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M&R serves the entertainment industry. We represent distributors, banks, funds, investors, talent, creatives, producers, record labels, music publishers and digital media ventures, among others, helping them to navigate the content, finance and global distribution ecosystem. With established offices in entertainment hubs – Los Angeles and New York City – M&R knows that there’s no business like show business.

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Areas Of Expertise

Transactions

  • Due Diligence: Conducted and supervised entertainment due diligence on two of the largest acquisitions in the history of the motion picture industry. Due diligence review involved chain-of-title for film properties, agreements with prominent film production companies and complex licenses with home video, cable and VOD distributors.
  • Acquisitions – Music Publishing Catalog  Conducted, negotiated and closed the sale of music publishing catalog written by a leading pop songwriter for a price well above current 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.

  • Corporate Reorganization: Managed all legal aspects of the consolidation and reorganization of multiple related partnerships, limited liability companies and corporations into one of the largest independent music companies in the world. 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 the investors in the 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.

  • Acquisitions: Represented longtime client, MediaLink, a leading strategic business advisory and development company, in it's $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.

  • Fintech: Represented Nashville-based Pinnacle Bank in its joint venture with Artist Growth, an emerging software-as-a-service provider, to create a tour lending platform which will be available to Artist Growth’s user base of touring musical acts. The tour lending facility – which may result in over $200 million in loans – is unique in the music industry. 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.

  • Acquisitions – Production Music Company: 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.

  • Acquisitions: 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 that will govern the company going forward.

  • Intellectual Property: Managed end-to-end IP aspects of corporate-wide rebranding effort for large entertainment company client.

  • Intellectual Property: Represented various news, comedy and cooking brands owned by a major media and Internet company with respect to general corporate, licensing, and IP transactions.

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

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

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

  • Acquisitions – Recorded Music Assets: 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.

  • Acquisitions – Music Publishing Catalog: 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.

  • Acquisitions – Music Publishing Company: 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.

  • Joint Venture: 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 the joint venture agreements and preparing various ancillary services, employment, administration and publishing agreements.

  • Acquisitions - Record Label: 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.

  • Due Diligence: Managed and conducted legal due diligence on 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.), and analyzing the effect of the potential exercise of termination rights by authors.

  • Private Equity: 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.

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

  • Distribution: Negotiated digital distribution and licensing agreements between a well-known digital media music company negotiate and various hostile major label record companies and music publishers.


Litigation

  • Class Action: 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.

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

  • Investors Litigation: A media company raised money to finance a slate of movies over the course of five years. The movies were released and performed poorly. The investors sued, alleging fraud and lack of disclosure, among other allegations. Plaintiffs alleged $2 billion in damages. The lawsuit had various disputes in England, New York, Pennsylvania and California. We represented the defense and, after lengthy litigation against multiple law firms, obtained a defense dismissal, terminating the case.

  • Pre-litigation Negotiations: Our client, a major hard rock act, was negotiating with a distributor for a repackage release in Europe, but encountered problems when the distributor cited seven unauthorized third-party bootleg concert DVDs on Amazon’s German website. The client’s entertainment counsel attempted (via the Amazon “take-down” procedures) to have the infringing product removed but was unsuccessful, so they engaged M&R. We wrote a strong demand letter and followed it up with email correspondence. Amazon then took down the product. This result (accomplished within less than a week) ensured the client could move forward with the planned new release, while enjoying reduced fallout from unauthorized third-party product sales.

  • False Advertising and Deceptive Trade Practices: Successfully defended Thrive Records LLC against claims of false advertising, false designation of origin and deceptive trade practices alleged by Payday Records, Inc. Payday and Ultra Records, Inc. brought the suit under federal and New York state laws, disputing Thrive's longstanding practice of identifying recording artists and remixers whose work is included on cover packaging of dance music compilation albums.

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

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

  • Trademark Infringement: Represented the National Football League Properties, LLP and a local National Football League franchise in multiple trademark infringement and false designation of origin matters against defendants in connection with their unlicensed use of trademarks and sale of merchandise. Through the rapid initiation and prosecution of legal proceedings, clients achieved favorable monetary settlements and consent decrees prohibiting similar future conduct by defendant.

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

  • Trademark Registration: The Trademark Trial and Appeal Board granted a petition filed by M&R on behalf a major movie studio to cancel registration for a mark in the name of another party. The registrant failed to present any evidence or arguments in support of the validity of her registration, while we collected evidence that registrant had never used the mark, relying on false specimen to obtain registration. Registrant’s arguments were rejected, and her procedurally impossible plea to amend her registration to an “intent to use” basis failed, resulting in a total win for M&R’s client.

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