With the buying, selling and assigning of copyright interests and income streams continuing to accelerate with many new players in the marketplace joining the already “established” players and with the myriad types of different deals and arrangements all of a sudden becoming commonplace, the question remains in all of these deals-what is actually being sold, shared or assigned and how is the final price of any acquisition arrived at.
Any acquisition, whether it’s a 100% or partial sale of current assets or one that combines futures as well or involves only an income interest rather than a copyright transfer, the starting point of every deal is the Due Diligence inquiry, both financial and legal. Due Diligence is the term that describes the procedures and processes that the potential buyer utilizes in its investigation of the assets being acquired.
This panel will discuss the primary aspects of legal and financial due diligence relative to any acquisition including “sustainable income”, past and current royalties and statement analysis, chart activity and non-re-occurring one time income events, CMO payment formulas, chain of title and copyright status inquiries, songwriter agreements, and foreign subpublishing and administration commitments among other areas.
Speakers
• Todd Brabec
Todd Brabec, former ASCAP Executive Vice President and Worldwide Director of Membership, is an Entertainment Law attorney, a Deems Taylor Award winning co-author of the best selling music business book ” Music, Money and Success: the Insid-er’s Guide to Making Money in the Music Business” (8th edition, Schirmer Books/ Wise Music) as well as the “Music Publishing Law” chapter in the 2 volume legal treatise “ The Essential Guide to Entertainment Law-Dealmaking” (Juris Publications/2021)), an Adjunct Professor at USC where he teaches the course on Music Publishing, Music Licensing and Film, Television and Video Game scoring and song contracts and a former Governing Committee member as well as Music and Budget Chair of the Amer-ican Bar Association Forum on the Entertainment and Sports Industries. In addition to the Deems Taylor Award for Excellence in Music Journalism, he is the recipient of the 2005 Educational Leadership Award from the Music & Entertainment Industry Educators Association (MEIEA), the 2015 Texas Star Award from the State Bar of Texas for Outstanding Achievement and Contribution to the field of Entertainment Law and the 2019 California Copyright Conference Apollo Award for Excellence in Leadership and Achievement in the Music Industry and is a graduate of the New York University School of Law. During his 37 year career at ASCAP, he was responsible for all Membership opera-tions, personnel and offices as well as signing many of ASCAP’s most successful songwriters, writer/artists and film, television and video game composers in addition to significantly changing many of ASCAP’s payment, distribution and survey rules includ-ing those that significantly increased the royalties for successful radio songs and film and television theme songs and scores. In addition, he was involved in numerous fed-eral “Rate Court” proceedings as well as Consent Decree reviews. He lectures extensively throughout the world at conferences, universities, bar asso-ciations, law firms and management companies and has appeared on hundreds of panels including PLI, the American Bar Association, the Game Developers Confer-ence, DIMA, the International Association of Entertainment Lawyers (IAEL), Volunteer Lawyers for the Arts, NATPE, Midem, Canadian Music Week, the Association of Inde-pendent Music Publishers (AIMP) as well as many others. He has hundreds of pub-lished articles on all aspects of the business and law of Music and Entertainment. His Mitchell Hamline law review article, “The Performance Right: a World in Transition”, was selected by West/Thomson/Reuters as one of the best Entertainment Law Review articles of 2016. Prior to his Entertainment Law practice, he was a legal services attorney in Chicago for Community Legal Counsel (Office of Economic Opportunity) as well as a recording artist as The Reunion. Website: musicandmoney.com
• Jeff Brabec
Jeff Brabec is Senior Vice President of Business & Legal Affairs for BMG Rights Management (US) LLC (BMG). Brabec specializes in evaluating, analyzing, projecting income and negotiating music publishing catalogue acquisitions. A graduate of New York University School of Law, he has also been a government legal services attorney. Brabec is the co-author with his twin brother Todd of the best-selling book “MUSIC, MONEY, AND SUCCESS: The Insider’s Guide To Making Money In The Music Business” (8th Edition / Schirmer Trade Books/Music Sales). Variety Magazine selected the 8th Edition as one of The Best Music Books of 2019. He is also co-author of the Music Publishing chapter of the 2018 Juris Publications multiple volume treatise “The Essential Guide To Entertainment Law.” He has been awarded the Deems Taylor Award for Excellence in Music Journalism, The Texas Star Award by the Entertainment & Sports Law Section of the State Bar of Texas for Outstanding Contribution and Achievement in the Field of Entertainment Law and the 2019 California Copyright Conference Apollo Award Honoring Leadership and Achievement In the Music Industry. Brabec is an adjunct professor at USC Thornton School of Music/Business Division where he teaches music publishing and licensing. He Is also on the board of the Mechanical Licensing Collective (MLC) which was established by the Music Modernization Act and on the board of the Canadian Publishers Committee (CPC) of SXWorks, LLC .
• Frank Handy
Frank Handy has worked in music publishing for over 18 years. Currently VP, Head of Operations and Administration, Handy oversees operations, copyright, royalties, licensing, distribution teams, finds new revenue streams, and looks after Position Music’s international interests. Handy started working at Position Music in early 2020 and made an immediate impact, giving Position Music the confidence and ability to explore and properly manage larger administrative deals with established artists and bands around the world. Prior to Position Music, Handy was Vice President of Licensing and Copyright at SONGS Music Publishing where he oversaw SONG’s copyright functions, synchronization licensing, mechanical licensing, contract review, sample clearances and YouTube content management. He was also Head of Creator & Publisher Relations at AllTrack Performing Rights and spent five years at Bug Music as Senior Copyright Administrator where he oversaw catalogs for the Johnny Cash estate, Del Shannon estate, Iggy Pop, Wilco, and others. Frank is currently the Vice President for the Los Angeles chapter of the Association of Independent Publishers (AIMP) and has spoken on panels at The Musician’s Institute, The AIMP, and The House of Blues Foundation. A lifelong musician, Handy played guitar in bands for over twenty years and graduated from the Musician’s Institute of Technology guitar program with awards. He currently lives in Los Angeles with his family and enjoys playing golf.