Complex Acquisition and Sale Transactions

Our firm provides services in connection with a broad range of transactional work in the music publishing industry on behalf of independent and major music publishers and their equity partners. 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:

  • 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
  • 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
  • Primary Wave Music IP Fund 1 as lead transaction and IP counsel in the acquisition of the compositions and artist royalties of songwriter and performer Glenn Gould
Individual Representation

Our individual clients include a significant number of prominent songwriters, composers, recording artists and music estates. We consult and advise in virtually all genres of music including pop, rock, jazz, blues, musical theater, classical and opera. We counsel our individual clients on a wide variety of matters, including the administration and licensing of their works in traditional media and the ever-evolving digital arena, and represent their interests in the negotiating, drafting and closing of an array of deals ranging from music publishing, administration and foreign subpublishing agreements to recording and distribution agreements.

Recent matters include representation of:

  • Booker T. Jones in the sale of his compositions to Downtown Music Publishing
  • David Rose Music Publishing in the sale of the David Rose music publishing catalogue to Primary Wave Music IP Fund 1
  • 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 catalogue to Music Sales Company
  • Songwriter Nicky Chinn (“Mickey” and “Ballroom Blitz”) in the negotiation of an administration agreement with Downtown Music Publishing
  • The children of songwriter Lee Hazlewood (“These Boots Are Made for Walking”) in the sale of music publishing rights to Universal Music
  • The heirs of Anthony Newley (“Willy Wonka” and “Stop the World”) in the negotiation 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.