Even if I try to understand Disney's argument in the most favorable light possible, I cannot follow it. Thinking through different situations, I can't come up with any that make sense to me.
* If I consider "We acquire assets not liabilities" in a bankruptcy court, that could make sense to me, because that is the context in which assets are pooled together to cover the highest priority liabilities while voiding all other liabilities. This clearly isn't the case because the Star Wars assets were not acquired through a bankruptcy court.
* If I consider it as a purchase of assets from another company, then the liabilities stay with the original company. This clearly isn't the case because Lucasfilm no longer exists as an independent company.
* If I consider it as a purchase of assets, followed by the original company declaring bankruptcy, that could result in assets being purchased with liabilities no longer existing. This clearly isn't the case, because Lucasfilm was acquired and merged with Disney, and never itself declared bankruptcy.
I can't come up with any explanation in which Disney's defense makes any bit of sense whatsoever.
There is also the important argument that all contracts for a % of revenue or profit immediately become meaningless if you allow this. Create any film in a number corporation then transfer the film only to a different corporation. The original shell corporation has all the liabilities but no assets to pay them. Too bad for the creators.
That is mergers and acquisitions 101. Look at any mining or chemical company that merges itself into a new entity without taking along its abandoned worksites in need of environmental reclamation.
The interesting part is Lucas's role in all of this. I want to see the purchase contracts. It might actually say in there that Lucas was supposed to buy out these rights and deliver the assets clean of obligations. If I were advising, I would say sue both Lucas and Disney and let them fight it out amongst themselves.
My understanding is that film companies already do a variation on this, where actors are hired by a shell company that is ""hired"" by the main company to produce the film. Thus, the company that hired the actors (and that they have a %-revenue share contract with) makes little to no profit.
Couple of companies I have worked for held their real estate properties in a sub-companies which allowed them to carve off assets as needed. All these companies owned was the asset themselves and liabilities directly associated with the asset. I can see how just selling the films and the film characters could be similar.
Maybe it explains Disney declaration of the EU being no longer canon? I am not familiar enough to know where this writer’s content sits. If it’s considered EU, it’s possible that they don’t hold that liability.
I don't think canon status has anything to do with legal obligations. at least I really hope it doesn't; that would be a crazy legal mechanism. the book in question would probably be considered canon anyway. novelizations of the films are only one step below the films themselves in canon status.
Disney bought the operating businesses of Star Wars, Indiana Jones, and Lucasfilm in live-action film production, consumer items, video games, animation, visual effects, and audio post-production as part of the agreement. Disney also bought Lucasfilm’s entertainment technology portfolio.
If this author’s work wasn’t part of that buy…I’m not sure why Disney would be on the hook for the royalties.
Canon is probably mentioned in the contract re Lucas. He is certainly forbidden from releasing new content that is in any way connected to SW. He is also probably under some sort of obligation not to do interviews or release statements about what is and isn't cannon. Hypothetically, if Lucas came out and said that Episode II was a mistake that shouldn't be cannon, or admit that the existence of the Christmas special, Disney would go after him for acting in bad faith.
It sounds like they're filling the air of the court with words that sound good, individually, for their case, also signalling that they have a lot of power and authority, very good lawyering, prestigious lawyers.
It's like a collage of arguments that have stood up in court. Just like their contracts are collages.
Their contribution is the glue. Like glue code, glue sentences. Transition sentences. Stapling pages together.
So there's like a pecking order of lawyers, from my post-brain-surgery reconstruction of reality. It's like, lawyers don't really duke it out in court even metaphorically, they have a reputation with each other, emnities surprisingly, alliances unsurprisingly, they don't use all the arguments they could use.
Well it's based on fighting, I know that well, it's words-fighting. That's its origin, that's exactly what the fuck it is, you talk stupid so you hire an eloquent tongue-tier to say beautiful things for your case. Before the lawyer era--in the champion era--the client fought poorly (was weak), so he paid a strong fighter who would fight for him.
