The emergence of a new wave of distribution platforms has fragmented traditional broadcast rights deals. As a result, legal professionals must become adept at managing this new landscape. How are leagues, teams, content distributors, and advertisers and sponsors structuring media rights agreements? What legal and business issues arise in the negotiations, and how do the parties get from concept to deal?
Herrick Sports Law Group partners Irwin Kishner, Dan Etna, and John Goldman will analyze these issues and offer practical insights for legal professionals dealing with sports content and distribution.
Irwin Kishner is the chairman of Herrick's Executive Committee and a member of the firm's Corporate Department. Irwin concentrates his practice in general corporation law with an emphasis on sophisticated transactional work, including mergers and acquisitions, sports law, private equity, securities law, corporate restructurings and reorganizations, new media law, venture capital, joint venture, entertainment law, corporate finance and lending, intellectual property and licensing, employment law, equity and debt offerings and syndications in both the public and private context.
He has handled numerous mergers and acquisitions, both hostile and friendly, on behalf of acquirers, targets, and investment banks. The range of transactions includes proxy contests, joint ventures, self-tender offers, third party and spin-offs, taking public companies private, and other forms of corporate restructurings. Irwin's practice also includes advising financial institutions on regulatory issues and on derivatives and other financial instruments, as well as representation of private equity and venture capital funds and investors in fund formation (onshore and offshore), acquisitions and sales of portfolio companies. He has successfully structured, negotiated, supervised and closed many financing and capital raising transactions, including private placements, initial public offerings, PIPEs, hedge fund convertible security investments, secured and mezzanine loan facilities, project finance, workouts, reorganizations, equity and debt restructurings and negotiation of intercreditor relationships. Irwin has also represented clients in a number of high-profile senior executive employment and severance agreements and compensation packages as well as numerous corporations in the administration and establishment of employee compensation plans. Corporate boards and audit and special committees also turn to Irwin for advice on such matters as corporate governance and corporate restructurings.
He represents a number of professional sports franchises and has acted as primary counsel on several high profile team acquisitions and dispositions in all of the major sports leagues; cable television and radio contracts; internet and intellectual property rights; joint ventures; credit facilities; advertising and sponsorship contracts; development and naming rights agreements; franchise transfers and financings; major event and tournament promotions; and seat license agreements for stadiums and arenas. He has acted as lead counsel in all aspects of eleven major stadium transactions, most significantly the new Yankee Stadium, and also represents financial institutions and bond insurers in stadium finance matters and loans to teams and team owners.
Irwin’s experience includes representation of the New York Yankees in their joint venture effort with Manchester City to create Major League Soccer's New York City Football Club (NYCFC), and the continuing representation of the Club across a range of transactions. He recently advised Legends Hospitality in the deal to develop and operate the observation deck at the top of One World Trade Center, and was lead counsel to the New York Yankees and Yankee Global Enterprises in News Corp's 2012 acquisition of 49 percent of the Yankees Entertainment and Sports Network (YES), and 21st Century Fox's ensuing 2014 acquisition, which raised its ownership stake in YES to 80 percent.
Irwin’s sports experience also includes the formation of two of the country’s largest regional sports networks (YES and SNY), and the ongoing representation of both networks. He has also negotiated many significant televisions, radio and digital media rights agreements for NBA, MLB and MLS teams – including recent radio rights agreements for the Chicago Cubs, the New York Yankees and the NYCFC. Irwin has also advised on many high-profile sponsorship, marketing and advertising agreements for teams and their stadiums, including the new Yankee Stadium’s agreements with corporations such as Toyota and AT&T, as well as sponsorship agreements for major sporting events, including Army Black Knight football games, the NCAA’s New Era Pinstripe Bowl and world-championship boxing matches. Irwin provides general corporate and tax-related advice to the New York Racing Association (NYRA) in addition to his primary role as their Integrity Counsel.
Irwin frequently lectures, and appears on television and radio, on such topics as M&A, private equity, venture capital, sports financing, structured premium finance and life settlements transactions, and executive compensation, among others. Before joining Herrick, Irwin was an associate in Shearman & Sterling's mergers and acquisitions department where he participated in several high-profile hostile tender offers and numerous public and privately negotiated divestitures and acquisitions.
John Goldman is a partner in Herrick’s Litigation Department and the co-chair of the firm’s Sports Law Group.
