Delaware Chancery Court Upholds Majority Stockholder Lock-up
In <i>Orman v. Cullman</i>, 2004 WL 2348395 (Del.Ch.), the Delaware Chancery Court's first decision interpreting the Delaware Supreme Court's controversial 2003 Omnicare decision (<i>Omnicare, Inc. v. NCS Healthcare, Inc.</i>, 818 A.2d 914 (Del. 2003)), the court upheld an 18-month lock-up agreement required by a buyer from a controlling stockholder. Noting that the public stockholders had retained full authority to veto the transaction, the board had negotiated an effective fiduciary out, and any interested third party was free to purchase the publicly owned shares of the target, the Chancery Court dismissed plaintiff's breach of fiduciary duty claim on summary judgment and ruled that the lock-up did not "impermissibly coerce" the public shareholders to approve the merger.
Insurance Issues for Touring Artists
Taking an artist's act on the road involves a variety of situations giving rise to potential liability distinct from those associated with general music business activity. Overland vehicle travel ' the norm for all but a handful of prominent national touring acts ' is only the most obvious example. The range of activities that take place in presenting a live show, even at the club level, offers a host of others. Thus, an artist's representative should ensure the following types of insurance policies are in place before a tour begins.
Federal Tax Reform Includes Traps For Deferred Compensation Deals
Last October, President Bush signed into law the American Jobs Creation Act of 2004. This 2004 Tax Act amended nearly 600 sections of the Internal Revenue Code (IRC), thereby making far-reaching changes to many areas of tax law. While the major focus of the 2004 Act was to provide tax relief for U.S. corporations repatriating earnings back to the United States, this new legislation also provided numerous revenue-raising provisions and tax cuts that affected corporate and individual taxpayers and special interest groups, from film producers to owners of sports teams.
Bit Parts
Recent developments in entertainment law.
Artist Liability for Audience Injuries
In today's concert scene, high-energy music is often accompanied by audience members who engage in such physical, and sometimes dangerous, activities as crowd surfing, moshing and stage diving. What happens when a member of the audience is injured as a result of such conduct by another concertgoer?
Business Entity for Touring
Regardless of which business form an artist selects to handle general music business matters, the touring artist should consider forming a separate business entity under which to conduct touring activities.
No Consensus on Custody Disputes
Legal issues abound in cases in which a couple, joined in a legal relationship through one state's law, then asks another state to intercede in a custody dispute. Not only are the first state's laws pitted against those of other states, but the interpretation and potential constitutionality of federal and state Defense of Marriage Acts (DOMAs) are called into question under the full faith and credit clause.
Recent Cases: Trends in Marriage Litigation
Two recent cases highlight trends in the same-sex marriage litigation: court splits within jurisdictions and the right of third party intervention in ongoing marriage litigation: <i>Seymour v. Holcomb</i>, and <i>Kerrigan v. Connecticut</i>, This article dissects the cases in detail.
