[Copyright] consequence of assignment?

[Pamela Chestek]

Well, no one else has taken a stab at it, so I will. You get what you 
pay for.

On 6/7/2024 9:14 AM, Carl Oppedahl via Copyright wrote:
> A listserv member asks to post anonymously ...
>
> The basic scenario:
>
> Artist creates the Work in 2010.
>
> Artist licenses the right to publish the Work to Licensee pursuant to 
> an Agreement in 2010 for the life of the copyright.
>
> Artist assigns the Agreement to NewCo Inc. (wholly-owned by Artist) in 
> 2011.
>
>   * The assignment of the 2010 Agreement to NewCo Inc. does not
>     eliminate Artist’s Section 203 copyright termination right with
>     respect to the 2010 Agreement with Licensee (assuming Artist
>     complies with notice/recordation requirements, etc.), correct?
>
I believe so. The authorship remains the same, only the rights under an 
agreement were transferred, which shouldn't affect the author's 
termination rights. As a validation of this theory, I assume that rights 
to musical works are shuffled around like partners at a square dance and 
artists are still exercising their right of termination.
>
>  *
>
>
>   * Does the answer change if Artist also assigns the copyright to the
>     Work to NewCo Inc. in 2011?
>
I don't read section 203 as creating any different answer from above. 
"In the case of any work other than a work made for hire, the exclusive 
or nonexclusive grant of a transfer or license of copyright or of any 
right under a copyright, executed by the author on or after January 1, 
1978, otherwise than by will, is subject to termination under the 
following conditions ..." It wasn't created as a work made for hire, 
which is the only exclusionary condition, so I believe both the original 
grant and the assignment to NewCo can be terminated at the appropriate 
times.
>
>  *
>
>
>   * Does the answer change if the assignee in 2011 is Artist’s
>     revocable trust (instead of NewCo Inc.)?
>
I don't see why it would. It is a transfer of ownership. Nothing in the 
statute says there is a different result depending on the legal entity 
type of the assignee or licensee. But, it's its a revocable trust, so 
maybe it's easier to do it under revocation of the trust rather than 
termination? (I don't know anything about revocable trusts.)
>
>  *
>
>
>   * Is it correct that new licenses of the Work granted by NewCo Inc.
>     (or Artist’s revocable trust) after the 2011 assignment would not
>     be subject to any Section 203 copyright termination right (since
>     the new licenses would not be treated as a grant by the “author”)?
>
I think that's right. But when the author revokes NewCo/trust's rights, 
then the grantee of the NewCo/trust rights would also be revoked, 
however subject to the derivative work rights in Section 203(b)(1).  
Perhaps it would be in the copyright owner's interest for the entity to 
state affirmatively in any licenses the entity grants that the license 
terminates if and when its rights terminate, but maybe someone more 
experienced in termination will say that's not necessary.

Pam

Pamela S. Chestek
Chestek Legal
300 Fayetteville Street
Unit 2492
Raleigh, NC 27602
pamela at chesteklegal.com
(919) 800-8033
www.chesteklegal.com
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