Music & Entertainment

EXPLORE

TELEPHONE NUMBER
212-730-7700
EMAIL ADDRESS
mposter@mrllp.com

Overview

M&R serves the music & entertainment industries. We represent distributors, banks, funds, investors, talent, creatives, producers, record labels, music publishers and digital media ventures, among others, helping them navigate the content, finance, acquisition and global distribution ecosystems.

Working out of Los Angeles and New York City—entertainment hubs—our music & entertainment attorneys bridge the gap between show business, on the one hand, and corporate, private equity, finance and M&A transactions, on the other. More particularly, we’ve become the go-to law firm for industry players riding the wave of music publishing catalog acquisitions making news over the past couple of years, having provided counsel to participants in some of the most significant catalog transactions on record.

By virtue of the way we’ve moved the needle in both the music & entertainment spaces, Billboard has named one of our attorneys a Top Music Lawyer for four years running and The Hollywood Reporter designated him a Power Lawyer in 2021. Our music & entertainment client base enthusiastically places us in those categories as well.

Areas of Expertise

Digital and Traditional Content Distribution & Licensing
Endorsements, Promotions and Branded Entertainment
Film & Television Finance
Intellectual Property
Lending & Debt Finance
Litigation & Dispute Resolution
M&A, Joint Ventures & Other Corporate Transactions
Music Catalog Sales & Acquisitions
Music, Film, Television & Gaming Production
Private Equity Transactions
Talent, Literary & Music Publishing Agreements

Representative Matters

Represented longtime client, MediaLink, a leading strategic business advisory and development company, in its $207M sale to UK-based Ascential plc, an international business-to-business media firm that informs and connects business professionals in more than 150 countries through market-leading exhibitions and festivals and information services.

Represented a large private equity-backed music publisher in the acquisition of a well-known production music company (including libraries of over 100,000 compositions and master recordings). The transaction involved extensive and complex deal structuring and the negotiation of an executive employment agreement for the selling company’s founder.

Served as music counsel in connection with Lyric Capital’s $300+ million buyout of Spirit Music Group. The transaction involved drafting music and copyright language for the offering materials, acquisition documents, and management agreements governing the company going forward.

Advised a well-known production music company in connection with the sale of the business to various potential buyers.

Represented a major record company in the acquisition of all of the recorded music assets of an independent hip-hop label, including in-depth due diligence on the seller’s music rights assets.

Represented a well-known music industry executive in connection with the acquisition of a prominent foreign music-publishing catalog. The transaction involved coordinating due diligence reviews with local counsel and the preparation of equity and debt financing documents.

Represented a private equity-backed music fund in the acquisition of a soundtrack-focused record label. Transaction included a full due diligence review on the label, including its primary rights-in and rights-out agreements.

Represented a private equity fund in the acquisition of all assets of an independent music publishing company, including negotiation of all transaction documents and extensive due diligence on the target company and their music assets.

Conducted, negotiated and closed the sale of a music publishing catalog written by a leading pop songwriter for a price well above market norms. The transaction involved handling negotiation of all business and legal issues, drafting all transaction documents, and management of due diligence process, all of which delivered tremendous value to the client.

Represented a lender in connection with multiple asset-backed financing transactions involving music copyright royalties. This included negotiation and drafting of secured financing documents, as well as in-depth due diligence reviews of the borrowers’ music rights and corporate structures.

Filed a putative class action on behalf of musician and songwriter David Lowery of the bands Cracker and Camper Van Beethoven. The lawsuit, which garnered tremendous media attention, sought $200M in damages against digital music service, Rhapsody International, Inc., for knowingly, willingly and unlawfully reproducing and distributing copyrighted compositions without obtaining mechanical licenses. The case ultimately settled for millions of dollars (including restitution) and a drastic change in Rhapsody’s business practices.

Represented motion picture producers and financiers regarding alleged copyright infringement by street muralists in Argentina—an action originally filed in Illinois and successfully moved to U.S. District Court for the Central District of California pursuant to a motion to transfer.

Successfully defended Thrive Records LLC against claims of false advertising, false designation of origin and deceptive trade practices alleged by Payday Records, Inc. among others. The case, which was based upon federal and New York state laws, disputed Thrive’s longstanding practice of identifying recording artists and remixers whose work was included on cover packaging of dance music compilation albums.

Secured nationwide temporary restraining order and permanent injunction against counterfeiters on behalf of major recording artist; participated in seizure of counterfeit goods.

