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I can't wrap my head around this "the assets but not the liabilities" argument. Surely the asset in question here is "the right to publish a work in exchange f

I can't wrap my head around this "the assets but not the liabilities" argument. Surely the asset in question here is "the right to publish a work in exchange for paying royalties", no? The right to publish without paying anything can't be something Disney acquired, because Lucasfilm never had that right to begin with. It's as absurd buying a company and saying you acquired the asset of the employee work contracts, but not the liability of having to pay them salaries. How can anyone say this stuff with a straight face?

maxerickson 4y ago
The payments might not be tied to the rights. (I would expect the initial contract to give Lucas as much of the rights as would have been possible at the time)
linspace 4y ago
> I can't wrap my head around this "the assets but not the liabilities" argument Because it's impossible. Take a loan, acquire the money and not the debt, repeat. It's a mental bomb planted by corporate drones to melt your mind. Because if Chewbacca is not a wookie why is he living in Endor? It makes no sense.
rtpg 4y ago
The problem with legal discussions on HN is that for every strained metaphor, you can make one in the other direction. I buy some milk from Albertson's. Am I now responsible for their corporate debt? I buy _all of the milk_ from Albertson's. Am I now responsible? I buy all the milk, the veggies, the building that holds them, the delivery trucks. Am I now responsible? The point is that it isn't patently absurd in the same way that the opposite isn't patently absurd. I would imagine that Lucas owned the books, even if somebody else wrote them. And there is a royalty agreement, of course. But there is a possible context-free explanation that is at least logically consistent. The way the company buyout example works is that the company sells all their assets, then you have litigation/bankruptcy proceedings that use the money to make employees and owners as whole as possible. Employee work products are owned by the company, there isn't some unbreakable link there by default (beyond some natural rights about being able to say you are the author). But in that model, of course, if there are a lot of useful assets, a lot of money is then in the bank to pay out the employees!
- fenomas 4y ago
  > I would imagine that Lucas owned the books, If Lucasfilm ever owned the copyright to these books, they could grant themselves the right to publish without obligations. They didn't, so they never owned the copyrights, so Disney doesn't either. After all, a contract to let somebody publish your book in exchange for royalties is basically a license agreement, right? The copyright owners granted Lucasfilm a license to publish as long as certain obligations were met, same as when you publish code under GPL. Disney's position is analogous to saying they acquired the right to use your GPL code, but not any of the obligations the GPL imposes. That's why it's absurd.
  - rtpg 4y ago
    I think this metaphor doesn't pass the smell test, because there are loads of examples of products with royalty structures where ownership is kind of well defined. I don't believe that Harrison Ford owns just the vertical slices of star wars scenes he is present in. An editor of a book doesn't own just the changes they made. And for things like books based off of existing material, the author of the book doesn't own Star Wars concepts right? They're using that under a specific license as well. And yet royalty payments for movies exist. Though to your point Hollywood accounting is _the_ classic example of doing a bunch of sneaky stuff to avoid paying royalties.

maxerickson 4y ago

The payments might not be tied to the rights. (I would expect the initial contract to give Lucas as much of the rights as would have been possible at the time)

linspace 4y ago

> I can't wrap my head around this "the assets but not the liabilities" argument Because it's impossible. Take a loan, acquire the money and not the debt, repeat. It's a mental bomb planted by corporate drones to melt your mind. Because if Chewbacca is not a wookie why is he living in Endor? It makes no sense.

rtpg 4y ago

The problem with legal discussions on HN is that for every strained metaphor, you can make one in the other direction. I buy some milk from Albertson's. Am I now responsible for their corporate debt? I buy _all of the milk_ from Albertson's. Am I now responsible? I buy all the milk, the veggies, the building that holds them, the delivery trucks. Am I now responsible? The point is that it isn't patently absurd in the same way that the opposite isn't patently absurd. I would imagine that Lucas owned the books, even if somebody else wrote them. And there is a royalty agreement, of course. But there is a possible context-free explanation that is at least logically consistent. The way the company buyout example works is that the company sells all their assets, then you have litigation/bankruptcy proceedings that use the money to make employees and owners as whole as possible. Employee work products are owned by the company, there isn't some unbreakable link there by default (beyond some natural rights about being able to say you are the author). But in that model, of course, if there are a lot of useful assets, a lot of money is then in the bank to pay out the employees!

fenomas 4y ago
> I would imagine that Lucas owned the books, If Lucasfilm ever owned the copyright to these books, they could grant themselves the right to publish without obligations. They didn't, so they never owned the copyrights, so Disney doesn't either. After all, a contract to let somebody publish your book in exchange for royalties is basically a license agreement, right? The copyright owners granted Lucasfilm a license to publish as long as certain obligations were met, same as when you publish code under GPL. Disney's position is analogous to saying they acquired the right to use your GPL code, but not any of the obligations the GPL imposes. That's why it's absurd.
- rtpg 4y ago
  I think this metaphor doesn't pass the smell test, because there are loads of examples of products with royalty structures where ownership is kind of well defined. I don't believe that Harrison Ford owns just the vertical slices of star wars scenes he is present in. An editor of a book doesn't own just the changes they made. And for things like books based off of existing material, the author of the book doesn't own Star Wars concepts right? They're using that under a specific license as well. And yet royalty payments for movies exist. Though to your point Hollywood accounting is _the_ classic example of doing a bunch of sneaky stuff to avoid paying royalties.