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Development / Production Agreements

The practice group brings to the table decades of business affairs experience enabling us to structure the complex arrangements required for producers to hire A-level talent. We negotiate rights agreements, including literary option and purchase agreements and life story rights agreements, and agreements for actors, writers, directors and producers.

Copyright Counseling and Chain of Title Reviews

We have a wealth of experience providing copyright counseling in the music, music publishing, film, television, video game and publishing industries on ownership, rights, reversion of rights (Sections 203 and 304) and re-negotiations, and on enforcement issues, in the U.S. and abroad, as well as with Copyright Office registrations, searches and recordations. As a result, we are industry leaders in reviewing and analyzing complex chains of title. We commonly review issues relating to WGA Separation of Rights, after-invented media, terminations and the effectiveness of certain grants.

Entertainment Finance

We handle entertainment banking transactions, including bank participation agreements, production lending agreements and inter-party agreements. The practice group has particular expertise in structuring financial arrangements among producers, equity investors, mezzanine financiers, distributors and senior lenders. We also negotiate completion bond agreements and our firm represents a major bond company.

Sales and Distribution Agreements

We bring to the table particular expertise in negotiating agreements between sales agents and producer/financiers; and agreements between producers and distributors. Having represented the major players in the area, we are well suited to advise on international royalty arrangements and financial waterfalls.

Advertising and Promotion

We represent studios, producers and famous brands in commercial tie-in, product placement and publicity arrangements, including contests and web-based promotions.

Publishing, Podcasts, Licensing and Merchandising

We pride ourselves on helping clients develop strategies to build or exploit brand value. We advise on trademark registration programs and negotiate licensing agreements and merchandising agreements. We also work with authors on book publishing deals.

Theatrical

We help producers create structured investment vehicles and negotiate deals between rights holders and producers/financiers/distributors.

Music

We have decades of experience in negotiating and drafting various music industry labels, artist, licensing, publishing, songwriter and synch contracts and agreements; representing major record labels, major music publishers and performing rights organizations on digital and copyright issues; representing major record labels and music publishers on digital and copyright issues including the negotiating of domestic and international digital licenses; advising and otherwise representing clients in copyright termination matters and resultant contract renegotiations; negotiating music catalog acquisitions and archival agreements and licenses; representing recording artists and songwriters; and representing and advising entertainment companies as to collective rights licenses and related issues; assisting creators and producers with enforcement issues in the U.S. and abroad.

Entrepreneurs

We specialize in representing investors and entrepreneurs who are looking to invest in the entertainment sector by analyzing business plans and structuring deals. We provide tax advice in corporate transactions including the establishment of film funds, corporate formation and securities offerings.

Advocacy & Lobbying

MSK serves as a trusted public policy advocate on copyright protection, enforcement and related international trade matters. Our attorneys advocate before federal agencies, the U.S. Congress and numerous federal agencies, foreign governments, and in international fora for policies, laws and regulations that incentivize creativity both domestically and internationally seeking practical improvements for our creative industry clients in copyright and related laws and the lowering of market access barriers around the world.

  • International Intellectual Property Alliance (IIPA) – MSK attorneys serve as counsel (some have served for decades) for this coalition of five trade associations in the motion picture and television, music, book publishing and video game industries, representing over 3,200 U.S. companies who produce and distribute materials protected by copyright laws throughout the world. IIPA advocates with relevant trade sector federal agencies, Congress, and with foreign governments.
  • The work includes advocacy for copyright law improvements as well as corresponding enforcement mechanisms to ensure creators and producers can operate in foreign markets, as well as expertise in the laws of dozens of major (and minor) markets abroad. MSK attorneys counsel clients on strategies to make effective use of trade policy tools – trade preference programs and sanctions – and participate and advise clients in bilateral and multilateral trade negotiations, the “Special 301” annual review of the state of intellectual property protection and enforcement in U.S. trading partners, the National Trade Estimate report on trade barriers, and trade preference programs. MSK attorneys routinely provide clients with comparative analyses of U.S. and foreign copyright and related laws, including compliance with international norms and agreements such as the TRIPS Agreement, the WIPO Copyright Treaty (WCT) and WIPO Performances and Phonograms Treaty (WPPT).
  • Section 1201 of the Digital Millennium Copyright Act (DMCA) – MSK attorneys counsel a coalition of entertainment industry trade associations and the major trade association of the automobile industry in triennial rule-making proceedings conducted by the U.S. Copyright Office on temporary exemptions to the prohibition against circumvention of technical protection measures.

Spotlight

MSK has one of the oldest and most highly regarded entertainment transactional practices in the country and serves a global client base. Our attorneys, many with executive-level operational experience in the industry, represent clients in transactions involving the development, financing, production, and distribution of motion picture, television, streaming, home entertainment, music, video game, podcast, book publishing, and interactive entertainment projects. They understand first-hand the day-to-day operating challenges and the constantly evolving business models in all entertainment sectors, and therefore have an unparalleled expertise in taking a film to market, structuring a music licensing deal, and many other entertainment-related transactions. 

Cases

Cases

Music

  • Draft, negotiate, and review music producer agreements, publishing agreements, recording artist agreements, content licensing agreements, as well as merchandising, technology and software licensing agreements, and sponsorship and endorsement agreements for numerous clients in the music industry. 
  • Represent major, global music publishing company in multiple publishing catalog acquisitions.
  • Assists clients in obtaining rights to use music in audiovisual and/or music productions.

