Financing Term Sheet Deep Dive: An Overview

Whether you’ve only recently decided to seek out capital for your business or have already received (or made) your first offer, the term sheet (or “letter of intent”) is an integral part of the process.  In this series we’ll look to shed some light on the legal language contained in a financing term sheet by taking a “deep dive” into the most often used terms and how choices made in selecting those terms can affect both the Company and the Investor.  

Financing Term Sheet Deep Dive will be published each Monday morning until conclusion. For more information, check out or drop Rick a line at


One of the primary times that a client will seek out my advice is when they are faced with reviewing (or drafting) a term sheet for the sale (or purchase) of a company’s stock. For those who have not gone through the process, the notion of a term sheet (a document that lays out the basics of a proposed transaction but not in sufficient detail to actually effect the sale) can seem a little odd or even antiquated.  What good is a document that expressly states that it is “non-binding”, after all?

The easiest answer, like many things in the law, is that offering a term sheet before drafting definitive documents is simply the way things are done.  But, while true, that answer is not only pat (and somewhat unhelpful), it is also incomplete.

Continue reading “Financing Term Sheet Deep Dive: An Overview”

The Chicago Bears, the Philadelphia Eagles, and the 30-yard “Incompletion”

Rules of the Game: The 30 Yard “Incompletion”

On January 6, 2019, the Chicago Bears completed a 30-yard pass in their playoff game against the Philadelphia Eagles. The pass was then fumbled as the Bears receiver went to the ground.

Unfortunately, the referee’s initial ruling of an incomplete pass was deemed non-reversible under the current interpretation of the NFL rules due to the fact that the officials (and not either team) “recovered” the fumble…which was, again, not called a fumble on the field.

And so, the 30-yard “incompletion” was born.

What do the NFL rules say about this mess?

How could they be changed (or interpreted differently) to avoid disregarding what everyone knows to be the correct ruling?

And what does this say about rule drafting, interpretation, and law in general?

Continue reading “The Chicago Bears, the Philadelphia Eagles, and the 30-yard “Incompletion””

Hoeg Law’s 2018 Game of the Year Countdown

2018 has been a great year for media of all types.  Whether you’re a fan of TV, cinema, or the written word, chances are something (or more than a single something) was made practically just for you. 

As our first love here at Hoeg Law is and always will be interactive digital entertainment (or, you know, “video games”), please join us in celebrating the end of 2018 with this list of our favorite games from the past year.


10. Red Dead Redemption 2

Certain to raise the ire of some fans, Red Dead Redemption 2 comes in first…to be mentioned in Hoeg Law’s 2018 Game of the Year Rankings, in the number 10 slot.

Rockstar’s latest open world magnum opus is nothing if not grand.  Grand vistas, grand scale, the grand plans of its characters dashed on the rocky shores of a world unwilling to allow them to come to fruition.  Again, and again, and again, and again.

While there is little doubt that Red Dead Redemption 2 features fulsomely drawn characters traveling through interesting and meticulous detailed locales, its relatively thin narrative plotting (as opposed to characterization) struggles to support the massive infrastructure upon which it is built throughout the games 60+ hour running time.

In other words, if you thought Breaking Bad’s pacing was slow, well, “Saddle Up, Partner” because Rockstar’s got another gear slower to show you.

But that’s far too negative (and just goes to explain why RDR2 appears this low on the list.)

Never has a video game world felt more “solid” and “real” then the world of Red Dead Redemption 2.  Featuring by far the best graphics we’ve ever seen, from the mountains to the prairies, from dusty Valentine to the soot and smog of Saint Denis, if you are looking to have your own Westworld virtual tourism experience, Red Dead Redemption 2 is the place for you.

And since it features one of our favorite musical scores of the year, you’ll be enjoying aural pleasures to go along with the visual.

In terms of gameplay, Red Dead is pedestrian but serviceable.  Ride with interesting character to point X.  Shoot bad guys at point X (and maybe Y).  Ride back with interesting character.  Repeat for 60 hours.  But that’s too reductive. The real beauty is in the “in-between”.

