Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Corporate Mergers and the Transferability of Software Licenses
Anti-assignment clauses are typically inserted into license agreements to preclude the introduction of an unwanted third party into the parties' relationship, giving the licensor more control over its valuable property and with whom it ultimately does business. In certain instances, courts do not look favorably upon restraints to alienation of property, but in the intellectual property context, federal common law generally precludes the free assignability of intellectual property licenses without the permission of the licensor. Without such a policy, any license granted by a patent or copyright holder could potentially be assigned to the licensor's competitor or another party to whom the copyright or patent owner might be unwilling to license. In the context of software licenses, ordinarily a court will apply state law to contractual disputes, but federal law pre-empts state law concerning questions of copyright law or policy, which include the assignability of non-exclusive agreements.
An interesting question arises when a licensee's corporate status changes due to a merger, such that the assets of the former company automatically transfer to the new, surviving entity. How does a corporate merger and legal transfer of assets affect a license agreement's anti-assignment clause? Recently, the Sixth Circuit held that a software licensee's merger, which, by law, transferred its license rights to the surviving entity, violated the license's express anti-assignment clause, resulting in liability for copyright infringement.
This premium content is locked for Entertainment Law & Finance subscribers only
ENJOY UNLIMITED ACCESS TO THE SINGLE SOURCE OF OBJECTIVE LEGAL ANALYSIS, PRACTICAL INSIGHTS, AND NEWS IN ENTERTAINMENT LAW.
- Stay current on the latest information, rulings, regulations, and trends
- Includes practical, must-have information on copyrights, royalties, AI, and more
- Tap into expert guidance from top entertainment lawyers and experts
Already a have an account? Sign In Now Log In Now
For enterprise-wide or corporate acess, please contact Customer Service at [email protected] or 877-256-2473
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.
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
Warehouse Liability: Know Before You Stow!
As consumers continue to shift purchasing and consumption habits in the aftermath of the pandemic, manufacturers are increasingly reliant on third-party logistics and warehousing to ensure their products timely reach the market.