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When Boilerplate, Customized Clauses Collide in Media Merger Deals
All agreements rely on a mix of provisions to achieve the contracting parties' objectives. Some of these provisions will necessarily be customized for use in the particular agreement, while others will be boilerplate-stock, uncustomized language usually reserved for more routine aspects of the contract, such as integration and construction clauses and disclaimers of third-party beneficiaries. But the intersection of those provisions in a merger agreement involving the acquisition of Cablevision Systems Corp., one of the largest U.S.-based cable operators, led to a serious dispute — and cautionary tale for the merger-laden entertainment and media industries — about interpretation of the agreement, requiring a Delaware court to determine the impact of potentially conflicting language.
In the recent court ruling, Dolan v. Altice USA Inc., 2018-0651, the Delaware Court of Chancery confronted this issue and concluded that a boilerplate third-party beneficiary disclaimer did not necessarily eliminate obligations to third parties when they may be the only parties capable of enforcing a substantive, customized provision.
Multinational telecom company Altice acquired Cablevision in 2016. Cablevision was founded by members of the Dolan family, who remained the company's largest stockholders until its sale to Altice.
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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 Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.