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Counseling Clients in the Entertainment Industry 2012 - Television, Video & User-Generated Content; Videogames & Computer Entertainment; Building an Entertainment Law Practice; Ethics


Speaker(s): Adam Sultan, Dan Offner, Edward S. Williams, Howard Siegel, Kenneth M. Kaufman, Kirk T. Schroder, Lisa A. Williams-Fauntroy, Marc S. Roth, Professor Bruce A. Green, Rosemary Carroll, Seth Krauss
Recorded on: Mar. 12, 2012
PLI Program #: 34192

Seth Krauss joined Take-Two Interactive Software, Inc. in March 2007 as Executive Vice President and General Counsel.

Take-Two is a leading worldwide publisher and developer of interactive entertainment software through its wholly owned labels Rockstar Games and 2K, which publishes its titles under 2K Games, 2K Sports and 2K Play. The Company's proprietary brand franchises include Grand Theft Auto, LA Noire, Max Payne, Midnight Club, Red Dead Redemption, Sid Meier's Civilization®, and BioShock®. Its licensed brands include the sports games Major League Baseball® 2K, NBA® 2K, and NHL® 2K.

Take-Two is headquartered in New York City, with its European headquarters in Windsor (England) and Asian headquarters in Singapore. Take-Two development studios located or around Baltimore, Boston (2), Bruno (Czech), Canberra (Australia), Edinburgh (UK), Leeds (UK), London, San Diego, San Francisco (2), Seattle, Shanghai, Seoul, Toronto, Vancouver; product testing studios located in Los Angeles,  Lincoln (UK) and Chengdu (China); and sales and marketing offices located in Albany (New Zealand), Breda (Netherlands), London, Madrid, Munich, New York, Paris, San Francisco, Seoul, Sydney, and Tokyo.

Seth supervises a team of professionals who are responsible for Legal and Business Affairs, Risk Management and Internal Audit. Prior to joining Take-Two, Seth worked at Morgan Stanley, where he served as an Executive Director in the Legal and Compliance Division. Most recently, he was responsible for coordinating all significant regulatory and law enforcement matters in the U.S. and served as one of the Firm's senior liaisons to its regulators, including the U.S. Securities and Exchange Commission (SEC), National Association of Securities Dealers (NASD), and the New York Stock Exchange (NYSE).

From 1995 until joining Morgan Stanley in 2004, Seth served as an Assistant District Attorney and Senior Investigative Counsel in the New York County District Attorney's Office. At the DA's Office, Seth was responsible for leading complex, long-term investigations into violations of securities, banking, accounting, taxation and related laws and regulations, working closely with the SEC, NASD, as well as federal, state, and international financial regulators and law enforcement agencies. Among other matters, he co-led the Office's investigation of the role of financial institutions in Enron's collapse.

Seth graduated from Duke University in 1992. He served as a Trustee on Duke's Board form 1992-1995. Mr. Krauss received his law degree from Washington University, School of Law in 1995.


Adam Sultan has served as the General Counsel and Senior Vice President, Business and Legal Affairs and Corporate Secretary of Majesco Entertainment Company, a video game publisher, since 2005.  In this role he represents the Company in all legal matters and serves as legal advisor to the CEO, Board of Directors, and senior management.  He oversees all business negotiations and agreements, protection and management of the Company's intellectual property, and corporate governance, among other functions. 

Adam is also the Head of Product Acquisition, Licensing and Strategic Partners.  In this role he oversees the Company's efforts to acquire new products and partner with significant brands and content holders. This includes responsibility for new business development, licensing, and the Company's product selection/green light process.  He is a member of senior management contributing to the overall strategic direction of the Company, reporting to the CEO.

Prior to joining Majesco, Adam worked in the New York office of the law firm Mintz, Levin, Cohn, Ferris, Glovsky and Popeo focusing on business, finance, licensing and technology transactions.

Adam received his law degree from Fordham University and completed his undergraduate education at Rutgers University.

