TGIF: March 17th, 2017 – March Madness in Equipoise

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 resulting 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


The NCAA Tournament and Perspective

Last week we talked about plane crashes, the Michigan basketball team, and the importance of looking at incentives when listening to differing perspectives on current events.  This week we carefully examine whether or not Jim Harbaugh would crash an airplane if he determined it gave his team a competitive advantage.  No, not really, but it is a fun thought experiment.  (My best tongue-in-cheek guess: He absolutely would if he could assure that there were no injuries greater than those experienced by the basketball team last week.  I mean they won the Big Ten Championship for heaven’s sake. If he can nail down that small “risk issue”, look out air traffic controllers.  Wolverine One is coming in for a landing.  Hard.)

No, this week we stick with basketball to celebrate one of my favorite things on Earth: “The Tournament”.

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Start-Up Entrepreneur Series: Corporation or LLC? (Part II)

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


This post is a continuation of our discussion on the differences between corporations and LLCs (if you missed Part I, check it out here).  Note: As I did not want to split this discussion up over three weeks, this post is a bit longer than most.

How likely are you to follow “corporate formalities”?

One of the primary purposes of setting up a new business entity (rather than just operating as a “sole proprietorship” or similar “individual” form) is to protect yourself and your investors from liability for the actions of that entity.  As I tell it when giving presentations on forming a business: you set up a corporation (or an LLC) to prevent someone from seizing your house if your company gets sued.

Continue reading “Start-Up Entrepreneur Series: Corporation or LLC? (Part II)”

Financing Term Sheet Deep Dive: Valuation

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.  

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


Last week we gave an overview of just what a financing term sheet is and why it is important (check it out here if you missed it). This week we begin our first real “deep dive” discussion.  To start us off, we’ll consider the top line item, the one of most concern to both Company and Investor alike: What is the price of the stock being sold? (Or, by corollary, how much of the Company does the current ownership have to “give away” in exchange for the investment?).

What we will see is that the answer to that question all comes down to what the parties “value” the Company at prior to investment:  the “pre-money” valuation.

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