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First-look Deal
A first-look deal is any contract containing a clause granting, usually for a fee or other consideration that covers a specified period of time, a pre-emption right, right of first refusal, or right of first offer (also called a right of first negotiation) to another party, who then is given the first opportunity to buy outright, co-own, invest in, license, etc., something that is newly coming into existence or on the market for the first time or after an absence, such as intellectual property Intellectual property (IP) is a category of property that includes intangible creations of the human intellect. There are many types of intellectual property, and some countries recognize more than others. The best-known types are patents, co ... (manuscript, musical composition, invention, artwork, business idea, etc.) or real property (real estate). Film industry In the film industry, a "first-look deal" is an agreement where a writer and an independent production company—or a prod ...
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Pre-emption Right
A pre-emption right, right of pre-emption, or first option to buy is a contractual right to acquire certain property newly coming into existence before it can be offered to any other person or entity. It comes from the Latin verb ''emo, emere, emi, emptum'', to buy or purchase, plus the inseparable preposition ''pre'', before. A right to acquire existing property in preference to any other person is usually referred to as a ''right of first refusal''. Company shares In practice, the most common form of pre-emption right is the right of existing shareholders to acquire new shares issued by a company in a rights issue, usually a public offering. In this context, the pre-emptive right is also called subscription right or subscription privilege. It is the right but not the obligation of existing shareholders to buy the new shares before they are offered to the public. In that way, existing shareholders can maintain their proportional ownership of the company and thus prevent stock dil ...
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Right Of First Refusal
Right of first refusal (ROFR or RFR) is a contractual right that gives its holder the option to enter a business transaction with the owner of something, according to specified terms, before the owner is entitled to enter into that transaction with a third party. A first refusal right must have at least three parties: the owner, the third party or buyer, and the option holder. In general, the owner must make the same offer to the option holder ''before'' making the offer to the buyer. The right of first refusal is similar in concept to a call option. A ROFR can cover almost any sort of asset, including real estate, personal property, a patent license, a screenplay, or an interest in a business. It might also cover business transactions that are not strictly assets, such as the right to enter a joint venture or distribution arrangement. In entertainment, a right of first refusal on a concept or a screenplay would give the holder the right to make that movie first while in rea ...
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Intellectual Property
Intellectual property (IP) is a category of property that includes intangible creations of the human intellect. There are many types of intellectual property, and some countries recognize more than others. The best-known types are patents, copyrights, trademarks, and trade secrets. The modern concept of intellectual property developed in England in the 17th and 18th centuries. The term "intellectual property" began to be used in the 19th century, though it was not until the late 20th century that intellectual property became commonplace in most of the world's List of national legal systems, legal systems."property as a common descriptor of the field probably traces to the foundation of the World Intellectual Property Organization (WIPO) by the United Nations." in Mark A. Lemley''Property, Intellectual Property, and Free Riding'', Texas Law Review, 2005, Vol. 83:1031, page 1033, footnote 4. Supporters of intellectual property laws often describe their main purpose as encouragin ...
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The Ankler
Ankler Media is an American digital media company owned by the Ankler Media Group. In 2021, its Hollywood newsletter, ''The Ankler'', was listed as one of the top three business publications on Substack and has been nominated for two Webby Awards. History In February 2017, Richard Rushfield founded ''The Ankler'', a Hollywood newsletter about the entertainment industry, which he then moved to the Substack platform two years later. In January 2022, Janice Min, former co-president of ''Billboard'' and ''The Hollywood Reporter'', joined the company to form Ankler Media. Min joined as co-owner and CEO, with Richard Rushfield taking the role of editorial director. In June 2022, the company raised $1.5 million at a $20 million valuation through Y Combinator. In 2024, ''The Ankler'' signed a radio deal with NPR's ''LAist''. In 2024, Min expanded Ankler Media's live events including the "Documentary Spotlight with Raoul Peck" at the Toronto International Film Festival ...
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Tag-along Right
Tag along rights (TARs) comprise a group of clauses in a contract which together have the effect of allowing the minority shareholder(s) in a corporation to also take part in a sale of shares by the majority shareholder to a third party under the same terms and conditions. Consider an example: A and B are both shareholders in a company, with A being the majority shareholder and B the minority shareholder. C, a third party, offers to buy A's shares at an attractive price, and A accepts. In this situation, tag-along rights would allow B to also participate in the sale under the same terms and conditions as A. As with other contractual provisions, tag-along rights originated from the doctrine of freedom of contract and is governed by contract law (in common law countries) or the law of obligations (in civil law countries). As tag-along rights are contractual terms between private parties, they are often found in venture capital and private equity firms but not public companies. S ...
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Drag-along Right
Drag-along right (DAR) is a concept in corporate law, often encountered in the context of venture capital and private equity. Under the concept, if the majority shareholder(s) of an entity sells their stake, the prospective owner(s) have the right to force the remaining minority shareholders to join the deal. However, the owner must usually offer the same terms and conditions to the minority shareholders as to the majority shareholder(s). Drag-along rights are fairly standard terms in a stock purchase agreement. This right protects majority shareholders (allowing them to sell to an owner desiring total control of the entity, without being encumbered by holdout investors), but also protects minority shareholders (who can sell their investment on the same terms and conditions as the majority shareholder). This differs from a tag-along right, which also allows minority shareholders to sell on the same terms and conditions (and requires the new owner to offer them), but does not re ...
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Overall Deal
A production company, production house or production studio is a studio that creates works in the fields of performing arts, new media art, film, television, radio, comics, interactive arts, video games, websites, music, and video. These groups consist of technical staff and members to produce the media, and are often incorporated as a commercial publisher. Generally the term refers to all individuals responsible for the technical aspects of creating a particular product, regardless of where in the process their expertise is required, or how long they are involved in the project. For example, in a theatrical performance, the production team has not only the running crew, but also the theatrical producer, designers, and theatrical direction. Tasks and functions The production company may be directly responsible for fundraising the production or may accomplish this through a parent company, partner, or private investor. It handles budgeting, scheduling, scripting, the sup ...
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Film Production
Filmmaking or film production is the process by which a Film, motion picture is produced. Filmmaking involves a number of complex and discrete stages, beginning with an initial story, idea, or commission. Production then continues through screenwriting, Casting (performing arts), casting, pre-production, Principal photography, shooting, Sound recording and reproduction, sound recording, post-production, and screening the finished product before an audience, which may result in a film release and exhibition. The process is nonlinear, in that the filmmaker typically shoots the script out of sequence, repeats shots as needed, and puts them together through editing later. Filmmaking occurs in a variety of economic, social, and political contexts around the world, and uses a variety of technologies and cinematic techniques to make theatrical films, episodic films for television and streaming platforms, music videos, and promotional and educational films. Although filmmaking originally ...
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