Still Time to Sign Up for Steve Winogradsky's Publishing Class at UCLA Extension

For years, Steven Winogradsky, Esq. has taught music publishing at UCLA Extension.  If you need to brush-up on the music publishing business, sign up now for Winogradsky's Fall 2012 class, which starts Sept. 24, 2012.  Here are the details per the course description:

• 4-Unit Course: Music Publishing: Law and Business (Course# X 448.17 Music 4 units ;  Reg# Y5957B)                  
• Enrollment deadline: Oct 8
• Schedule: Mon 7-10pm, Sep 24-Dec 10✷ Sat 10am-1pm, Nov 10, 12 mtgs(no mtg 11/12) 
• Location: UCLA Dodd Hall, room 146 
• Instructor:  Steven Winogradsky, JD, Partner, Winogradsky/Sobel; former president, Association of Independent Music Publishers and California Copyright Conference (contact: steve@winogradskysobel.com)
• Course Description:  Topics include copyright basics; songwriter agreements; setting up domestic licensing for records, motion pictures, television, print, commercials, and other areas; aspects of foreign sub-publishing, including negotiating agreements, and collection societies; and dealing with ASCAP, BMI, and SESAC. 
• Cost: Through Aug 24: $555 / After: $605
• For attorneys, there is 34 hours of MCLE credit available, including 1 hour of Legal Ethics

If you aren't in Los Angeles, check out the music publishing book by Winogradsky's business partner, attorney Ron Sobel, Esq., who knows much more about performance royalties than the average music lawyer: 

Music Publishing: 
Law and Business

September 2012 Music Business Events in Southern California

Mark your calendars for these important Los Angeles music business events:

• September 11 @ 6:30 PM - The California Copyright Conference (CCC): 2010 Legal Update: Legal Developments Affecting the Music Industry Featuring Richard Busch, Esq. of King & Ballow, Milt Olin, Esq. and Chris Castle, Esq.
• September 12 @ 6:30 PM - The Association of Independent Music Publishers (AIMP): YouTube Presentation featuring Patrick Sullivan and Scott Sellwood: More Money From Your Music
• September 12 @ 6:30 PM - National Association of Record Industry Professionals (NARIP): A Tribute Dinner Honoring Alfred Schlesinger, Esq.
• September 20 @ 11:30 AM - The Association of Independent Music Publishers (AIMP): International Music Publishing
• September 24 @ 7PM - Steve Winogradsky's UCLA Music Publishing Class Begins
• September 30 - Deadline to object to royalty statements and/or give audit notice in cases where you have three months following the period ended June 30 to object.  Don't lose your rights - call us for help (310-556-7745).

Hope to see you at one or more of the above events!

Ten Keys to Negotiating Audit Rights

An attorney asked me for a checklist to maximize his entertainment clients' audit rights.  Here are ten key questions to answer during deal point negotiations (the answers shown are suggestions to maximize a client's audit rights):

