Mr. Siegel is a “master at financing and structuring,” Chambers USA says in its latest edition. “Clark Siegel is widely recognized as an imposing presence in the field,” the publication observes. In addition to the Chambers guide, Mr. Siegel is recognized by many other legal publications including Best Lawyers in America, the Legal 500 U.S. guide, Los Angeles Magazine’s “Southern California Super Lawyers” and The Los Angeles Times “Best Lawyers in the West.”

“The demand for sophisticated, cutting-edge expertise in the areas of content, the Internet and technology continues to be of critical concern to our clients,” said Hughes Hubbard Chair Candace Beinecke. “We believe that with Dan Schnapp in New York, and now Clark Siegel in L.A., we can offer our clients an unparalleled bi-coastal capability in this area.”

Mr. Siegel has published widely on Intellectual Property matters and issues. Specific technologies and applications he has been involved with include digital cinema projection, CGI animation, video on demand and electronic sell-through, DVD, satellite and wireless delivery, peer-to-peer distribution, digital cable, digital video recorders, PDAs, cellular phones, interactive television, fiber-optic transmission, and other digital and analog applications. He received his B.A. in 1980 from Stanford University, Phi Beta Kappa, and his J.D. in 1984 from University of Chicago where he was a member of the University of Chicago Law Review.  Clark’s full bio and contact information is here. 

We anticipate that Clark will become a regular contributor to DigitalHHR, providing insights from his vantage point on the Left Coast.  We look forward to working with him.

    Winning the Digital Race

Advances over the last decade in the media, entertainment and technology industries have been unparalleled. The new media landscape is dynamically shifting in real time and all businesses must anticipate and react to innovations in technology in order to seize new opportunities and develop unique business models.

Hughes Hubbard and Reed’s New Media, Entertainment and Technology group recognizes the pace at which these advancements are affecting the day-to-day operations of our clients. We specialize in helping clients exploit such developments to stay ahead of the curve by understanding the way technology influences business. It is not merely the convergence of the media, entertainment and technology industries, but the impact of such convergence on the global consumer, which drives the marketplace forward. We combine the resources and experience of a traditional law firm with an understanding and passion for today’s cutting-edge technologies to assist our clients in navigating the new realities and challenges arising from this shifting landscape.

Digital Media and Internet

• Digital audio-visual content licensing, distribution and syndication initiatives on all new media platforms including wireless, broadband, satellite radio and IPTV
• Online social networking services, virtual reality communities, blogging, massively multiplayer online games (MMOGs)
• Mergers & acquisitions, strategic alliances, online sponsorships/promotional collaborations and joint ventures
• Embeddable media player development, deployment and syndication
• Electronic publishing and distribution
• Integrated marketing, contextual advertising and brand management
• Viral marketing and Internet based “word of mouth” campaigns
• Ad serving, syndication, publication, targeting and tracking
• User-generated content ingestion, distribution, syndication and liability-related issues
• Digital content screening, moderation and filtering
• Online gaming, sweepstakes, contests and promotion compliance
• Digital Millennium Copyright Act – safe harbors and anti-circumvention issues
• Adoption and content of website Terms of Use agreements

Entertainment

• Development and production matters for motion picture and television productions, including writer, producer and director arrangements, guild issues, special effects agreements, location agreements, and other production related matters and documentation
• Domestic and international motion picture distribution in all media, including output deals and ancillary exploitation
• Cable and television broadcast, syndication and other distribution
• Motion picture and television finance, including single- and multi-project finance and all forms of debt, equity and mezzanine financing
• Strategic alliances and motion picture and television co-production and co-financing arrangements
• Major record label sound recording, publishing and associated rights clearances
• Independent music recording, publishing and licensing
• Video game development, publishing ,distribution and licensing for all platforms, including console, handheld ,wireless and online games
• Professional sports league television licensing and retransmission
• Professional athlete employment contracts and talent agreements, including spokesperson, appearance and sponsorship agreements
• Literary and other underlying rights acquisition and licensing
• Rights clearance for motion pictures, television productions and video games
• Product, character and technology merchandising and licensing
• Television format licensing
• Overall and housekeeping deals with talent elements and production companies
• Motion picture and television library acquisitions and dispositions
• Network, cable system and satellite affiliation and carriage agreements
• Product placement and commercial tie-ins
• Motion picture and television marketing agreements and arrangements
• Registration and licensing of patents, trademarks and copyrights
• Litigation concerning the interpretation of recording, film and distribution contracts
• Theme park, gaming and hotel operation

