workforce.
Employment losses over any 90-day period are aggregated, so two small reductions can combine into one covered event.

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