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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.
By Stan Soocher
Disputes over film financing agreements are common, but there are few court decisions that address film financing dustups involving §10(b) of the federal Securities Exchange Act. Now the U.S. District Court for the Middle District of Florida has issued a ruling that addresses the pleading requirements for alleging a §10(b) violation, in litigation between an investor and a film production company.
By Michael S. Poster
The purpose of a Weinstein clause is to provide assurance that the target company (including its officers and executives) is not a hotbed of sexual harassment or a ticking time bomb of claims waiting to explode. This article on drafting and negotiating Weinstein clauses should help entertainment and media deal teams balance these risks.
By Scott Graham
There was much harmony along with a few discordant notes as an en banc panel of the U.S. Court of Appeals for the Ninth Circuit took up the copyright case involving Led Zeppelin’s “Stairway to Heaven.”
By Michael F. Snyder
The ownership of intellectual property rights can be at the core of legal disputes involving pop culture icons. Considering the goodwill, effort and money spent in building a brand, character or commercial impression, it is not surprising that parties to intellectual property agreements find themselves revisiting their arrangements over time. That is what is happening in two recent federal lawsuits, one in New York involving a beloved figure in Philadelphia sports and the other in California focused on the Old Spice cologne commercial jingle.