ALL BRIEFS · PAGE 6

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-08 · 71

Wire Transfer Losses Under UCC Article 4A: Who Bears the Fraud

8 MIN · FIN

Article 4A does not ask who was at fault. It asks whether the bank and the customer agreed a commercially reasonable security procedure and whether the bank followed it. This brief walks that analysis and its exits.

Article 4A allocates unauthorised payment-order loss through the security procedure: an order verified under a commercially reasonable procedure can bind the customer.
A customer can shift the loss back by proving the order did not come from anyone entrusted with, or who obtained access through, the customer's own systems.
Consumer transfers governed in any part by the Electronic Fund Transfer Act are excluded from Article 4A, so the two regimes rarely overlap.

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FIN-09 · 72

Deposit Insurance and Pass-Through Coverage for Pooled Accounts

8 MIN · FIN

Pass-through coverage turns one pooled deposit into many insured claims — but only if titling, records, and the underlying relationship all hold. This brief sets out the conditions and the failure modes.

Coverage runs per depositor, per insured bank, per ownership category, at a standard maximum of $250,000; pooling does not by itself increase or reduce it.
Pass-through requires custodial titling at the bank, records identifying each true owner and interest, and a genuine disclosed custodial relationship.
Deposit insurance responds only to the failure of the insured bank, not to the failure of a fintech, program manager, or ledger provider.

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FIN-10 · 73

Overdraft and NSF Fee Practices: Disclosure, Opt-In, and Enforcement Risk

8 MIN · FIN

Most overdraft exposure is not about the size of the fee. It is about whether the consumer could have predicted it. This brief maps the opt-in rule, the disclosure regime, and the fee patterns that draw enforcement.

Regulation E bars fees for ATM and one-time debit card overdrafts unless the consumer receives a segregated notice and affirmatively opts in.
Checks and recurring debits fall outside the opt-in rule, so a consumer who declined the service can still be charged on those items.
Authorize-positive-settle-negative fees and repeat fees on re-presented items are the two patterns that most often draw unfairness findings.

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FIN-11 · 74

Truth in Lending for Closed-End Credit: Disclosure Timing and Accuracy

8 MIN · FIN

Regulation Z fixes four numbers a closed-end borrower must see, and for most mortgages it fixes when they must see them. This brief sets out the content, the timing, the tolerances, and where errors become liability.

Closed-end disclosures must state the annual percentage rate, the finance charge, the amount financed, and the total of payments, grouped and conspicuous.
For most closed-end mortgages, a Loan Estimate is due within three business days of application and a Closing Disclosure three business days before consummation.
A changed APR beyond tolerance, a changed loan product, or an added prepayment penalty restarts the three-business-day waiting period before closing.

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CORP-06 · 75

Books and Records Demands: Purpose, Scope, and Response

9 MIN · CORP

An inspection demand is cheap for the sender and expensive to answer badly. This brief covers who may demand records, what purpose qualifies, how far the scope reaches, and what a company should do in the first two weeks.

Inspection rights come from state entity law and the company's own documents, so the answer changes with the state of incorporation and the entity form.
Delaware's Section 220 conditions inspection on a proper purpose, and courts limit production to records necessary and essential to that stated purpose.
Form errors sink demands: signature, oath, ownership proof, and a purpose stated with enough specificity to be tested are all litigated regularly.

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CORP-07 · 76

Director Duties as Insolvency Approaches: Who Is Owed What

8 MIN · CORP

Distress does not hand the board a new master. It changes who has standing to complain and how every decision will be read afterward. This brief separates the rule from the folklore.

Delaware rejected a separate fiduciary duty owed to creditors in the zone of insolvency; directors continue to owe duties to the corporation itself.
Once a corporation is actually insolvent, creditors may pursue derivative claims on the corporation's behalf, but direct fiduciary claims remain unavailable.
Distribution statutes bite before insolvency does: dividends, redemptions, and distributions have solvency and surplus limits with personal exposure attached.

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CORP-08 · 77

Related-Party Transactions: Disclosure, Approval, and Cleansing

9 MIN · CORP

A conflicted transaction is not automatically improper. It is automatically reviewable. This brief sets out the approval architecture that decides which standard a court applies and what the record has to show.

