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.

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Virtual Legality #38 – Lucasfilm Games, Electronic Arts, and the Future of Star Wars

With new job postings being made by Lucasfilm and Disney to staff up “Lucasfilm Games”, questions abound as to just what role Disney intends to have in the future of Star Wars video game production.

What is Lucasfilm Games, and what do the job postings have to say about the relationship between Disney and licensees like Electronic Arts?

How does an exclusive license to intellectual property (IP) work, when might Disney be able to get out of it, and most importantly, would it even want to?

What is brand management, and why do the job descriptions for the positions at Lucasfilm Games suggest a more robust licensor/licensee relationship rather than the opposite?

And what does it all mean for Star Wars, Indiana Jones, and the rest of the Lucasfilm portfolio?


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Virtual Legality #27-2 Update: Sponsored by EA?

More twists and turns in the continuing story of just what happened to GGGManLives’ Anthem Review!

What does Electronic Arts claim to have happened?

What is the difference between “Game Changers” and “Sponsored” Content?

And why does a video exist with absolutely NO disclosures, if the issue (as claimed by EA) was that EA paid for its creation?

Continue reading “Virtual Legality #27-2 Update: Sponsored by EA?”

Game Changer! Did EA force influencer to violate False Advertising Laws?

With reports that content creator “Gggmanlives”, a member of Electronic Arts’ own paid-affiliate “Game Changers” program, was asked to remove EA-identifying watermarks from his negative review of Bioware’s Anthem, controversy surrounding the video game publisher’s use of influencers as de facto arms of its marketing department continues to swirl.

What seems to have actually happened here?

What is the Electronic Arts Game Changers Program?

And if EA actually made this request, why might it have caused itself (and Gggmanlives) many, many more problems?


Continue reading “Game Changer! Did EA force influencer to violate False Advertising Laws?”

The Shoe Head ‘Round the World: Zion Williamson, Nike, and Contract Law

When the best player in the game falls to injury, not by happenstance, but because of the shoe his University contractually obligated him to wear…who is left holding the bag?

What happened to Zion Williamson and his shoe on the night of February 20, 2019?

What happened to Nike’s stock price?

And just what is in those “all-sports” contracts Nike signs with Universities like Duke, anyway?

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Scalebound on Nintendo? IP, Contract, and Trademark Law

Rumors swirl of a long-dead game being revived for Nintendo’s Switch platform, with Microsoft and PlatinumGames’ abandoned Scalebound project leading the guesses.

Could Scalebound actually come to Nintendo’s Switch?

What do intellectual property rights and contract law mean for how such a project might take shape?

And why does an abandoned trademark tell less than half of this particular story?

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Virtual Legality Extra – It’s About Ethics in Games Journalism…

Gamergate long ago scorched the earth of having a reasonable conversation about journalistic practices in gaming and beyond, but…what if it hadn’t?

In our first Virtual Legality Extra, we dive headlong into the conversation started again this past week by The Escapist and Russ Pitts, including a discussion of the comments being made by some the industry’s most popular journalists.

Can we separate out harassment from message?

What place does politics have in the conversation?

And why does the rise of the “influencer” make the consideration of ethics more important than ever?

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Does Steam hold the “Keys” to Epic’s Game Store Kingdom?

Though Epic has come out blazing with attacks on Steam’s 70/30 revenue split, Steam’s policy of allowing publishers and developers to sell their own Steam “keys” on other stores (serviced by Steam for free), makes the math a bit more complicated.

What is Steam’s “key” policy and how does it differ from what is presently offered by the Epic Games Store?

What does it mean to enforce “guidelines” over specific rules or contract terms?

And why does the use of “guidelines” mean that some publishers and developers might still consider themselves to be better off going with Epic?

Continue reading “Does Steam hold the “Keys” to Epic’s Game Store Kingdom?”