1. Who can conduct an audit?  Ideally, anyone your client appoints.  Further, do not require that the auditor sign a nondisclosure agreement with the other side, or that it share the results of the audit with the entity that is audited.
2. Who will pay for the audit?  The other side shall pay for audit (accounting and legal) costs if there is an underpayment to your client.
3. What is the audit period?  Even though some agreements specify audit periods or periods for which the auditee (e.g., a licensee) must retain records, normally the audit period is effectively limited by the objection provision.  A typical agreement may state something such as:  “Statements are binding unless your written objection is received within two years of the date that the statement is due.”  Remember, longer or unlimited objection periods are usually better for the auditing party (e.g., a licensor), since there is little point in auditing anything to which the client no longer has a right to object.  If time limitations in the objection provision must be included, base them around the dates that accountings are received, not due.
4. What documentation will be provided?  Specifying "free access" or "unlimited" is ideal for the auditing party.  Therefore, do not exclude from examination inventory reports, manufacturing information or "records that do not report sales."
5. Where will audits take place?  On-site and/or remotely at your client's election.  Either way, require that information will be provided electronically.
6. Which territories and affiliates may be audited?  Clients are usually limited to auditing the subsidiary with which they contracted.  However, the strongest audit rights include access to audit a licensee's affiliated entities (i.e., sister and parent companies).
7. When can one audit?  With short notice and without requiring specific "objection" (many contracts require specific objection before an audit is conducted, which may be impossible).  Also, do not require notice of breach prior to taking legal action.
8. What are the consequences of non-compliance? Include underpayment penalties and/or interest on late payments.
9. Why audit? If a purpose for audits must be included, it should be to ascertain (non)compliance with the relevant agreements and should not be limited to verification of royalty accountings.
10. What laws govern the agreement? Laws vary by state and territory, so it is important to appreciate the impact that local laws can have on the contract you are negotiating.  For instance, if a recording contract is subject to California state law, your artist client may have audit rights pursuant to state law, regardless of the terms of the contract.  Applicable state laws may also impact interest due, foreign tax withholding and other claims.  Further, in the event of a dispute, you may wish to ensure that the contract is subject to US law and not that of another territory.

April 2012 Events of Interest

April 4, 2012 @ USC - I am looking forward to serving as a panelist at USC's "Launching Your Career -- an event providing direct access to the music profession’s most successful"

Panelists include:

• Cedar Boschan ’99, Partner at Hurewitz, Boschan & Co. LLP
• Laura Connelly, Director of Presentations for the Los Angeles Philharmonic Association
• Julia Cser ’01, Executive and Artistic Director of the Maestro Foundation
• Gregg Field, Producer and Recording Artist at Concord Records
• Gordon Goodwin, Performing Artist with Wingood Music Productions, Inc.
• Garry Kief, President/CEO of STILETTO Entertainment
• Bear McCreary ’02, Composer
• Don Passman, Music Attorney
• Adrian Spence, Artistic Director, Camerata Pacifica
• Chad Smith, Vice President of Artistic Planning for the Los Angeles Philharmonic
• Association
• Moderator: Gail Eichenthal, Program Director for KUSC

April 17, 2012 @ Lawry's - The Assoc. of Independent Music Publishers (AIMP) presents David Israelite - President and CEO of NMPA

April 24, 2012 @ Sportsmen's Lodge - The California Copyright Conference presents "OH CANADA: It's Not The 51st State When It Comes To Managing Your Music Rights" where agents of both English and French-speaking repertoire will discuss exploitation and revenue collection in Canada.

March 20, 2012 @ The CCC: Financial Strategies for Copyright Stakeholders

Are you a writer, publisher, artist or attorney in the music industry?  If so, your livelihood is dependent on the values of copyrights and you may wish to join me for dinner at the California Copyright Conference ("CCC") on March 20, which will feature a panel discussion on "Financial Strategies for Copyright Stakeholders."

My co-moderator Cheryl Hodgson, Esq. and I are excited to ask the experts about the following topics:
• Hedging Against Decline in Copyright Values
• Raising Cash - Is Now a Good Time to Buy/Sell/Borrow Against Music Assets?
• Valuation of Copyrights
• Minimizing Taxes
• Protecting Your Business and Your Heirs

Scheduled panelists:
• David Renzer, Entrepreneur, Former Chairman/CEO of Universal Music Publishing Group
• Curtis Vega, Senior Vice President - Media & Entertainment, HSBC Bank USA, N.A.
• Joseph Rust, CPA, CFP, Partner at Prager and Fenton LLP
• Michael Morris, Esq., Partner at Valensi Rose, PLC, Past President, California Copyright Conference
• Sara Qazi, Financial Advisor, Guided Portfolio Manager, Morgan Stanley Smith Barney LLC

Please reserve your seat now at: http://www.theccc.org 

Hope to see you there!  RSVP by 10am Friday, March 16.