I went to a hotel website that I shot some work for and it now redirects to their new URL. I called one night and spoke to the front desk. I asked if they have the same owner or a new one. He said it's the same owner. I gave the GM's name and he said he was still there too.

I asked a fellow photog if they had sold would I be entitled to relicensing fees (had I not I licensed unlimited use). His answer was that all components of a company are transfered to the new company.

Do you agree?

Usually all assets and liabilities are transferred over to the new company. So if the old company had a license with you for picture usage it would transfer over to the new owner. Of course when the time run outs or if they want additional usage they would have to renegotiate with you. But I only play an attorney on TV so you might want to consult a real one.

I guess I would agree with that. The license the original owners bought from you is probably considered an asset, and usually the acquisition of a company includes all of it's assets.

Scotti

thanks Craig. Since I licensed unlimited it's a wrap, but I was curious.

Craig,

I guess you type faster than I do.

Scotti

That is a tough question. My question would be why was there a sale? Was it for tax purposes, a reorganizing of the Corporation because of debt or simply a rebranding? My first thoughts are that the license transfer to the new Corporation. I too hope that you set a term of use for the images.

quote:

Originally posted by O. Bisogno Scotti:
[qb] Craig,

I guess you type faster than I do.

Scotti [/qb]

Maybe you need a visit from Mavis Beacon.

I doubt if it would help. On my first computer, a Mac Plus, there was a learn-to-type program that had a running dog above the keyboard while you typed. If you made a mistake, the dog would stumble and fall. I finally quit fearing reprisal from the ASPCA.

Scotti

Most good photographer contracts preclude transferring rights to a third party (via sale, etc.). However, I think it is good "karma" or whatever to relicense images (essentially, continuing the existing license) for no charge in certain situations like this one.

Just because you *can* get more money doesn't mean you always should. Each situation needs to be looked at on its own merits.

-Leslie

I rarely license unlimited, and specifically state when rights transfer is not granted. That would mean that after a sale of a company, the new owners would need to renegotiate. When I originally came up with the wording, I had an attorney recommend being specific on rights transfer. So far, it has never been an issue.

Gordon, I imagine your language is probably about as good as you can get (until Leslie graduates at least.)

Still it remains a fine point as to whether a "transfer" occurs. A corporation, for example, is a legal entity, like a person. If all of the stock passes from one person to another, *nothing* has happened to the corporation. No transfer.

Same as renaming or "rebranding" - the legal corporate name may be quite different than the public name.

With an acquisition, or with an LLC or private business, the terms are somewhat different.

Look at the huge law suit by shareholders over whether Chrysler and Mercedes-Benz "merged", or whether Chrysler was "acquired." It would be fun to jump into that one arguing usage rights. You might go broke.

Note: I don't even, ever, never want to play a corporate attorney on tv. I did help start a new subsidiary for a Fortune 5 company, and I helped with acquisitions (buying other companies) for them.

Took 6-8 months to decide that the new company would be an LLC, about a year and $1 million in consulting fees to figure out where in the US it would be located.

Oh brother - We just went through this for a project we completed in 2003 - 5 star at the time - then sold to Days Inn - HUGE hassles with copyrights and usages of images (despite registration and limited releases) - many, many $ in time and Attnys - For us it was "just how much more do we want to sink into this fight" - We're still in it for now.........BUT, we'll never - never do it again.

I've had a few companies go under on me, all the creative and intellectual projects that I worked on have always become property of the new holders. I would like to put it in my contract that title of ownership transfers back to me in the event of bankruptcy or ownership change but I really doubt it is legal.

Bancruptcy terminates even your normal rights. Not sure, but I doubt that would work.

I have lost money owed me 4 times due to bancruptcy. I was owed 2K+, 2K+, 2K+, and 1K+.

First you receive a letter forbidding you from contacting the people who owe you money or trying to collect it. Then you finally get another one, usually saying their obligation to you is discharged, so go take a hike.

You can go to court. You can file notices and claims. But there are levels of "preference" in terms of who gets paid in bancruptcy. Pretty good bet you (as one of many vendors owed money) are not top of the list. Lienholders are first.