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.

SPOILERS ABOUND

Check out the video here! – YouTube

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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”

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The Last Jedi, Luke Skywalker, and Heroism in the Age of Trump

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.

SPOILERS ABOUND

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NOW A (NOT SO) MAJOR MOTION PICTURE ON YOUTUBE!

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Let’s get this out of the way first.  The Last Jedi is a poor film (91% fresh!).  As a Star Wars film, it’s even worse.

Before breaking down The Last Jedi, I feel it’s important to make some disclaimers.  I have attended Star Wars Celebration.  Multiple times.  I have a robot BB-8 and a Millennium Falcon pillow. My wife dressed as Padme Amidala for the release of Episode II.  My Internet handle has been (and apparently always will be) a major Star Wars character.  From any angle in either my formal or home offices you can see something from Star Wars.

I am invested.

With that as context, I sat down last Thursday with hope in my heart ready to be taken on another journey to that galaxy far, far away.  While The Force Awakens was not my favorite Star Wars film, it was a decent enough re-entry for the franchise, and I was excited to see what the series could do outside of the long shadow of A New Hope.  I had no particular “theories” about where the story would go, or what Writer/Director Rian Johnson and Disney would do with some of the hooks that The Force Awakens had left to them.  I simply wanted to be told a good story.

Roughly three hours later, my excitement was largely dashed, and more than anything I was surprised to find how negative my reaction was.  I didn’t feel I had “over-hyped” the film in my own mind going in.  I knew that it had received strong critical reviews, but I had not read them, and I had been relatively luke warm (no pun intended) towards the two trailers I had seen.  But still, Last Jedi felt like a punch in the gut.

Only days later do I feel I’ve digested enough about the film to understand what I think went wrong.

Let’s dive in.

Continue reading “The Last Jedi, Luke Skywalker, and Heroism in the Age of Trump”

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 www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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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”

A Lawyer Reads…the Facebook Terms of Service and Data Policy (Part 3)

In the modern, digital world, each of us is asked to read and accept hundreds of pages of terms and conditions governing the way we use our products and services.  While no one could be expected to read every term (especially for entertainment or other “low risk” services), as a specialist in reading and drafting such documents, a lawyer can offer insight into just how they operate (and what rights the average user gives away when they sign on the dotted line). 

In “A Lawyer Reads…”, we’ll take a deeper dive into a few of those little-read contracts, terms, and conditions in an effort to provide just a bit of that insight. 

For more, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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Today we finish our reading of the Facebook Data Policy with discussions on data deletion, what happens when the law comes calling, Europe, and more.

Interested in how we got here?  Check out Part 1 and Part 2!

Continue reading “A Lawyer Reads…the Facebook Terms of Service and Data Policy (Part 3)”

A Lawyer Reads…the Facebook Terms of Service and Data Policy (Part 2)

In the modern, digital world, each of us is asked to read and accept hundreds of pages of terms and conditions governing the way we use our products and services.  While no one could be expected to read every term (especially for entertainment or other “low risk” services), as a specialist in reading and drafting such documents, a lawyer can offer insight into just how they operate (and what rights the average user gives away when they sign on the dotted line). 

In “A Lawyer Reads…”, we’ll take a deeper dive into a few of those little-read contracts, terms, and conditions in an effort to provide just a bit of that insight. 

For more information, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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Today we continue our reading of the Facebook Data Policy with some of the most important questions facing the company and its users:  “How does Facebook use your information?” and “How is your information shared?”.

Check out Part 1 HERE.

Continue reading “A Lawyer Reads…the Facebook Terms of Service and Data Policy (Part 2)”

A Lawyer Reads…the Facebook Terms of Service and Data Policy (Part 1)

In the modern, digital world, each of us is asked to read and accept hundreds of pages of terms and conditions that govern the way we use our products and services. 

While no one could be expected to read every term (especially for entertainment or other “low risk” services), as a specialist in reading and drafting such documents, a lawyer can offer insight into just how they operate (and which rights the average user winds up signing away). 

In our “A Lawyer Reads…” series, we’ll take a deeper dive into a few of those little-read contracts, terms, and conditions in an effort to provide just a bit of that insight. 

For more information, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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This week, Facebook CEO Mark Zuckerberg testified before the United States Congress on matters ranging from data privacy to Facebook’s culpability in the fomenting of foreign genocides.

One strand of questioning that persisted throughout the entirety of his marathon interrogation, however, was whether an ordinary user of Facebook’s services could understand the company’s terms and conditions document.  In answering that he didn’t believe that most users read through such “click through” terms, Zukerberg opened himself up to a series of additional challenges.

But how “bad” are the Facebook terms really?

Continue reading “A Lawyer Reads…the Facebook Terms of Service and Data Policy (Part 1)”

Why Should I Have an Attorney Form my Corporation (or LLC)?

On occasion, I get asked to write blog posts or submit my thoughts on topics of interest related to corporate law, starting your own business, and the like for other websites or blogs.  A version of this post was originally written for The UpCounsel Blog and appeared on October 3rd.  You can find it here

So you’ve decided to form your own business.  Congratulations!  And you’ve heard enough horror stories about folks losing their shirts (or houses) to know that you want an entity between you and all that potential business liability.  Congratulations again!

But where do you begin?  Corporation or LLC?  Board of Directors? Managers? Advisors?  Employees or Consultants? Interests or Units? Vested or Unvested? S-corp? C-corp? No-corp?

The great news about forming a U.S.-based business in the 21st century is that you literally have more options than ever before.  That’s also the bad news.

While the Internet can offer an almost unlimited bank of terms, precedent materials, and even some very good advice on the formation process itself (like blogs, for instance), regardless of how “off the shelf” you believe your new enterprise to be, there are risks to mitigate and questions to consider that no amount of filling in blanks on a pre-prepared form can properly account for.

That’s where a good attorney comes in.

Continue reading “Why Should I Have an Attorney Form my Corporation (or LLC)?”

Financing Term Sheet Deep Dive: Conclusion

Whether you’ve only recently decided to seek out capital for your business or you’ve 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 that term sheet by taking a “deep dive” into the most often used terms and how choices made in selecting those terms can affect both Company and Investor.  Check out an overview here.

For more information, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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Here it is, the end of our “Financing Term Sheet Deep Dive” series.  In this post, we’ll discuss a few “straggler” term sheet provisions and offer concluding thoughts on the whole term sheet/financing process.

As we have these past months, we’ll begin each section by first looking at the model language itself.

Let’s get started.

Continue reading “Financing Term Sheet Deep Dive: Conclusion”