LJN Newsletters

The U.S. District Court for the Southern District of New York decided that a co-publishing agreement between two companies that the 'mysterious and extravagantly garbed street performer' Louis 'Moondog' Hardin signed in assent didn't convey the renewal rights in Hardin's songs.

The Section 115 Reform Act of 2006 (SIRA), H.R. 5553, proposes an entirely new structure for the way digital rights will be licensed and online royalties will be collected. The proposed federal legislation to revise Sec. 115 of the Copyright Act may in fact turn out to be the landmark Internet blanket-licensing legislation some claim that it will be. Major record labels, large on-demand streaming services such as AOL Music, Napster and MusicNet, and cellphone companies such as Verizon, believe that the centralized clearance system that SIRA would create streamlines their business model.
However, those who represent songwriters as well as large independent publishers and copyright administrators should be concerned that the bill currently pending in the House of Representatives is flawed in several significant ways, and requires substantial amendment in order to better protect the interests of music creators and rights owners.

When faced with the threat of a crippling injunction, many businesses would rather pay for a patent license than spend millions litigating an uncertain result. This simple principle lies at the heart of what has been called the 'licensing-by-litigation' model, and has led to numerous battles over patent rights.

This report illustrates the high level of revenue uncertainty that attends suits involving fee disputes.

following excerpts provide useful additional information on the Tax Increase Prevention and Reconciliation Act of 2005, signed into law on May 17, 2006.

Compared with the significant tax legislation of the prior several years, both 2005 and 2006 (to date) have been relatively quiet in terms of legislative changes impacting taxpayers generally ' and law firms and attorneys in particular.

Jane Austen observed, in Sense and Sensibility, that 'people always live forever when there is an annuity to be paid them.' Increasingly, private employers with defined benefit (DB) pension plans that are designed to distribute benefits as annuities are adopting Ms. Austen's view.

In ABRY Partners V, L.P. v. F&W Acquisition LLC, et al., Vice Chancellor Strine of the Delaware Court of Chancery addressed the circumstances in which a seller may contractually insulate itself in a purchase agreement from claims by the buyer for rescission and post-closing damages due to intentional misrepresentations concerning the business or assets being sold. The court held that 'when a seller intentionally misrepresents a fact embodied in a contract ' that is, when a seller lies,' Delaware public policy compels Delaware courts to disregard provisions of a contract that purport to eliminate certain remedies, including the remedy of rescission.
This article examines Vice Chancellor Strine's decision in ABRY and highlights some of its implications for buyers and sellers in M&A transactions.