I am however qualified to say what it would be like today if we still had champions instead of attorneys. I would do the same thing if I both were a bad man and agreed to fight on behalf of others for pay. Dude pro-wrestling! Faces and heels! All the way! Then you don't get hurt, ever! All the champions pretend to fight tooth and nail but don't, you hurt him he hurts you back, so it's dance-fighting choreography shit. You keep the fight going if you're paid by the second, and mostly you don't truly want to win for the sake of person you're defending. For your fighting record yeah, not for your client. You might owe the opponent a favor, it was his turn last time. And there's a pecking order, you don't just take any fight against any fighter. There is power projection, linked to price.
Because of all the champions there can only be one champion and the all of the rest are champions who aren't the champion.
Since Disney is not facing legal threat, there is no requirement for legal argument. Only PR statements suffice. There is no need to say something legally valid.
From the corporate viewpoint contracts only matter if there is credible threat of enforcing the contract. If there is none, they can brush it off.
Shaming game tries to attack reputation, but big corporations like Disney have deals with them for decades and they know masses don't turn against them.
This is basically correct, but I'd refine it a bit, and note that it's about opportunity cost for the victim to pursue justice being much higher than the upside of a victory. This is a side-effect of a justice system that prices most people out of using it effectively. Interestingly, this failure of the justice system is responsible for a lot of today's "cultural" problems, but for some reason it never gets named as the underlying factor.
Rephrasing, I can understand perfectly from the context of motives and incentives, where a company's incentive is to maximize their bank account regardless of the law. The confusion comes from why they bothered with this particular explanation. Usually, maximizing a company's bank account in the face of potential legal threat either means ignoring somebody entirely for the case of small fry, or starting the PR posturing that will eventually become a full legal defense.
If the legal defense is as flimsy as it seems to me, then the only reason for this type of PR statement would be to demoralize others. To send a message that their actual legal defense doesn't even matter, because they'll win anyways. This seems like a pretty strong statement to make, so I'm trying to figure out where my misunderstanding lies.
Comments
Even if I try to understand Disney's argument in the most favorable light possible, I cannot follow it. Thinking through different situations, I can't come up with any that make sense to me.
* If I consider "We acquire assets not liabilities" in a bankruptcy court, that could make sense to me, because that is the context in which assets are pooled together to cover the highest priority liabilities while voiding all other liabilities. This clearly isn't the case because the Star Wars assets were not acquired through a bankruptcy court.
* If I consider it as a purchase of assets from another company, then the liabilities stay with the original company. This clearly isn't the case because Lucasfilm no longer exists as an independent company.
* If I consider it as a purchase of assets, followed by the original company declaring bankruptcy, that could result in assets being purchased with liabilities no longer existing. This clearly isn't the case, because Lucasfilm was acquired and merged with Disney, and never itself declared bankruptcy.
I can't come up with any explanation in which Disney's defense makes any bit of sense whatsoever.
There is also the important argument that all contracts for a % of revenue or profit immediately become meaningless if you allow this. Create any film in a number corporation then transfer the film only to a different corporation. The original shell corporation has all the liabilities but no assets to pay them. Too bad for the creators.
That is mergers and acquisitions 101. Look at any mining or chemical company that merges itself into a new entity without taking along its abandoned worksites in need of environmental reclamation.
The interesting part is Lucas's role in all of this. I want to see the purchase contracts. It might actually say in there that Lucas was supposed to buy out these rights and deliver the assets clean of obligations. If I were advising, I would say sue both Lucas and Disney and let them fight it out amongst themselves.
My understanding is that film companies already do a variation on this, where actors are hired by a shell company that is ""hired"" by the main company to produce the film. Thus, the company that hired the actors (and that they have a %-revenue share contract with) makes little to no profit.
That's my understanding as well. That the fraud is so widespread with very few consequences, that it is also referred to as "Hollywood accounting"[0].
[0] https://en.wikipedia.org/wiki/Hollywood_accounting
Couple of companies I have worked for held their real estate properties in a sub-companies which allowed them to carve off assets as needed. All these companies owned was the asset themselves and liabilities directly associated with the asset. I can see how just selling the films and the film characters could be similar.