The sounds of thunder coming over the mountains as the buffalo scatter before you.  The look of a stream in the first light of morning as a passenger train passes by.  The hustle and bustle of a turn of the century city that feels endless in possibility.

Narrative is absolutely important in games, and Red Dead 2 might well have been better off if it cut a 60 hour story down to 20, but that’s only half the tale.  The world of Red Dead Redemption 2 is the other half, and it is just an absolutely stunning, wonderful, and immersive place to visit.

All of which makes Red Dead Redemption 2 a more than worthy inclusion on this list. Continue reading “Hoeg Law’s 2018 Game of the Year Countdown”

Hoeg Law First Impressions: Assassin’s Creed Odyssey

Yesterday, I finally got the chance to spend a few hours with Assassin’s Creed Odyssey (stayed up a bit late for the Cubs game…sorry cubbies).  Odyssey was one of my dark horse favorites coming out of E3 2018 after thoroughly enjoying its predecessor (Assassin’s Creed Origins) so this was a pretty exciting day.

After about 3 hours of play (that Cubs game would not end) here are just a few of my first impressions:

* If Assassin’s Creed Origins was “baby Witcher 3”, Assassin’s Creed Odyssey is “adolescent or teenage Witcher 3”.  Bulletin boards in towns, dialogue trees, choices with consequence (we are told), contextualized quest lines, and more means that at this point I wouldn’t be surprised if the next Assassin’s Creed takes place in medieval Poland…with monsters.  I have no problem with this.

* Speaking of the Witcher, the music of Assassin’s Creed Odyssey, featuring strumming guitars and heavy drum beats, is very, very reminiscent of that series.  I am not expert enough to compare the respective histories of Greek and Polish music to speak to Ubisoft’s intent here, but suffice it to say, you will be reminded of the Witcher at every level up (and quite often at other times throughout the game).

* Assassin’s Creed Odyssey offers a new first for the series: a choice between two characters.  After much consideration, I am playing though the game as Alexios.  Interestingly, I had intended to play through as Kassandra, but two things changed my mind: (i) I am currently playing through Shadow of the Tomb Raider and liked the juxtaposition, and (ii) after playing the first hour or so of the game with both characters, there is a…twinkle in the eye…of the Alexios performance that seemed absent in Kassandra’s.  At least in that first hour, Alexios comes off as a puckish rogue, while Kassandra comes off much more serious and straight-laced.  Neither is seemingly “better” than the other, but I liked the feeling of Alexios being “in over his head”.

* The story starts slowly, with no real inciting incident but more as “a day in the life of a Greek mercenary.”  There are indications, though, that this start is just the launching point for a real…odyssey.  Provided that is the case, I think the slow beginning (think The Hobbit) is well-considered and gives grounding to “where your character came from”.  We will see.

* Playing without a shield is interesting.  It certainly makes ranged enemies much more deadly.  I’m not sure I like it as much, but it definitely makes aggression more attractive as a defensive option than it was in Origins.  Time will tell.

* I am apparently much nerdier than even I usually give myself credit for, as I was immediately tickled to be playing in Ithaca and exploring Odysseus’ old stomping grounds.  Thanks high school literature class!

* Not sure if it will be added later (as it was for Origins) but the absence of Discovery Tour is noted.  In particular, my daughters love exploring Origins in that mode, going on tours and learning about ancient Egypt.  My oldest (8) was very excited about this release and got a chance to see a bit of it, but the violence in the “real” game is a bit much for her.

* Odyssey does add little “tool tip” historical information as you discover “historical sites”, but while the information is cool, it is hidden two menus deep on the map, and is often presented in a dry manner.  (Pedantically, it also doesn’t really distinguish between “history” and “myth” in a way I personally find a bit confusing.  This may wind up an issue with the game overall, of course.  I’ll let you know if I meet Zeus.)

* Finally, Nintendo and Mario should be thanked for helping teach folks (like me) how to spell the word odyssey for the past year.  It has helped tremendously in writing things like this post.

Overall, Assassin’s Creed Odyssey makes a tremendous first impression, and immediately thrusts you into a world worth exploring, with the feel of launching an epic adventure.  I can’t wait to see and do more, and will be very much looking forward to seeing all it has to offer.