Video Games

  • Represented Take Two Interactive, one of the nation’s leading software publishers and owner of the Grand Theft Auto franchise, in connection with its cutting edge license to Universal Pictures of the motion picture and allied rights in its best-selling video game "Bioshock."
  • Represent major video game publishers and interactive media companies in connection with the license of the motion picture and customary allied rights in their video game properties to different studios for feature length motion pictures.
  • Draft, negotiate, and review technology, software, music, and other content licensing agreements; talent services agreements; option agreements; and merchandising, sponsorship, and endorsement agreements; publishing agreements; development agreements for clients in the video game industry.
  • Represent video game developer, publisher and distributor, including drafting and review of licensing, distribution and talent agreements and advising on intellectual property issues.
  • Represent video game developer in connection with licensing agreements.

Theater and Stage

  • Structured UK/US investment vehicle for producer of Broadway and London West End plays and reviewed offering memoranda.
  • Negotiated agreements between studio and theater producers for long-running and internationally successful musicals.

Multi-Disciplinary Entertainment

  • Represented Apple Corps. Ltd. in negotiations to develop a state-of-the-art “performance capture” remake of the 1968 psychedelic animated movie “Yellow Submarine.” In addition to negotiating rights for the film, conducted extensive and sophisticated negotiations involving a comprehensive array of additional ancillary rights, including theme park rights, stage play rights, music rights, television rights, interactive gaming rights, and merchandising rights, among other licensing arrangements.
  • Represented Take-Two Interactive Software, Inc. in complex, comprehensive and sophisticated negotiations in connection with its cutting-edge license to Universal Pictures of the motion picture and allied rights in the blockbuster video game "Bioshock®." In addition to the film, MSK negotiated a variety of ancillary rights, including theme park rights, television rights and a host of merchandising rights, in a number of complex and nuanced agreements.
  • Represented Michael Jackson in large scale motion picture development and promotional tour agreement.
  • Represented celebrity chefs in a variety of performance, appearance and licensing matters including Food Network television series, major U.S. television network series, endorsements, cookbooks and other publishing agreements and life story rights for a major motion picture.
  • Represent major video game publishers and interactive media companies in connection with the license of the motion picture and customary allied rights in their video game properties to different studios for feature length motion pictures.
  • Represented The Beatles in negotiations for the remake of "Yellow Submarine," one of the motion picture industry’s largest and most comprehensive rights deals.

Film and Television Finance

  • Represent both investors and producers in film investment transactions.
  • Ongoing representation of studio in connection with production insurance coverage claim against insurer regarding relocation of production costs.
  • Successfully represented motion picture financiers and investors in connection with a number of film financing disputes.
  • Structured $200 million per year investment in program funding for network to leverage the acquisition of programming with a total production value in excess of $1 billion.
  • On behalf of studios, investors, and banks, negotiated financing arrangements for high budget films.
  • Negotiated joint venture to establish new production/financing/distribution entity involving $150 million in funding.
  • Represent motion picture producer and financier, including drafting and negotiating development agreements.

Co-Production and Co-Finance

  • Negotiate major co-financing deal between existing media company and multiple film distributors to co-finance and co-market a slate of theatrical films.
  • Regularly handle single and multi-title co-financing deals on behalf of other film financiers and independent production companies.
  • Negotiated a major co-financing deal for PBS with BBC and BBC Worldwide.

Profit Participation in Motion Pictures and Television

  • Ongoing representation of studio in connection with disputes regarding contingent participation claims.
  • Represented prevailing party in AAA arbitration in contingent compensation dispute as to participation in particular lines of revenue.
  • Negotiated $5 million plus settlement of net profit claim against major studio.
  • Represented distributor in $3 million in audit claims from independent producer.
  • Successfully represented multiple insurers in motion picture disputes involving film financing transactions.

Development Agreements

  • On behalf of studio, negotiated profit pooling arrangement for group of A-level players.
  • Structured and negotiated sale of remake rights for movies in excess of $2.5 million.
  • Negotiated one of the largest talent agreements in the motion picture industry.
  • On behalf of studios, negotiate first look deals with major producers and directors.
  • Draft, negotiate, and review general and minor appearance releases, intellectual property licensing agreements, publishing agreements, synchronization and master use licenses, talent agreements, media licensing agreements, employment agreements, work for hire agreements, branded content agreements, sponsorship agreements, and non-disclosure agreements.
  • Advise on, draft, and review official rules, copy, and disclosures for sweepstakes, contests, and other promotions.
  • Represent motion picture producer and financier, including drafting and negotiating development agreements.

Acquisition and Distribution Agreements

  • Implemented U.S. channel’s joint venture with U.K. channel, involving co-production of hundreds of hours of television programming and the launch of three newly branded channels.
  • Represent major international distribution company on acquisitions of films with budgets over $100 million.
  • Commercial Tie-Ins and Product Placement
  • Negotiated agreement between Allied Domecq and Warner Bros. to tie in Kahlua with Catwoman.
  • Negotiated and structured international cross-promotional arrangements between soda brand and high-grossing feature film series.
  • Negotiated $10 million plus deal between manufacturer of home repair products and studio for use of character as spokesperson and symbol of brand.

Business Planning and Strategy

  • Advised entrepreneurs on proposed investment of $50 million in start-up film company.
  • Drafted business plans for television network regarding new media distribution strategy.
  • Drafted Business Plan for European rights aggregation and television production company seeking investors for specialty production unit.

Operations

  • Negotiated agreements with Oracle Corporation and other software companies for the development of innovative software, including fundraising software for PBS and its member stations, and fulfillment software for PBS Home Video and Learning Services.
  • Modernized and systemized methods of information retrieval regarding film rights in library.

Corporate Services

  • Negotiated first round of financing for high definition TV channels.
  • On behalf of financier, structured and negotiated agreement forming new independent film finance company, engaging well known producer team and acquiring product.

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