<B><i>Practice Notes:</b></i> DMX General Counsel

When Christopher S. Harrison first joined DMX Inc. in 2005 as vice president of business affairs, he says the new-employee paperwork required by the company was a good omen. He says he signed a waiver that he would not complain about offensive lyrics in the music playing in the office. “I knew I had made the right decision,” says Harrison, now general counsel of DMX, an Austin, TX-based music provider to retailers, restaurants, hotels and other businesses. “We have music, different kinds of music, playing in pretty much everybody's office all the time,” says Harrison, a fan of hip-hop and classic rock.

Harrison was a fourth-year associate handling trademark infringement cases in the Austin office of Fulbright & Jaworski when then-DMX GC Benjamin M. Hanson hired him in 2005. Hanson says he needed a lawyer with Harrison's litigation skills to complement his own background in corporate and securities law. Hanson is now senior vice president and general counsel with Austin-based Harden Healthcare Services. Harrison's “role and responsibilities [at DMX] grew over the next five years,” Hanson says.

Harrison has been GC of DMX since August 2008, when Hanson moved to Harden Healthcare. Harrison says DMX generates about $100 million in annual revenue and has 330 employees. Harrison and one other lawyer make up the company's in-house legal department.

Rate-Court Cases

Harrison has spent the bulk of his time since becoming GC preparing for two rate-court trials related to the rates DMX pays performing rights societies to license music from songwriters, composers and music publishers. The first of the two cases, Broadcast Music Inc. v. DMX Inc., 08 Civ. 216(LLS), was decided in an order filed July 26 by U.S. District Judge Louis L. Stanton of the Southern District of New York. Stanton's decision embraced an adjustable fee mechanism that allows DMX to collect a credit from BMI for BMI-licensed music that DMX provides its customers but licenses directly from publishing companies. So, if DMX uses 100 songs licensed by BMI but has direct licenses with 20 of the publishers, DMX pays the publishers of those 20 songs and pays BMI for the remaining 80, Harrison says. Also, DMX had negotiated licenses with 550 publishing companies prior to the trial and successfully argued that those license agreements should represent the market value for license agreements when determining the rates DMX pays BMI, Harrison says.

BMI has appealed the decision. Robbin Ahrold, a BMI spokesperson, says: “We are appealing the basis on which Judge Stanton rendered his decision, which was largely his looking at this relatively small number of direct licenses which were negotiated by DMX.” BMI's appeal brief is due on Dec. 20, after which DMX will have 120 days to respond, Harrison says. After DMX responds, arguments will be scheduled.

Harrison turned to R. Bruce Rich, a senior partner in the New York office of Weil, Gotshal & Manges, for help with the BMI case. Rich says Harrison is able to make hard calls and stand firm but is never rigid in his decision-making. “Deep down he is a warrior,” Rich says. “But, always at the end of the day, he is pragmatic.”

“In the BMI trial, Chris sat through every day of the [nine-day] trial, worked with us preparing every witness for direct and cross-examinations,” Rich says. “He reviewed our court submissions in draft form and was with us every step of the way.”

Rich also is assisting Harrison with a second rate-court proceeding, In Re: Application of THP Capstar Acquisition Corp. (Now Known as DMX Inc.), which was scheduled to begin Nov. 1 in the U.S. District Court for the Southern District of New York. Rich and Harrison say the second trial involves a rate disagreement with the American Society of Composers, Authors and Publishers. It is exactly the same issue as the BMI case, Harrison says.

Harrison did not always want to be a lawyer. He was working on a doctorate in political science at the University of North Carolina, Chapel Hill, with plans to become a university professor, when he began doing research in the school's law library for his dissertation on the international pharmaceutical industry. “I came to decide that I liked law more than I liked political science,” he says. In 2001, he obtained the Ph.D. in addition to a J.D. from the UNC School of Law, Chapel Hill.

When Christopher S. Harrison first joined DMX Inc. in 2005 as vice president of business affairs, he says the new-employee paperwork required by the company was a good omen. He says he signed a waiver that he would not complain about offensive lyrics in the music playing in the office. “I knew I had made the right decision,” says Harrison, now general counsel of DMX, an Austin, TX-based music provider to retailers, restaurants, hotels and other businesses. “We have music, different kinds of music, playing in pretty much everybody's office all the time,” says Harrison, a fan of hip-hop and classic rock.

Harrison was a fourth-year associate handling trademark infringement cases in the Austin office of Fulbright & Jaworski when then-DMX GC Benjamin M. Hanson hired him in 2005. Hanson says he needed a lawyer with Harrison's litigation skills to complement his own background in corporate and securities law. Hanson is now senior vice president and general counsel with Austin-based Harden Healthcare Services. Harrison's “role and responsibilities [at DMX] grew over the next five years,” Hanson says.

Harrison has been GC of DMX since August 2008, when Hanson moved to Harden Healthcare. Harrison says DMX generates about $100 million in annual revenue and has 330 employees. Harrison and one other lawyer make up the company's in-house legal department.

Rate-Court Cases

Harrison has spent the bulk of his time since becoming GC preparing for two rate-court trials related to the rates DMX pays performing rights societies to license music from songwriters, composers and music publishers. The first of the two cases, Broadcast Music Inc. v. DMX Inc., 08 Civ. 216(LLS), was decided in an order filed July 26 by U.S. District Judge Louis L. Stanton of the Southern District of New York. Stanton's decision embraced an adjustable fee mechanism that allows DMX to collect a credit from BMI for BMI-licensed music that DMX provides its customers but licenses directly from publishing companies. So, if DMX uses 100 songs licensed by BMI but has direct licenses with 20 of the publishers, DMX pays the publishers of those 20 songs and pays BMI for the remaining 80, Harrison says. Also, DMX had negotiated licenses with 550 publishing companies prior to the trial and successfully argued that those license agreements should represent the market value for license agreements when determining the rates DMX pays BMI, Harrison says.

BMI has appealed the decision. Robbin Ahrold, a BMI spokesperson, says: “We are appealing the basis on which Judge Stanton rendered his decision, which was largely his looking at this relatively small number of direct licenses which were negotiated by DMX.” BMI's appeal brief is due on Dec. 20, after which DMX will have 120 days to respond, Harrison says. After DMX responds, arguments will be scheduled.

Harrison turned to R. Bruce Rich, a senior partner in the New York office of Weil, Gotshal & Manges, for help with the BMI case. Rich says Harrison is able to make hard calls and stand firm but is never rigid in his decision-making. “Deep down he is a warrior,” Rich says. “But, always at the end of the day, he is pragmatic.”

“In the BMI trial, Chris sat through every day of the [nine-day] trial, worked with us preparing every witness for direct and cross-examinations,” Rich says. “He reviewed our court submissions in draft form and was with us every step of the way.”

Rich also is assisting Harrison with a second rate-court proceeding, In Re: Application of THP Capstar Acquisition Corp. (Now Known as DMX Inc.), which was scheduled to begin Nov. 1 in the U.S. District Court for the Southern District of New York. Rich and Harrison say the second trial involves a rate disagreement with the American Society of Composers, Authors and Publishers. It is exactly the same issue as the BMI case, Harrison says.

Harrison did not always want to be a lawyer. He was working on a doctorate in political science at the University of North Carolina, Chapel Hill, with plans to become a university professor, when he began doing research in the school's law library for his dissertation on the international pharmaceutical industry. “I came to decide that I liked law more than I liked political science,” he says. In 2001, he obtained the Ph.D. in addition to a J.D. from the UNC School of Law, Chapel Hill.