Urban Rights or “Consultants Tell You What You Want to Hear”

About three weeks ago, Ohio State University (“OSU”) Head Football Coach Urban Meyer (“Coach Meyer”) released a statement in which he admitted to speaking “inaccurately” at Big Ten Media Days in July, but was otherwise a model citizen.

You can see my analysis of the positions Coach Meyer took in that statement, as well as his anticipated defenses strategies: HERE.

Last night, Coach Meyer and OSU executed on those defense strategies, taking the path I had suspected: that Coach Meyer was simply too confused by the questions and circumstances of Big Ten Media Days to answer truthfully, and that his actions there and in the past were imperfect, but reflect the (allegedly) muddy facts surrounding Coach Zach Smith (“Coach Smith”) and his wife Courtney.

But now comes the “independent” committee’s report, and given what it shows, it’s somewhat incredible that OSU elected on this path.  (Incredible only if your metric for credulity rests on something other than winning football games, of course.)

Let’s dive in.

Continue reading “Urban Rights or “Consultants Tell You What You Want to Hear””

Urban Flight – A Lawyer Reads Coach Meyer’s Apology Letter

Today, August 3, at the very tail end of the Friday news cycle, Ohio State University Head Football Coach Urban Meyer, embroiled in a domestic violence controversy that threatens to end his career (and which has already resulted in paid administrative leave), released a statement in which, among other things, he denies wrongdoing, asserts that he acted “appropriately”, and laments the sorrow he feels for “the toll the events of the past week have taken”.

While much remains unclear about Coach Meyer’s actions, the actions of his wide receivers coach Zach Smith, and what will result from Ohio State’s “independent” investigation, what is abundantly clear is that Meyer has taken this course of action under advise of counsel (and one expects, PR crisis management teams) in an effort to retain his job in our modern “zero tolerance” environment.

Since I happen to be a lawyer (and have crafted a crisis communication or two in my time), let’s dive in to what he’s decided to say at this time (on a Friday…after 4 PM).

Continue reading “Urban Flight – A Lawyer Reads Coach Meyer’s Apology Letter”

A Modest Proposal: Stating The Obvious

August 1, 2018 – Ex-ESPN employee Brett McMurphy reports (via Facebook) that Ohio State University Head Football Coach (and Bob Evans Head Breakfast Coach) Urban Meyer lied when he told reporters that he was unaware of domestic abuse allegations against his wide receivers coach, Zach Smith.

McMurphy uses extensive text messages, photos, and communications, including from Coach Meyer’s wife to the alleged victim, Ms. Smith, to establish his story over a period of almost a decade.

Coach Meyer has since been placed on administrative leave.


Continue reading “A Modest Proposal: Stating The Obvious”

Busting the Block – How Avengers: Infinity War Changed the Game…for Everyone

While Rules of the Game is largely intended to reflect on the rules, regulations, and incentives that help influence our lives, occasionally something hits close enough to home that I feel compelled to write about it on this blog.  This is one of those times.


Check out the video here! – YouTube

On October 29, 2014, Disney’s Marvel Studios announced Phase 3 of the Marvel Cinematic Universe (“MCU”), the culmination of a decade-long effort to infuse 20+ major motion pictures with just enough connective tissue to plausibly bring them together in one universe-shaking, climatic, cross-over event.

Well, that event is here.  Avengers: Infinity War (“Infinity War“) has arrived.

40+ characters.

A dozen galaxy-spanning locations.

6 Infinity Stones.

1 damn triumph.

As the MCU has grown to dominate the box office, almost every other movie studio has at least feigned interest in starting their own “universe” of interlocking films and other materials.  But whether Warner BrothersUniversal, or others, none have come close to what Marvel has achieved, and after Infinity War, the bar has been set even higher.

How does Infinity War do what it does?  How does the MCU work so well when seemingly all others have faltered? And how does Infinity War successfully navigate the “impossible” task of serving as the climax of dozens of plots over almost 20 movies and half as many years?

How? Let’s dig in.

Continue reading “Busting the Block – How Avengers: Infinity War Changed the Game…for Everyone”