Maybe it explains Disney declaration of the EU being no longer canon? I am not familiar enough to know where this writer’s content sits. If it’s considered EU, it’s possible that they don’t hold that liability.
I don't think canon status has anything to do with legal obligations. at least I really hope it doesn't; that would be a crazy legal mechanism. the book in question would probably be considered canon anyway. novelizations of the films are only one step below the films themselves in canon status.
According to this: https://blog.ipleaders.in/star-wars-is-owned-by-disney-walt-...
If this author’s work wasn’t part of that buy…I’m not sure why Disney would be on the hook for the royalties.
Canon is probably mentioned in the contract re Lucas. He is certainly forbidden from releasing new content that is in any way connected to SW. He is also probably under some sort of obligation not to do interviews or release statements about what is and isn't cannon. Hypothetically, if Lucas came out and said that Episode II was a mistake that shouldn't be cannon, or admit that the existence of the Christmas special, Disney would go after him for acting in bad faith.
It sounds like they're filling the air of the court with words that sound good, individually, for their case, also signalling that they have a lot of power and authority, very good lawyering, prestigious lawyers.
It's like a collage of arguments that have stood up in court. Just like their contracts are collages.
Their contribution is the glue. Like glue code, glue sentences. Transition sentences. Stapling pages together.
So there's like a pecking order of lawyers, from my post-brain-surgery reconstruction of reality. It's like, lawyers don't really duke it out in court even metaphorically, they have a reputation with each other, emnities surprisingly, alliances unsurprisingly, they don't use all the arguments they could use.
Well it's based on fighting, I know that well, it's words-fighting. That's its origin, that's exactly what the fuck it is, you talk stupid so you hire an eloquent tongue-tier to say beautiful things for your case. Before the lawyer era--in the champion era--the client fought poorly (was weak), so he paid a strong fighter who would fight for him.
I am however qualified to say what it would be like today if we still had champions instead of attorneys. I would do the same thing if I both were a bad man and agreed to fight on behalf of others for pay. Dude pro-wrestling! Faces and heels! All the way! Then you don't get hurt, ever! All the champions pretend to fight tooth and nail but don't, you hurt him he hurts you back, so it's dance-fighting choreography shit. You keep the fight going if you're paid by the second, and mostly you don't truly want to win for the sake of person you're defending. For your fighting record yeah, not for your client. You might owe the opponent a favor, it was his turn last time. And there's a pecking order, you don't just take any fight against any fighter. There is power projection, linked to price.
Because of all the champions there can only be one champion and the all of the rest are champions who aren't the champion.
I think it's very clear to follow. Here is why:
Since Disney is not facing legal threat, there is no requirement for legal argument. Only PR statements suffice. There is no need to say something legally valid.
From the corporate viewpoint contracts only matter if there is credible threat of enforcing the contract. If there is none, they can brush it off.
Shaming game tries to attack reputation, but big corporations like Disney have deals with them for decades and they know masses don't turn against them.
This is basically correct, but I'd refine it a bit, and note that it's about opportunity cost for the victim to pursue justice being much higher than the upside of a victory. This is a side-effect of a justice system that prices most people out of using it effectively. Interestingly, this failure of the justice system is responsible for a lot of today's "cultural" problems, but for some reason it never gets named as the underlying factor.
Rephrasing, I can understand perfectly from the context of motives and incentives, where a company's incentive is to maximize their bank account regardless of the law. The confusion comes from why they bothered with this particular explanation. Usually, maximizing a company's bank account in the face of potential legal threat either means ignoring somebody entirely for the case of small fry, or starting the PR posturing that will eventually become a full legal defense.
If the legal defense is as flimsy as it seems to me, then the only reason for this type of PR statement would be to demoralize others. To send a message that their actual legal defense doesn't even matter, because they'll win anyways. This seems like a pretty strong statement to make, so I'm trying to figure out where my misunderstanding lies.