Manatt, Phelps & Phillips, LLP

Entertainment

A Multitalented Player in Entertainment
Few industries rival entertainment in the diversity of its products (film, theater, Internet, broadcast and cable television, recorded music, concerts, books and video games) and players (recording artists, actors, television and radio personalities, producers, directors, writers, and agents). Manatt entertainment attorneys work with the full spectrum of entertainment industry participants and represent the interests of all the key business and creative players. Just one look at our client roster illustrates the sheer range and depth of our entertainment transactional practices.

• Film and multimedia clients include 19 Entertainment, AT&T, DreamWorks, DIC Entertainment, Endemol, Lionsgate, Sony Pictures Entertainment, Lycos Europe, Mark Burnett Productions, Music Sales Corporation, The Tornante Company (Michael Eisner’s company), and Time Warner.
• Broadcast and cable clients include CBS, Act III Entertainment, British Telecom, Twentieth Century Fox Television, Canal Plus, Granada Television, Sky Italia, Turner Broadcasting System, and WOWOW.
• Music industry clients include BMG Music, RCA Records, Warner/Chappell Music, and concert promoters such as Ticketmaster. In addition, we work with past and present recording artists like Burt Bacharach, Eagles, the Estate of Bob Marley, Huey Lewis & the News, Kenny Loggins, Barbra Streisand, Brian Wilson, and Neil Young.
• Merchandising and licensing clients include major toy manufacturers such as Mattel and Fisher-Price, and video game producers such as Activision Blizzard, Inc., on their entertainment-related projects.

A Practice with Staying Power—From Vacuum Tube to YouTube
When Lee Phillips merged his thriving entertainment law practice with Manatt, Phelps in 1977, the industry landscape was a lot easier to navigate. Recording artists made records and toured, TV shows primarily aired on one of the big-three networks, and movies had long runs in theaters before being edited for TV. In the years that followed, Manatt’s entertainment practice thrived as TV networks fractured into hundreds of cable channels, CD sales exploded, and home video cashed in on healthy new revenue streams. Then along came the Internet.

Today the entertainment and media industries face unprecedented challenges in an era of rapid technological advances. With the simple click of a mouse, the Internet and file sharing have opened a Pandora’s Box of issues ranging from intellectual property rights to copyright laws and the right to ownership. Web 2.0 sites such as YouTube, as well as new online media ventures and social media, blur established lines, threatening to undermine the value attached to talent and creative works.

An A-List Performer for Contracts and Deals
The deals that fuel Hollywood are as legendary as the town’s brightest stars. For industry heavyweights, Manatt is the go-to firm to structure contracts and leverage entertainment properties. We know the industry players, often on a first-name basis, and have had a hand in many of the entertainment industry’s biggest—as well as behind-the-scenes—contracts and deals. Manatt’s entertainment practice handles talent and executive employment agreements, union and guild contracts, rights acquisitions and sales, as well as finance, syndication, production, and distribution agreements. Our attorneys are also knowledgeable on the raising of debt and equity capital from private and public sources to fund major studio and independent projects.

Trusted Counsel to the Stars
Movie stars, TV stars, and recording artists enjoy revenue streams rivaling many large corporations—but without the protections many corporations enjoy. Manatt acts as the equivalent of in-house general counsel to many of the biggest marquee names in the industry. We make sure acting, writing, directing, and producing talent receive every possible source of revenue from their endeavors, including new media and international distribution. And our lawyers have helped established recording artists who are free of label contracts to leverage revenue from their catalogs and set up profitable independent tours, as well as helping artists on major record labels manage all of the revenue streams from megatours. Manatt also calls upon its deep resources in insurance, real estate, IP, and advertising to counsel clients on personal, as well as professional, business ventures.

A Leader in Branded and Integrated Entertainment
The successful alignment between an entertainment-based vehicle and a brand requires a match between the entertainment experience and a brand’s attributes, as well as a formalized business partnership that maximizes value and return on investment. And while it can do wonders for promoting a brand and generating additional entertainment revenue, it also raises a host of new questions regarding ownership of intellectual property, financing, apportioning of liability, and creative control. Manatt is the first law firm to have a practice devoted to sourcing, negotiating, and managing branded content deals for feature films, television, new media, music, and video games. Our lawyers represent the interests of all key business and creative players in structuring innovative brand integration and activation arrangements.

Unmatched Litigation Counsel and Proven Track Record
It’s no secret that the entertainment business can be tough—and in that kind of environment, disputes will often arise. With entertainment litigation teams in Los Angeles, New York, and San Francisco, the sheer breadth of Manatt’s full-service litigation capabilities is unmatched. We complement in-depth knowledge of industry deals and transactions with solid expertise and a proven record in entertainment and media litigation. It’s a multidisciplinary practice that encompasses television, radio, motion pictures, music, art, and advertising. From high-profile disputes over copyright infringement and breach of contract to right of publicity matters, trademark claims, false advertising consumer class actions, and Digital Millennium Copyright Act claims, clients can be confident of Manatt’s counsel—because chances are we’ve already handled a case like theirs.

