TGIF: March 24, 2017 – Abiding Andromeda in Ancient Japan

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


Mass Effect Andromeda – Optimism in a Sea of Cynicism

This week sees the launch of the latest in one of the most well thought of western video game role-playing series: Mass Effect.  In previous games, your character (called Shepard, or “The Shepherd” when series creator Bioware really wanted to step up the haughtiness) helped fight off the existential threat of giant mechanical squid things from beyond called “The Reapers”.  Ah, video games.  The third and final game of the original trilogy in particular, really delved into the “end of all things” of it all ( I mean, just listen to this.)

Rightfully thinking that after two sequels, “galaxy-wide apocalypse” could not easily be topped, the newest game in the series, “Mass Effect Andromeda“, takes a different approach.

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Start-Up Entrepreneur Series: Governance Documents

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.  

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


The day-to-day operations of a business are dependent on many things: market trends, customer relations, vendor management, the CEOs mood.  But from a legal perspective, the operations of a company (whether a corporation or LLC) are governed at the highest level by the interactions of two or three primary sets of rules set forth in only two or three primary sets of documents.  While we’ll get into the details of what these rules can permit (or prohibit) later in the series, it is important, first, to get an overview of how they generally interact.

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Financing Term Sheet Deep Dive: Dividends

Whether you’ve only recently decided to seek out capital for your business or you 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.  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


When you take out a home loan or put money on your credit card, it is on the understanding that the bank (or other institution) lending you money will expect something back for the trouble. In the case of a traditional loan instrument that “payback” comes in the form of interest, generally described as a percentage of the amount initially lent (or “principal”).

In the equity financing world, the “payback” concept is instead captured by the notion of the “dividend”, or right to receive funds from a company solely because of the stock that you hold.

Let’s take a look at a few of the options.

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