CORP-09 · 78

The Corporate Opportunity Doctrine: When a Deal Belongs to the Company

9 MIN · CORP

A fiduciary who finds a good deal has to ask whose deal it is. This brief works through the tests courts apply, the safe harbor of presenting it first, and how charter waivers change the analysis.

The doctrine asks whether the opportunity was in the company's line of business, whether it had an interest or expectancy, and whether it could have taken it.
Presenting the opportunity to a disinterested board and receiving a documented refusal is the cheapest and most reliable protection available.
Delaware permits a charter to renounce interest in specified classes of opportunities, which is standard practice for venture and private equity investors.

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CORP-10 · 79

Post-Closing Purchase Price Adjustments: Working Capital and Disputes

10 MIN · CORP

The true-up looks like arithmetic and behaves like a contract dispute. This brief covers how the target is set, why methodology fights beat math fights, and what the referee is actually allowed to decide.

A working capital adjustment has three load-bearing parts: a defined target, an agreed accounting methodology, and a referee mechanism with a bounded mandate.
Most disputes come from methodology conflicts — reserves, cut-offs, and classification — rather than from arithmetic errors in the closing statement.
Objection windows are short and usually drafted as conditions, so a missed deadline can make the other side's statement contractually final.

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CORP-11 · 80

Successor Liability: When a Buyer Inherits the Seller's Problems

9 MIN · CORP

The point of an asset purchase is to choose which liabilities come along. Four common-law exceptions and a stack of statutes say otherwise. This brief maps where the general rule breaks.

The general rule is that an asset buyer takes the assets without the seller's liabilities, and that rule holds in most transactions most of the time.
Four exceptions recur across states: express or implied assumption, de facto merger, mere continuation, and a transaction structured to escape debts.
A minority of states apply a product-line or continuity-of-enterprise theory that can reach a buyer with no continuity of ownership at all.

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LIT-06 · 81

Temporary Restraining Orders and Preliminary Injunctions: Proving Urgency

9 MIN · LIT

Emergency injunctive relief is decided fast, on an incomplete record, and mostly on the quality of the sworn facts. This brief sets out what Rule 65 requires and where applications fail.

A temporary restraining order issued without notice expires within 14 days and may be extended once for good cause or by the adverse party's consent.
An ex parte application needs specific facts in an affidavit or verified complaint plus written certification of the efforts made to give notice.
The four factors are likelihood of success, likely irreparable harm, the balance of equities, and the public interest, assessed together.

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LIT-07 · 82

Rule 11 Sanctions: The Safe Harbour and What Triggers Exposure

8 MIN · LIT

Rule 11 motions are lost on procedure far more often than on the merits. This brief sets out what the signature certifies, how the 21-day safe harbour operates, and where the rule stops.

Signing or later advocating a paper certifies four things about purpose, legal contentions, factual contentions, and denials — each judged by a reasonable-inquiry standard.
Rule 11(c)(2) requires the motion to be served but not filed for 21 days, giving the other side a chance to withdraw or correct.
Rule 11 does not apply to disclosures, discovery requests, responses, objections, or motions under Rules 26 through 37.

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LIT-08 · 83

Depositions: Preparation, Permissible Objections, and Use at Trial

9 MIN · LIT

A deposition is the only chance to lock a witness into sworn answers before trial. This brief covers the Rule 30 limits, the narrow set of permissible objections, and what the transcript can do later.

Unless the parties stipulate or the court orders otherwise, a deposition is limited to one day of seven hours of examination.
Objections must be stated concisely and in a nonargumentative, nonsuggestive manner; the testimony is then taken subject to the objection.
A witness may be instructed not to answer only to preserve a privilege, enforce a court-ordered limitation, or present a motion to terminate.

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LIT-09 · 84

Protective Orders: Confidentiality Designations and Sealing Disputes

9 MIN · LIT

A protective order controls how the parties handle sensitive material in discovery. It does not decide what the public may see on the docket, and confusing the two is the most expensive mistake in this area.

Rule 26(c) requires a showing of good cause and a certification that the movant conferred, or tried to confer, before asking the court to act.
A stipulated protective order governs how parties treat material between themselves; it does not by itself authorize filing anything under seal.
Sealing implicates a public right of access to judicial records, so courts require a specific justification and narrowly drawn redactions.

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