Start-Up Entrepreneur Series: Preferred Stock

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

Unless your new start-up is fully capitalized by its Founders, one of the first questions a new company must ask itself is “How are we going to fund this thing?”.

Last week we discussed the most common preliminary funding mechanism: “convertible debt“.  Today, we’ll talk a bit about the primary form in which institutions invest in start-ups: “preferred stock”.

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Financing Term Sheet Deep Dive: Registration Rights

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 that term sheet by taking a “deep dive” into the most often used terms and how choices made in selecting those terms can affect both Company and 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


Last week when discussing redemption rights, I equated them to a sword hanging over the Company’s head.  That’s because the right of an Investor to redeem his or her investment is not usually actionable.  The Company simply isn’t likely to have the funds to pay back.  The key to the term is the “leverage” given to the Investors, not the right itself.

Today we discuss another Investor “leverage” term:  Registration Rights.

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TGIF: May 5, 2017 – The “Delta” Between Service and (Wind) Schear

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 affect many aspects of our daily lives. 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


In the spirit of my last TGIF post, “On Being United“, comes the stirring sequel.

Flight 2222

Editor’s Note: Like most cases tried in the media and not in a court of law, there is a fair amount of dispute regarding the facts on the ground here.  In looking at the issues, I will attempt to keep an even view of the factual possibilities, but keep in mind that stories regularly change as each side gets its say.  The bulk of the facts presented here come from the investigative story posted at here.

On April 23, 2017, Brian Schear, his wife, and his 2-year-old son, Grayson, boarded Flight 2222 from Maui to Los Angeles.  The family sat in three separate seats for which they had purchased tickets.

Sometime after boarding, the family was approached by Delta personnel requesting to have young Grayson removed from his seat.  The Delta attendants informed Mr. Schear that they were empowered to make this request because the seat in question was reserved under the name Mason Schear, the family’s 18-year-old son.

Mr. Schear explained to the Delta crew that he had paid for Mason to return to Los Angeles on an earlier flight expressly for the purpose of using the family’s third seat on young Grayson.

He taped the resulting confrontation.

Continue reading “TGIF: May 5, 2017 – The “Delta” Between Service and (Wind) Schear”