Technology and Information Security

• Privacy, data and information security compliance
• Information technology, business process, call center and manufacturing outsourcing transactions
• Website development, hosting and colocation arrangements
• Electronic commerce, publishing and distribution
• Technology and data export compliance
• Record retention and disaster recovery/contingency planning compliance
• Wireless device and network applications
• Software/hardware and intellectual property procurement, development, licensing and distribution
• Micropayment, contactless payment, smart cards and other alternative electronic payment technology implementations
• Technology transfers and acquisitions
• Technology service and maintenance agreements
• Domain name disputes

New Media, Entertainment and Technology Attorneys

• Dan Schnapp
• Clark Siegel
• Wayne Josel
• Hali Resnick
• Matthew Syrkin
• Cindy Lo
• Kari Hirsch
• Other Attorneys

E-Alert: Impact of the Writer’s Guild

In the coming days, the 10,500 striking members of The Writers Guild of America are expected to ratify a new, three-year agreement, which secures the writers a share of the digital media market by way of compensation for television programming and films delivered via the Internet and new media distribution platforms, including those delivered on an ad-supported basis. The proposed deal recognizes that the Internet is a primary means for content creation and delivery and firmly establishes the union’s jurisdiction over programming created for and distributed via new media outlets.

The anticipated compensation formula provides for the writers to receive a flat fee for programs streamed for the first two years of the term of the agreement. In the third year, the writers will begin to receive a percentage of the distributors’ gross revenue. The proposed agreement also provides for compensation for programming written specifically for new media platforms that are distributed and syndicated later as a television series, special or motion picture. The new rate at which writers will be compensated for electronic distribution of movies and television shows is speculated to be nearly double the rate historically paid by distributors for DVDs.

The arrangement raises complex and daunting questions for content producers, providers, distributors, aggregators and syndicators operating in the new media space. These include:

• How will networks and studios take these additional fees into account in determining the license fee that distributors will pay or share of advertising revenue they will receive?

• Will the writers’ success in securing this compensation formula have a precendential effect on upcoming negotiations of the Screen Actors Guild contract?

• How will the well-established economic model for video downloads (i.e., fixed price per download) be impacted if content providers are compelled to evaluate download-to-own and electronic-sell-through pricing based on the popularity of a particular show?

• Will the distribution of promotional content trigger the payment of residuals? What distinguishes “promotional” programming from “commercial” programming for this purpose?

• What is the scope of the revenue model contemplated and how far do the writers’ residuals extend? Content providers will need to carefully structure their transactions with distribution partners to exclude consideration received that is not directly attributable to the programming that is ultimately distributed (e.g., ancillary on-air advertising buys, run of site banner advertising inventory appearing on pages where such programming is streamed via an embeddable/viral media player, etc.).

• How will residuals based on “gross revenues” be calculated? What exactly does “gross revenues” mean? Both content providers and content aggregators/distributors will need to be extremely vigilant in delineating applicable deductions for any royalty payments or revenue shares due in connection with the distribution of programming.

The reality is that many content distribution and syndication deals are multi-faceted and often involve multiple forms of distribution, equity components and revenue streams. Now, more than ever, it has become increasingly important for studios, producers, content providers, distributors and aggregators alike to seek competent legal counsel to mitigate the legal, economic and operational risks involved when contemplating the structure of these transactions.

We are here to help. We have extensive experience in assisting our clients with the development of new business models and the negotiation of cutting edge transactions that facilitate the exploitation of their programming, products and services on all new media platforms, and will continue to stay apprised of how the WGA agreement (once ratified), and other related industry developments, challenge and create obstacles for our clients to overcome.

Contact Dan Schnapp at schnapp@hugheshubbard.com or (212) 837-6258 or Hali Resnick at resnickh@hugheshubbard.com or (212) 837-6058 of our New Media, Entertainment and Technology practice group to find out how we can help you.