The Last Jedi, Luke Skywalker, and Heroism in the Age of Trump

While Rules of the Game is largely intended to reflect on the rules, regulations, and incentives that help influence our lives, occasionally something hits close enough to home that I feel compelled to write about it on this blog.  This is one of those times.





Let’s get this out of the way first.  The Last Jedi is a poor film (91% fresh!).  As a Star Wars film, it’s even worse.

Before breaking down The Last Jedi, I feel it’s important to make some disclaimers.  I have attended Star Wars Celebration.  Multiple times.  I have a robot BB-8 and a Millennium Falcon pillow. My wife dressed as Padme Amidala for the release of Episode II.  My Internet handle has been (and apparently always will be) a major Star Wars character.  From any angle in either my formal or home offices you can see something from Star Wars.

I am invested.

With that as context, I sat down last Thursday with hope in my heart ready to be taken on another journey to that galaxy far, far away.  While The Force Awakens was not my favorite Star Wars film, it was a decent enough re-entry for the franchise, and I was excited to see what the series could do outside of the long shadow of A New Hope.  I had no particular “theories” about where the story would go, or what Writer/Director Rian Johnson and Disney would do with some of the hooks that The Force Awakens had left to them.  I simply wanted to be told a good story.

Roughly three hours later, my excitement was largely dashed, and more than anything I was surprised to find how negative my reaction was.  I didn’t feel I had “over-hyped” the film in my own mind going in.  I knew that it had received strong critical reviews, but I had not read them, and I had been relatively luke warm (no pun intended) towards the two trailers I had seen.  But still, Last Jedi felt like a punch in the gut.

Only days later do I feel I’ve digested enough about the film to understand what I think went wrong.

Let’s dive in.

Continue reading “The Last Jedi, Luke Skywalker, and Heroism in the Age of Trump”

Why Should I Have an Attorney Form my Corporation (or LLC)?

On occasion, I get asked to write blog posts or submit my thoughts on topics of interest related to corporate law, starting your own business, and the like for other websites or blogs.  A version of this post was originally written for The UpCounsel Blog and appeared on October 3rd.  You can find it here

So you’ve decided to form your own business.  Congratulations!  And you’ve heard enough horror stories about folks losing their shirts (or houses) to know that you want an entity between you and all that potential business liability.  Congratulations again!

But where do you begin?  Corporation or LLC?  Board of Directors? Managers? Advisors?  Employees or Consultants? Interests or Units? Vested or Unvested? S-corp? C-corp? No-corp?

The great news about forming a U.S.-based business in the 21st century is that you literally have more options than ever before.  That’s also the bad news.

While the Internet can offer an almost unlimited bank of terms, precedent materials, and even some very good advice on the formation process itself (like blogs, for instance), regardless of how “off the shelf” you believe your new enterprise to be, there are risks to mitigate and questions to consider that no amount of filling in blanks on a pre-prepared form can properly account for.

That’s where a good attorney comes in.

Continue reading “Why Should I Have an Attorney Form my Corporation (or LLC)?”

Financing Term Sheet Deep Dive: Conclusion

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.

For more information, check out or drop Rick a line at


Here it is, the end of our “Financing Term Sheet Deep Dive” series.  In this post, we’ll discuss a few “straggler” term sheet provisions and offer concluding thoughts on the whole term sheet/financing process.

As we have these past months, we’ll begin each section by first looking at the model language itself.

Let’s get started.

Continue reading “Financing Term Sheet Deep Dive: Conclusion”