Entertainment Practice in Action
Recent experience include the firm’s representation of:

• Alliance Films, one of the top five international independent film entertainment companies in the world, in the renewal of a long-standing distribution partnership with Miramax Films, a leading independent film motion picture distribution and production company. The deal gives Alliance distribution rights in Canada for the entire Miramax Library, a collection of over 700 motion pictures, in addition to long-term Canadian distribution rights for all films that Miramax produces or acquires in the next five years.
• BMG Rights Management (BMG) in several recent transactions that have aggregated over 1,000,000 copyrights in the last few years, including:
  • BMG’s acquisition of R2M Music, procuring for BMG 12,000 copyrights, with 35 Top Ten hits. The transaction also encompassed the music publishing assets of former Transcontinent Musikverlag GmbH, including rights to an extensive German Schlager music catalog.
  • BMG's $300 million acquisition of Bug Music, whose renowned clientele includes the estates of Johnny Cash, Willie Dixon, Muddy Waters, Woody Guthrie and Stevie Ray Vaughan as well as some of today's top musical artists, such as Pete Townshend, Iggy Pop, Ryan Adams, Wilco, The Guess Who and Jamie Foxx.
  • BMG’s acquisition of Chrysalis, a leading independent music publisher, and its 100,000-song catalog that includes songs by David Bowie, Michael Jackson, Cee Lo Green and Blondie.
  • BMG’s acquisition of Evergreen Copyright Acquisitions LLC, and its  catalog that includes songs recorded by artists such as Eric Clapton, MC Hammer, Michael Jackson and Nick Drake.
  • BMG’s acquisition of Stage Three Music, a leading independent, international music publisher based in London, from its shareholders Apax Partners, Ingenious Ventures and the management. 
  • BMG’s acquisition of Cherry Lane Music Publishing, whose roster of songwriters included leading performers ranging from Elvis Presley to the Black Eyed Peas.
  • BMG’s acquisition of the music publishing catalog of Crosstown Songs America, consisting of more than 8,000 songs.    
• Concord Music Group, Inc., in numerous acquisitions that have contributed to its rich catalog of more than 10,000 master recordings and strengthened Concord’s status as one of the world’s most significant independent record companies, with a leadership position in multiple genres, including:
  • Concord’s acquisition of certain assets and music rights from Rounder Records Corp. and affiliates.
  • Concord’s acquisition of Telarc International.
  • Concord’s acquisition of Fantasy, Inc.
• Crescent Entertainment, LLC, in its acquisition of promissory note and warrants to acquire 50% of the main film production and distribution companies that make up Village Roadshow Pictures Group.
• Eton Park Capital Management, L.P., a $15 billion hedge fund, in the restructuring of its mezzanine debt position in The Film Department, a film production company. The restructuring included assessment of several private equity transactions, as well as the completion of a Forbearance Agreement and a Buyout Agreement. We were directly involved in the structuring, negotiation and documentation of the deals.  
• Image Entertainment, Inc., in its acquisition by BTP Acquisition Co., LLP.
• INgrooves, a global provider of digital distribution, marketing and promotion services to the audio, video and publishing communities via its ONE Digital platform, in the following:
• A Series B Preferred Stock financing by Shamrock Capital
• INgrooves’s acquisition of Fontana Distribution from Universal Music Group. The new company, INgrooves Fontana, will combine INgrooves’ asset management, distribution platform and a decade of experience in the digital world with Fontana’s physical distribution and marketing capabilities.
• Isolation, the parent company of INgrooves, in the sale of 50.1% of the stock of INgrooves to Universal Music Group.
• Sony Pictures Entertainment (SPE) in multiple financings, including:
• SPE in a $150 million multi-film co-finance deal with Hemisphere Capital Management to provide financing for three Sony tentpole films. The Manatt team drafted and negotiated all agreements related to the cofinancing deal.
• SPE in a multi-film co-financing agreement with Beverly Boulevard, LLC, and Relativity Media.
• SPE in a $500 million multi-film co-finance deal with an offshore financing entity. The Manatt team is drafting and negotiating all agreements related to this complex, international co-financing deal.
• Stage Three Music in its acquisition of the song catalog of Mosaic Music, which includes copyrights such as Aerosmith's "Walk This Way," ZZ Top's "Legs" and songs recorded by Run-DMC and Eminem.
• Village Roadshow Ltd., an international entertainment and media company, regarding the structuring of a bridge loan facility for one of its stockholders.
• WOWOW, the leading premium pay television satellite broadcaster in Japan (who obtained from the Japanese government two additional channels of high-definition broadcast) to find suitable coproductions with international companies to provide original programming. The Manatt team is advising our client with regard to strategies and negotiations for output deals from major motion picture studios in the United States, giving them access to studios and producers in the U.S., and guiding them in connection with international business strategy and U.S. tax law and immigration.
• A major international beverage brand that fully financed a new cable reality series.  We worked closely with the producers and network to ensure that the brand messaging was appropriate and seamless.
• A two-time Academy Award winner as general counsel. Recent work includes the negotiation of the deal for the actor to reprise his iconic role in a film sequel, as well as a deal for him to star in a feature film released in 2010. 
• A three-time Grammy Award winner who has sold more than 34 million records worldwide. We served as general counsel in a number of matters, including the negotiation of an agreement for the publication of his memoir and a reality series.
• One of America’s largest television networks in a multiyear finance/production/distribution agreement for its late-night programming slate.
• Several major studio feature films in working with producers to seamlessly integrate different brand categories into the story lines and subsequently pitching brands and closing deals.