TGIF: March 31, 2017 – On Contemptible Passengers

Despite what you may have heard, lawyers are, in fact, human beings with interests and hobbies all their own. They are not, I repeat not, robots sent from the future solely for the purpose of billing hours, drafting documents, and negotiating terms.  Not all of them anyway.  

In TGIF, I touch on some of my own interests primarily through the lens of the “Rules of the Game”, focusing on the rules and incentives that ultimately affect all of us in pursuing our life’s endeavors. I may even crack a joke or two.  Hard to say.

TGIF will be published regularly on (surprisingly enough) Friday mornings. For more information, check out or drop Rick a line at


Passengers Fails to Balance the Cold Equations

There is very little I love more in the world of pop culture than genre fiction.  Whether it’s ice zombies, robot cowboys, or, I guess, anything else on HBO, I’ve always been fascinated by both fantasy and science fiction.  About considering the impossibilities of magic and mystery against the inevitabilities of technology and change.  It is against this backdrop that I came to watch Passengers, the Chris Pratt/Jennifer Lawrence vehicle released in theaters about three months ago.  To say I was not impressed would be disrespectful to the concept of being impressed.  I was livid.  Let’s talk about why.

Spoilers for three month old movie to follow.

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Start-Up Entrepreneur Series: Directors and Officers

In the Start-Up Entrepreneur Series, I will be taking a deeper look into some of the most common questions early stage founders face in putting together and operating their new businesses.  

The Start-Up Entrepreneur Series will be published each Wednesday morning until conclusion. For more information, check out or drop Rick a line at


Last week, we talked about the various documents that make up the governing “law” of a corporation (or LLC).  This week, we’ll talk about the individuals that govern the actions of a corporation: the Board of Directors and Officers.

(Note that because of the inherent flexibility in the LLC structure, a discussion of an LLC’s management at a generalized level is not possible.  Know that an LLC can be organized as we discuss below (and that many do in order to emulate the more understood corporate form), but that it can also be organized in myriad other, distinct ways.)

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Financing Term Sheet Deep Dive: Liquidation Preference

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 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.  Check out an overview here.

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


If dividends are the interest paid on a standard loan, then the “liquidation preference” is the return of principal.  Together they form the economic spine of the stock (or other securities) sold to the Investor, and, as such, should be the primary focal point of negotiations related to the Company’s value.

Put simply, a “liquidation preference” is an amount of money which the Company agrees to pay to the holders of its preferred stock (or other securities being sold) prior to (or in “preference”) to all other funds it is to pay its other stockholders upon the Company’s sale (or “liquidation”).

Unlike in a standard bank loan, however, a “liquidation preference” can take many forms, some much more costly than others.

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