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The recent Viacom/CBS merger — into a combined entity valued at about $30 billion, brought out several legal heavyweights in the New York M&A world, with Paul, Weiss, Rifkind, Wharton & Garrison representing the special committee of CBS’s board of directors and Cravath, Swaine & Moore representing the special committee of Viacom’s board. Shearman and & Sterling advised Viacom and Cleary Gottlieb Steen & Hamilton advised National Amusements, the Redstone holding company that owned a controlling stake in both companies. The team for Paul Weiss included New York-based corporate partners Robert Schumer, Ariel Deckelbaum and Michael Vogel. Cravath deployed a team led by New York M&A partners Faiza Saeed, Damien Zoubek and Keith Hallam. The Shearman team was led by New York-based M&A partners Creighton Condon and Daniel Litowitz, tax partners Nathan Tasso and Michael Shulman, project development and finance partner Denise Grant, capital markets partners Stephen Giove, Lona Nallengara and Lisa Jacobs, and London-based antitrust partner James Weber. The Cleary team included M&A partners Christopher Austin and Paul Tiger; litigation partner Meredith Kotler; tax partner Meyer Fedida and tax counsel J.J. Gifford; trust and estates counsel Heide Ilgenfritz; capital markets counsel Andrea Basham and employee benefits partners Arthur Kohn and Mary Alcock. All are in New York. In addition, New York-based corporate partners Adel Aslani-Far and David Kurzweil of Latham & Watkins represented LionTree Advisors and Morgan Stanley, financial advisers to the Viacom board special committee. The CBS board committee looked to financial advisers Centerview Partners and Lazard Frères & Co., represented by corporate partners Eric Schiele and James Hu of Kirkland Ellis. Absent from the lineup of firms is Wachtell, Lipton, Rosen & Katz, longtime adviser to the CBS board. But Wachtell certainly hasn’t been absent from the legal turmoil over CBS’s fate. That turmoil reached a crescendo last year as Shari Redstone’s National Amusements and CBS battled over the direction of the company amid a power struggle between Redstone and then-CBS CEO Les Moonves — soon-to-be forced out under a cloud of sexual assault and harassment claims. Although the merged Viacom/CBS is still dwarfed in value by media companies such as Netflix, the combined entity will be one of the most viewed properties on television, with a 15% market share of prime-time viewership, just behind Comcast (which leads with 18%). … When Kennedy Barnes joined the Dallas, TX, firm White & Wiggins in March 2018, the strategic plan for the renamed White Wiggins & Barnes called for expansion of its practice in entertainment and international practices in Africa. Since Barnes joined, the firm added offices in New York and Johannesburg, South Africa, affiliated with a Nigerian firm and added a number of lawyers. The 26-year-old White & Wiggins is the oldest minority-owned civil practice firm in Texas, according to the firm. But in announcing Barnes’ August 2019 departure from the firm, both Barnes and White & Wiggins founder Kevin Wiggins admitted the integration had not proceeded as well as they expected with the firm’s Dallas practice. Barnes said he and several lawyers in the firm’s offices outside of Dallas would go their own way as of late August, though Wiggins said the departure will not end the firm’s foray into entertainment and Africa. Two of the firm’s lawyers — Nnamdi Anozie and Martha Melaku — have U.S. clients with African contacts, particularly in the entertainment sector, Wiggins added. … Participant Media, the Beverly Hills, CA-based production company that produced Green Book, Spotlight, RBG and several other critically acclaimed films, has promoted Jeannine Tang from senior vice president of business and legal affairs to general counsel. She had joined Participant in January 2018, following a three-year stint with The Weinstein Co., where she also served as senior vice president of business and legal affairs. Tang succeeds Gabriel Barkin, who was promoted earlier this year from general counsel to chief operating officer. In her initial role at Participant, Tang was part of a three-member team that oversaw the company’s film and television business and legal matters. She also handled the company’s television slate, finance and corporate matters, according to an earlier statement from Participant announcing her hiring. Tang began her career in 2002 as a development assistant at DreamWorks Animation, where she was involved in the development of the Shrek franchise, Kung Fu Panda and Shark Tale. In 2004, she joined Sony Pictures Animation. After obtaining her law degree from University of California Berkeley School of Law, Tang joined O’Melveny & Myers as an attorney in the firm’s entertainment and sports media group in Los Angeles, where she focused on complex copyright and film financing while representing investors, production companies, producers and film studios, according to Participant. … Sonar Entertainment Inc., an independent studio in California that produces shows for Hulu, Disney and AMC, has hired former Metro-Goldwyn-Mayer Studios Inc. executive and general counsel Scott Packman as its top lawyer. Packman oversaw MGM’s worldwide legal and business affairs and risk management for more than 14 years and had a hand in financing, mergers and acquisitions, and distribution efforts. At Sonar, Packman fills a newly created and expansive role as senior executive vice president, chief strategy officer, general counsel and head of business affairs, according to an announcement from the studio. Packman will serve as a key contact for Sonar’s senior management, third-party executives, agents and outside counsel while negotiating a wide range of agreements for license and talent deals, production service arrangements, content acquisition, rights management, and domestic and international distribution, among other things. Sonar is producing The Hunt for Amazon Prime Video and recently finished production for the third season of Mr. Mercedes for AT&T Audience Network. The Sonar also produced The Son for AMC and Das Boot for Hulu, both of which aired this year.
By Stan Soocher
That U.S. copyright-assignment termination issues are among the most complex in the copyright field becomes even more apparent when attempts to reclaim copyrights involve aspects of international law. Few courts have ruled, however, on the impact of international law on U.S. copyright-assignment terminations. The most recent to do so is the U.S. Court of Appeals for the Second Circuit in Ennio Morricone Music Inc. v. Bixio Music Group Ltd.
By James H.S. Levine and Douglas D. Herrmann
Some contract provisions will necessarily be customized for use in the particular agreement, while others will be boilerplate. But the intersection of those provisions in a merger agreement involving the acquisition of Cablevision Systems Corp 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.
By Brian R. Michalek
In the U.S. Supreme Court’s ruling in Iancu v. Brunetti, Justice Sonia Sotomayor’s dissent cautioned that the decision is likely to pave a path to a “coming rush to register [vulgar, profane, or obscene] trademarks.” The reasoning stems from the court’s majority finding that a portion of 15 U.S.C. §1052 — which had previously prohibited the registering of “immoral” or “scandalous” trademarks — is unconstitutional. Practically speaking, however, this “coming rush” will likely not be the case, even via the entertainment industry.
By Greg Land
The U.S. Court of Appeals for the Eleventh Circuit upheld the dismissal of a lawsuit claiming a Florida lawyer failed to follow through on a $75,000 deal to land the late mega-musician Prince for a 2012 gig.