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”

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.

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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.

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”

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)”