John advises companies, family offices and high-net-worth individuals on a wide range of commercial litigation and business matters. A savvy negotiator known for transforming highly polarized battles into productive business deals, John has successfully resolved difficult disputes, including many business divorces for clients in a broad range of industries, including sports, real estate, finance and technology. In addition, John is always looking to create opportunities for Herrick’s clients, and he regularly helps to create deals through his many thoughtful introductions.
John also frequently advises franchise owners, players and sports investors in complex, multi-party negotiations, deals and disputes. He has advised on the landmark purchases of Italian Serie A soccer clubs A.S. Roma and Bologna F.C. 1909 and, most recently, the purchase of Venezia F.C. He also advised former New Jersey Devils star Ilya Kovalchuk in an arbitration between the NHL and NHLPA, and negotiations among the league, the Devils and the NHLPA which ended with Kovalchuk securing a landmark 15-year, $100 million deal.
John demonstrates his passion for spirited competition in many ways. A graduate of the University of Michigan, he is a die-hard supporter of the Wolverines and a fervent antagonist of a rival state university in Ohio. John is also a competitive age-group triathlete, having completed more than 50 events, including Ironman USA Lake Placid three times (where he has finished in the top 30% overall).
Daniel Etna is a partner in Herrick’s Corporate Department and co-chair of the firm’s Sports Law Group. He plays a primary role in deal-making negotiations, including strategizing, structuring and drafting. Dan concentrates his practice in the following areas:
Mergers & Acquisitions - including public and private company mergers, leveraged and non-leveraged equity and asset acquisitions and dispositions, troubled company restructurings and reorganizations, friendly and hostile tender offers and proxy contests, joint ventures and going private transactions.
Corporate Finance - including public offerings and private placements (PIPEs and otherwise) of debt and equity securities, issuer exchange and tender offers, multi-layered bank financings, sale/leasebacks of aircraft and other capital equipment, distressed bank debt trading and venture capital investments.
Commercial/Biotechnology Contracts - including licensing, distribution, marketing, co-branding, supply, technology transfer, and collaborative research and development agreements.
General Corporate Representation - including employment, severance and consulting agreements, stock option and other types of incentive and executive compensation plans, corporate governance issues, SEC compliance and reporting issues and general corporate advice.
Sports Law - Dan, who was named a top sports lawyer in the 2016 edition of The Best Lawyers in America, also has a significant sports law practice spanning a wide range of complex transactional matters. He regularly advises professional sports franchises in connection with stadium financings and construction, minor league team acquisitions and relocations, team ownership transfers, Internet/new media, cable television and radio contracts, naming rights agreements, non-relocation agreements, concession service agreements, credit facilities, joint ventures, memorabilia sales agreements, and advertising and sponsorship contracts. He also advises former and current NBA All-Star and NFL All-Pro players in connection with their private equity investment activities.
Dan has played a key role on many of the sports industry’s transformative concepts, including the ground-breaking partnership between the New York Yankees and New Jersey Nets (YankeeNets LLC), the creation of the Yankees Entertainment and Sports Network (YES), and the formation of Legends Hospitality, an innovative joint venture between the Dallas Cowboys and New York Yankees.
In 2012 and 2014, Dan advised the New York Yankees and Yankee Global Enterprises in one of the largest M&A deals of both years – News Corp's acquisition of 49 percent of YES, and 21st Century Fox's ensuing 2014 acquisition, which raised its ownership stake in YES to 80 percent.
Recently, Dan advised on the joint venture formation of Major League Soccer's New York City Football Club, its radio rights deal, and negotiations for the financing and development of a new soccer stadium. He also advised the Tampa Bay Lightning on the naming rights transaction for Tampa’s Amalie Arena, and the Chicago Cubs and New York Yankees in their most recent radio rights agreements. Recently he also advised the purchaser of Minor League Baseball’s Lexington Legends, a deal which included the acquisition of the team’s home stadium – Whitaker Bank Ballpark.
Dan frequently lectures on a variety of private and public company topics, as well as those relating to sports law. He has also appeared on national television and has been quoted in The Wall Street Journal, The New York Times, Forbes, The Deal, Sports Business Journal and other major newspapers and magazines. Dan is the co-editor of Herrick’s Corporate Alert, a monthly newsletter covering trends, cases of interest and legal developments in corporate law.
Very informative discussion of practical topics in a critical, emerging sector that impacts all aspects of sport.
Very enjoyable and informative.
This was really good and interesting.
Very detailed presentation.
good, fast paced industry overview
Good panel of speakers.