Over the last two decades, as the music industry was converting from an ownership to an on-demand model, Pryor Cashman attorneys have been in the vanguard of crafting creative solutions to the legal challenges faced by its record label, music publisher, artist, and songwriter clients.
Our attorneys have, since the earliest days of the post-Napster landscape, been negotiating and drafting licenses for the reproduction, distribution, and public performance of copyrighted musical compositions on a myriad of digital music platforms, including on-demand streaming services, non-interactive streaming services, cloud locker services, user-generated video services, ringtone services, lyric services, crowd-sourced music information services, fitness apps, and sheet music and guitar tab apps and services. For example, our attorneys negotiated and drafted some of the first music licenses with YouTube and Google, and also negotiated and drafted the original “New Digital Media Agreements” for record labels to obtain rights from music publishers that they may then bundle in licenses with music service providers for certain types of digital music products. Our attorneys have also advised on various industry-wide settlement agreements on behalf of trade organizations including the National Music Publishers' Association (“NMPA”) and Nashville Songwriters Association International (“NSAI”), and have represented individual music clients such as Ed Sheeran, Lady Gaga, Bruno Mars, Elton John, and Jay-Z.
Our deep knowledge of the copyright law as it applies to the music industry--including the intricacies of the Digital Millennium Copyright Act (“DMCA”), the Music Modernization Act (“MMA”), and the statutory licenses in Sections 114 and 115 of the Copyright Act and their implementing regulations--allows us to not only advise our clients on current transactions, but also to anticipate future legal issues and trends to bring value to our clients. Our music attorneys stay engaged at the forefront of the industry in litigation, transactions, and regulatory work precisely because our clients often have common interests to be addressed across all three, and it enables us to “see the forest” and provide pragmatic and holistic advice to optimize our clients' positions.
Our attorneys routinely assist our music industry clients with negotiating copyright purchase, sale, administration, and license agreements, navigating the complexities of copyright and other applicable laws to preserve the value of the assets that they are buying, selling, or administering. For example, we recently represented BMG Chrysalis US in an agreement with Strictly Rhythm to acquire the latter’s catalog of master recordings and to administer the music publishing rights worldwide; Shamrock Capital Advisors, LLC, an investment firm with a focus on the media, entertainment and communication sectors, in its acquisition of the music publishing catalog of “Stargate” (Tor Hermansen and Mikkel Eriksen) and other Grammy award-winning artists; and the co-founders of Whole Hog Inc. and Blind Pig in the sale of the master recording catalog of Blind Pig Records to The Orchard Inc. We are thoroughly versed in the intricacies of the statutory termination provisions of Sections 203 and 304 of the Copyright Act and routinely advise clients seeking to understand these provisions, to avoid pitfalls in acquiring rights that may be terminable, and to make deals with authors and their beneficiaries (including negotiating and drafting agreements for post-termination rights) that fairly value their works and enable our clients to retain worldwide ownership.
Finally, we also routinely conduct large-scale, complex legal due diligence on music assets that are the subject of a potential purchase or sale, including catalogs of sound recordings, musical works, or income streams derived from their exploitation. For example, we represented EMI Music Publishing in the worldwide due diligence for the sale of all of its catalogs of musical works, which was purchased by a consortium led by Sony Corp. for a reported $2.2 billion, as well as assisting in the worldwide due diligence for the sale of its Virgin Music catalog, which was purchased by BMG. We also represented EMI Recorded Music in the U.S. due diligence for the sale of all of its catalogs of sound recordings, which was purchased by Universal Music Group for a reported $1.9 billion.
