Complex Acquisition and Sale Transactions

Our firm provides services in connection with a broad range of transactional work in the music publishing and recording industry on behalf of independent and major music publishers and record labels, investment funds, songwriters, composers, recording artists, and music estates. In this capacity, we advise clients on complex transactions involving both sales and acquisitions of substantial music catalogs. Our services with respect to such transactions include advising prospective sellers and purchasers in connection with the valuation of music assets, preparing comprehensive prospective risk analyses and advising asset selling entities with respect to proactive strategies for mitigating any potential risk of loss that might negatively impact the value of their catalogs. We are highly regarded for our adeptness in negotiating and precision in drafting asset and stock purchase agreements and related documents in connection with large scale music transactions. We also advise clients purchasing significant music assets through the post-closing implementation of a transaction in order to ensure that title to newly acquired assets is properly registered, recorded and secured. This comprehensive approach to the acquisition and sale process maximizes the value that our clients derive from their music assets on both the selling and acquiring sides of a transaction.

Recent relevant transactions include representation of:

  • Reservoir Holdings as lead transaction and IP counsel in the acquisition of Tommy Boy Music
  • Sony Music Entertainment as IP counsel in the acquisition of a majority stake in Alamo Records
  • Influence x Music II as lead transaction and IP counsel in the acquisition of the compositions of singer-songwriter Julia Michaels
  • Primary Wave Music IP Fund 2 as lead transaction and IP counsel in the acquisition of a majority of Stevie Nicks' publishing catalog
  • Booker T. Jones in the sale of his compositions to Downtown Music Publishing
  • Tempo Music Investments as lead transaction and IP counsel in the acquisition of the compositions of songwriter and artist Wiz Khalifa
  • Primary Wave Music IP Fund 2 as lead transaction and IP counsel in the acquisition of the music publishing, master recording, trademarks, and other assets of Sun Records and its related entities
  • Tempo Music Investments as lead transaction and IP counsel in the acquisition of a stake in the compositions of the members of the band Florida Georgia Line
  • David Rose Music Publishing in the sale of the David Rose music publishing catalog to Primary Wave Music IP Fund 1
  • Reservoir Media Management as lead transaction and IP counsel in the acquisition of the music publishing catalog Shapiro Bernstein
  • Primary Wave Music IP Fund 2 as lead transaction and IP counsel in the acquisition of a stake in Whitney Houston's music publishing, master recording income stream, name, likeness, and brand from her Estate
  • Mojo Music & Media Group as lead transaction and IP counsel in the acquisition of Nashville based HoriPro Entertainment Group
  • Tempo Music Investments as lead transaction and IP counsel in the acquisition of as stake in the compositions and masters of the members of the band The Jonas Brothers
  • Billy Strayhorn Songs in the sale of a co-publishing interest in the Billy Strayhorn catalog to Reservoir Media Management
  • The estate of Vernon Duke in the sale of publishing rights in the Vernon Duke catalog to Music Sales Company
  • Primary Wave Music IP Fund 2 as lead transaction and IP counsel in the acquisition of a stake in the music publishing and master income stream of Boy George and other members of the band Culture Club
  • Tempo Music Investments as lead transaction and IP counsel in the acquisition of the compositions of songwriter Phil Lawrence
  • Carlin Music and related entities as lead IP counsel in the sale of assets and shares to Round Hill Music, LLC
  • Primary Wave Music IP Fund 1 as lead transaction and IP counsel in the acquisition of rights in the Blue Mountain Music and Blackwell Fuller Music Publishing music catalogs, including the compositions of songwriter and performer Bob Marley
  • Songwriter Nicky Chinn ("Mickey" and "Ballroom Blitz") in the sale of his music publishing catalog to Primary Wave Music IP Fund 2
  • The children of songwriter Lee Hazlewood ("These Boots Are Made for Walking") in the sale of music publishing rights to Universal Music
  • Sony/ATV Music Publishing and Primary Wave Music IP Fund 1 as lead transaction and IP counsel in the joint acquisition of the compositions of songwriter and performer Smokey Robinson
  • BMG Rights Management as lead transaction and IP counsel in the acquisition of the compositions and artist royalties of songwriter and performer Buddy Holly
  • The heirs of Anthony Newley ("Willy Wonka" and "Stop the World") in the negotiation of an administration agreement with Downtown Music Publishing
Copyright Due Diligence

We are highly regarded in the industry for our work in connection with in-depth copyright due diligence on behalf of both corporate and individual clients. In this regard, we analyze historical, current and future ownership interests, taking into consideration the application of all relevant copyright laws, the scope of all applicable agreements and assignments, and information relating to all past and current stakeholders. As part of our review, we identify any inherent risks in the contemplated transactions (including the potential for future loss of rights by reason of the application of the termination of transfer provisions of the U.S. Copyright Act, foreign reversionary laws, and contractual restrictions), assess our clients’ potential vulnerability to competing claims and advise our clients on strategies to mitigate any identified risks.

Termination of Transfers and Recapture of Copyrights

The termination provisions of the U.S. Copyright Act afford songwriters, composers, artists and other authors the opportunity to terminate grants of rights in their works, even if those grants were made in perpetuity.  However, the termination provisions are both complicated and time sensitive, and if notice of termination is not served in a timely and proper manner this opportunity may be lost forever. Our attorneys are highly regarded for their expertise in conducting in-depth copyright termination analyses for songwriters, composers, recording artists, authors, and music publishers. Our experience extends to both the termination of pre-1978 grants in accordance with Section 304(c) of the U.S. Copyright Act (the “56 Year Termination Right”), and the termination of grants made by the author on or after January 1, 1978 pursuant to Section 203 of the U.S. Copyright Act (the “35 Year Termination Right”).  We have assisted countless songwriters and artists in the recapture of their compositions and masters, and frequently prepare comprehensive copyright due diligence reports for music publishers which highlight the implications of the termination provisions on the value of potential transactions. For an in-depth overview of the termination of transfer provisions under the U.S. Copyright Act please refer to our guide provided in the Music Copyright section of this site.