Entertainment's First With Rosenfeld, Meyer & Susman

By: David Robb

Periodical: The Hollywood Reporter

Date: July 6, 1994

Founded in 1957 to represent a wide range of individual and corporate clients in the entertainment industry, the law firm of Rosenfeld, Meyer & Susman has expanded its practice over the years to include litigation and corporate, tax, labor, family and employment law.

The firm specializes in media financing, acquisitions and mergers, interactive multimedia, securities, copyright and trademark, and licensing and merchandising.

"We're one of the few full service firms in town where almost all of the attorneys practice within the entertainment industry," said partner Larry Goldberg, who specializes in entertainment industry transactions.

Of the law firm's 59 attorneys, all but seven spend a significant amount of their practice representing entertainment industry clients.

Talent represented by the firm includes actors Gregory Peck, Edward Furlong and James Russo; directors Billy Wilder, James Cameron, Fred Zinnemann, Mike Newell, Paul Maslansky, Don Mischer, Jeff Margolis and Marty Pasetta; writers Anne Fine, Sooni Taraporavela and Jose Rivera; singer Andy Williams; and composer Bill Conti.

Said founding partner Marvin Meyer: "We represent talent as an autonomous boutique law firm within a full-service law firm. This allows us to offer clients personal service while still bringing to bear the full panoply of experience and knowledge of all our entertainment-related departments."

The firm also provides corporate counseling for a variety of entertainment companies, including MCA, MGM, MTM, Trimark and the Samuel Goldwyn Co, and has represented numerous banks in negotiations for single-picture financings, including the Bank of America, First Interstate Bank, City National Bank, the newly formed New Market Capital Group, the Banque Internationale Luxembourg and Germany's Berliner Bank. The firm also represents Bannon & Co., one of the leading investment banks in the entertainment industry.

In 1993, the firm represented MGM in a $60 million investment in Carolco Pictures. The firm also represented The Completion Bond Company from its inception in 1981 until its demise in 1993.

John Burke, one of the firm's media finance attorneys, said that "in 1993, we represented a syndicate of six banks in the largest single-picture production financing in history."

Steven Fayne, a partner in the media financing group of the firm's entertainment department, said that "the function of an entertainment lawyer in the film financing area is to facilitate the financing of films by coordinating the sometimes diverse interests of the financier, the distributor, the producer, the talent and the completion guarantor. We make sure that all the agreements are consistent with each other and that the requirements of each of the various parties are going to be met when the film is completed and delivered."

Putting together joint ventures is another common practice. "Structuring the venture," Goldberg said, "entails determining what the relative participation of each side to the venture will be, how the venture will be financed, who will run the venture and what is the plan for making a return on investment when the venture is successful. The lawyer is instrumental in negotiating the various terms that will make up those components."

Other projects the firm might handle for entertainment industry clients, Goldberg said, include arranging public and private financing for the companies' operations or expansion; acquiring rights for specific multimedia projects; negotiating employment agreements; and buying and selling companies or assets.

The firm's litigation department, meanwhile, is its largest, with 31 lawyers.

"What makes this firm unique," said Gail Title, chair of the firm's litigation department, "is the depth of its expertise in all aspects of the entertainment industry, and particularly in entertainment litigation."

The firm has represented numerous companies in intellectual property cases, including MCA, Fox, Sony, MGM and ITC.

It has also represented numerous companies in contract disputes with talent on such shows as "Northern Exposure," "Law & Order" and "Miami Vice."

"Our entertainment litigation runs the gamut," Title said, "and covers all aspects of the entertainment industry-you name it and we've done it."

"Entertainment litigation has always been focused on intellectual property and contract disputes," she said, "but each of those terms covers a wide range of matters."

Net profit agreements are a frequent legal bone of contention, and defending and prosecuting such cases "is a specialty in and of itself," Title said.

The firm has handled many such cases for MCA, including disputes over net profits from "The Rockford Files," "Simon & Simon" and "Kojak."

Intellectual property cases, meanwhile, may involve trademark infringement, copyright infringement, idea submission, defamation and invasion of privacy.

In a recent copyright infringement case, the firm represented Michael Jackson, Quincy Jones and Lionel Richie in a suit brought by a songwriter who alleged that they had stolen the songs "Thriller" and "We Are the World" from him. A jury determined the songs had not been stolen.

The docudrama genre presents legal problems all its own, and the Rosenfeld firm is one of the leading firms in this area.

"We are one of the primary law firms that represents people and entities in the defense of claims covered by errors and omissions insurance carriers," Title said. "We handle virtually every type of copyright trademark claim that falls within that coverage."

Errors and omissions insurance covers claims brought by people who, for instance, feel they have in some way been mistreated or damaged by their portrayal in docudramas.

Title said that "our firm probably represents more defendants m cases covered by errors and omissions insurance than anyone else."

Like all major law firms that represent both talent and studios, the Rosenfeld firm is careful about conflicts of interest.

"We represent talent and we represent studios," Title said, "and we represent defendants and plaintiffs." She noted, however, that the firm is "very conscientious and sensitive to the rules involving conflicts of interest, and there are times that we have to bow out of a case because we've represented both the plaintiff and the defendant in other legal matters."

Partner Don Karl is the chair of the firm's business department, whose practice increasingly emphasizes new media technologies and their impact on the entertainment industry.

"One of the principal focuses in our practice has been to prepare the firm for the future," Karl said. "We see the entertainment business, which is a significant part of the corporate work that we do, as being dramatically affected by the new media technologies."

Last year, the firm represented filmmaker James Cameron in his joint venture with IBM to create a company called Digital Domain, a special-effects postproduction house designed to be "user friendly" to members of the creative community. The firm also represented Ion, Inc. in a joint venture with BMG Music to create the first interactive record label, which will create, manufacture and distribute music-themed CD-ROM titles.

The demands of new technologies and new media require entertainment attorneys to "acquire new skill sets," Karl said. "They have to be able to deal with people in industries where the business culture and philosophy is quite different than it is in entertainment."

The new medias are also helping to create a "blurring" of traditional roles played by attorneys and agents.

"There's a lot of blurring," Karl said. "More and more you find that attorneys have been responsible for bringing together various parties in a complex film financing transaction, or being of assistance in finding a partner for a client in the new technology area. Right now there aren't a lot of people making money in the new technology area, and the role of-the traditional agents in this area is uncertain."

Karl said that "it's difficult today to predict how new media deals are going to get done, even two years from now, and what types of advisers are going to be most effective, but I would expect that attorneys will be playing an important role."

The firm also has a busy entertainment labor practice, representing such firms as Warner Bros., Universal Amphitheatre, the American Film Institute, MTM and Klasky-Csupo, among others, in labor-related matters.

Mike Robbins, who heads the firm's labor department, said labor issues handled by the firm range from wrongful termination and sexual harassment to arbitrations and collective bargaining.

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