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Changing Channels: Television Programming Issues In Negotiating Acquisition Deals
M & A transactions in the television business can take many forms ' from a large-scale merger such as that recently proposed between Comcast and Disney to the acquisition of a cable TV channel or small local UHF broadcast station. In some cases, even the acquisition of a large and significant sports rights package can be viewed as rising to the level and complexity of an M&A transaction. What is seen on the screen is a function of the rights obtained by broadcasters. Not surprisingly, given the complexities of such transactions, unusual rights situations arise. Following are some that I have encountered in many years of doing deals in the TV business.
The Perpetual Time Block
Large vertically integrated Big Media Company A was acquiring fully-distributed general audience Cable Channel B. The transaction had many interesting corporate angles, but from a rights point of view, the owners of the channel had, only a few years earlier, entered into what they considered to be an “iron-clad” 20-year agreement with a not-for-profit organization. The 20-year agreement had an automatic 20-year renewal at the option of the organization. The agreement thus gave the organization the right to program a block of prime time with a show produced by the organization for 40 years, which in the TV world is eternity. The acquisition was completed as the cable channel was quite valuable to the buyer even with the perpetual time block.
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?