Successfully represented a media company that had raised money to finance a slate of motion pictures over the course of five years. After the movies were released and performed poorly, investors sued our client for $2 billion in damages, alleging fraud and lack of disclosure, among other things. Obtained a defense dismissal and termination of the case, which involved separate disputes in England, New York, Pennsylvania and California.

Represented producer and financiers of Academy Award ™-winning film in an action alleging misappropriation of name and likeness by subject of a magazine article. The case, which was originally filed in New Jersey federal court, was transferred to Los Angeles pursuant to a successful motion to transfer and then dismissed in its entirety after prevailing on an anti-SLAPP motion. Successfully defended the subsequent appeal of the case to the Ninth Circuit (and ultimately to the U.S. Supreme Court, which denied certiorari).

Successfully defended a major motion picture studio in a $20 million profit participation and fraud action filed by the co-creator of a television series and obtained a $1.5 million award of attorneys’ fees and costs.

A founder of one of the largest media companies in its space was under attack from shareholders seeking to take control. In a strategy designed to retain our client’s control or force a lucrative buyout, we filed a lawsuit that was favorably resolved with an approximate 40% premium over the value of the founder’s shares.

Secured nationwide temporary restraining order and permanent injunction against counterfeiters on behalf of major recording artist; participated in seizure of counterfeit goods.

Successfully represented a major movie studio before the Trademark Trial and Appeal Board, which granted our petition to cancel registration of a mark in the name of another party.

Successfully represented a major social gaming company in litigation against a large competitor, alleging claims of trade secret misappropriation and employee raiding.

Represented writer of Tony Award ™-nominated musical against co-writer and producer in case alleging breach of oral agreement, negligent misrepresentation, fraud, and declaratory relief. After a 10-day trial in Los Angeles Superior Court, jury rendered defense verdict against client, but court granted requested declaratory relief, resulting in settlement between the parties regarding credit participation and allocation of profits.

Managed all legal aspects of the consolidation and reorganization of multiple related partnerships, limited liability companies and corporations into one of the world’s largest independent music companies. This included advising on the structuring of the transactions in coordination with tax counsel and the company’s accountants, as well as drafting an information statement to investors in related companies to obtain their consent and solicit $100 million in additional investment in the consolidated entity. In addition, our attorneys handled the company’s agreements with its senior management and advised on equity incentive arrangements following the consolidation.

Drafted and negotiated a 13-episode home video distribution agreement for startup digital animation content provider.

Conducted and supervised entertainment due diligence in connection with two of the largest acquisitions in the history of the motion picture industry. Due diligence review involved chain-of-title for film properties, analysis of agreements with prominent film production companies, and examination of complex licenses with home video, cable and VOD distributors.

Conducted and supervised due diligence in connection with multiple prominent music publishing catalogs on behalf of a client engaged in a roll-up strategy. Due diligence focused on both rights-in documents (e.g., songwriter agreements, co-publishing agreements, licenses and acquisitions) as well as rights-out documents (e.g., sub-publishing agreements, administration agreements, digital licenses, etc.). Also analyzed the effect of the potential exercise of termination rights by authors.

Represented film producers and production companies in securing film rights and drafted associated financing, production and distribution agreements.

Represented Nashville-based Pinnacle Bank in its joint venture with Artist Growth, a software-as-a-service provider, to create a unique tour lending platform available to Artist Growth’s user base of touring musical acts. The transaction involved addressing not only business and legal issues among the parties, but navigating complex regulatory issues related to banking, privacy, data security and more.

Managed end-to-end IP aspects of a corporate-wide rebranding effort on behalf of a large entertainment company.

Represented news, comedy and cooking brands owned by a major media and internet company with respect to general corporate, licensing and IP transactions.

Represented a large independent music company in connection with a cross-border joint venture with a prominent UK publisher of musical theater works. The transaction involved extensive tax structuring, negotiating joint venture agreements, and preparing various ancillary services, employment, administration and publishing agreements.

Represented a bank lender in connection with a $30 million syndicated secured credit facility with a rapidly expanding independent music publishing company.

Represented globally-recognized music photographer and production company in connection with mobile phone music and video sponsorship integration concept.

Represented the lead investor in a film music-oriented private equity fund. The transaction involved drafting and negotiating all formation and funding documents, side letters, executive employment agreements and transaction structuring.

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