The Trouble with Constructive Trusts
The equitable remedy of constructive trust is employed when "property has been acquired in such circumstances that the holder of the legal title may not in good conscience retain the beneficial interest," and therefore equity converts him into a trustee. <i>In re Koreag, Controle et Revision S.A.</i>, 961 F.2d 341, 353 (2d Cir. 1992). This legal theory arises in bankruptcy cases when a non-debtor party with a pre-petition contract, which ostensibly grants such party an ownership interest in funds or which establishes an agency relationship with a debtor, seeks, in the bankruptcy case, to assert its ownership rights to the funds held by the debtor.
The Costly Road
The voluntary winding-up (<i>liquidation volontaire</i>) of a corporation is one of the many, though expensive, options available to shareholders wishing to withdraw from a corporation facing financial difficulties. Other options include the sale of their stake or of the corporation itself, possibly following a restructuring. The corporation may be sold as a whole or, where these exist, through the divestment of one or more branches of activity. The transaction may then be effected through various share deals for the different subsidiaries, or through the sale of assets, subsequent to which the corporation will still have to be wound up. A lease of business (<i>location g'rance</i>) followed by the sale of the business may also be an option.
In Search of the Holy Grail
Where, as is generally the case, stock of a bankrupt company changes hands upon emergence, the company may undergo an "ownership change" and the use of its net operating losses (NOLs) may be subject to limitation under Section 382 of the Internal Revenue Code (Code). This article discusses the loss limitation rules, in general, and one of the special rules under Section 382 of the Code that applies to bankrupt companies, specifically.
Political Action Committee Takes On Hollywood
Next to Metro-Goldwyn-Mayer's roaring lion, they're like squeaking mice. <br>But despite their obvious handicap, a group of Internet wizards intends to take on Hollywood in the political realm. Two months ago, they set up a political action committee ' the Intellectual Property Action Committee (IPac) ' to champion less restrictive copyright protection rules for digital content.
Courthouse Steps
Recently filed cases in entertainment law, straight from the steps of the Los Angeles Superior Court.
Counsel Concerns
Issues in serving as a lawyer in the entertainment industry. This month:<br>A federal district court in Manhattan sanctioned a lawyer and his client for pursuing in bad faith claims against the company that holds the rights to the work of Edgar Rice Burroughs, the creator of Tarzan.
Bit Parts
Recent developments in entertainment law.
9th Circuit's Acceptance of 'Melodic Reduction' May Change Music Infringement Litigation
In recent years, courts have frequently dismissed music copyright infringement cases at the summary judgment stage, finding that the plaintiff failed to raise a triable issue of fact concerning the claimed similarity between the allegedly infringed and infringing songs. In a number of cases, the court found the opinion of similarity offered by the plaintiff's expert musicologist ' usually a music professor or otherwise credentialed music scholar ' to be legally deficient or otherwise irrelevant to the applicable legal standards. <br>However, a decision earlier this year from Ninth Circuit appears to have expanded the net of music copyright infringement cases that may survive summary judgment. In <i>Swirsky v. Carey</i>, the court found that a type of expert musicological analysis, commonly called "melodic reduction," can raise a triable issue of fact concerning similarity. This article will explain melodic reduction and the problems that the <i>Swirsky</i> decision and melodic reduction may pose for defendants in music copyright infringement cases.