He lives in Brooklyn with his wife and four children.


Lisa A. Williams-Fauntroy is Senior Vice President for Business & Legal Affairs at Discovery Communications, LLC.  Discovery is a global media company that owns and operates many cable networks including Discovery Channel, TLC, Animal Planet, Science Channel and Investigation Discovery. 

At Discovery, Lisa manages and handles business and legal affairs matters for the company’s largest television network, Discovery Channel, as well as Science Channel and Velocity.  When Lisa joined Discovery in March of 1997, she began her career in the legal department focusing on transactional work for network productions, talent deals and pre-broadcast review of legal issues for the company’s programming.  Since starting at Discovery, Lisa has worked for nearly every network in the company and has had the opportunity to contribute her legal and business skills to many content and corporate deals for the company’s joint ventures and new businesses.

Currently, as a business and legal affairs executive, Lisa manages a bi-coastal team and she serves as a collaborative and strategic partner to the development, production and programming teams at Discovery Channel and for other networks.  Her practice area includes complex deal negotiations and transactional work and she advises internal clients on content liability matters related to defamation, publicity, privacy and copyright issues. 

Prior to joining Discovery, Lisa was an associate at the Washington, D.C. law firm formerly known as Roberts & Eckard, P.C. (now Davis Wright Tremaine, LLP).  She is a graduate of Syracuse University, where she received a dual degree in Broadcast Journalism and Sociology, and a graduate of Georgetown University Law Center, where she received her law degree.  Lisa lives in Washington, D.C. with her husband and two children.

Lisa is a board member for the national board of NAMIC (National Association for Multi-Ethnicity in Communications) and the Duke Ellington School of the Arts in Washington, DC.  She serves as a mentor to professional women both inside and outside of her company and she has been a regular contributor to the Practicing Law Institute’s Faculty on Counseling Clients in the Entertainment Industry.


Dan Offner has 25 years of experience as a lawyer and entrepreneur.  He has been an outside general counsel and deal lawyer for small, medium, and large companies in the technology and interactive entertainment industries.  He has done hundreds of M&A deals, incorporations, financings, technology, and content deals, and has and has built and led numerous legal departments and deal teams for domestic and international clients.  He is also an active angel investor and board member who appreciates the challenges of being an entrepreneur and a businessman.

Dan began his legal career working as a lawyer for his father, Elliot Offner, an artist, sculptor, printmaker and typographer (www.elliotoffner.com). 

He then worked for the outside general counsel’s office for the Teenage Mutant Ninja Turtles and Eric Carle (the author and illustrator of The Very Hungry Caterpillar) before starting Offner & Anderson, P.C. in 1995, which he built into the largest interactive entertainment law firm in the industry before its acquisition by Nixon Peabody in 2006.

In the interactive entertainment industry, Dan represented THQ, Ubisoft, Konami, sciEidos, Sony Computer Entertainment, Warner Music, Gameloft, Emergent Game Technologies and Trion as well as private equity firms and other investors active in the videogame space.  From 1995 to 2012, Dan did some of the major transactions for his clients, such as Ubisoft’s acquisition of Redstorm (the Tom Clancy games) and The Learning Company Entertainment Assets, which included Myst and Prince of Persia, Trion’s deal with the SciFi Channel for a game that was both a tv show and a massively multiplayer online game, and the purchase of Harmonix by the private equity group Columbus Nova.

Following the merger of Offner & Anderson with Nixon Peabody, Dan took up the position of capital partner and Deputy Practice Group Leader of Nixon Peabody’s Venture Practice Group, and then Practice Group Leader of its IP Transactions Group.  In 2010, he was recruited by Loeb & Loeb LLP to head Loeb’s interactive entertainment practice.

Dan left the partnership at Loeb in 2012 to pursue his entrepreneurial dreams and goals.

Shortly after leaving Loeb at the end of 2012, Dan began working with Oculus VR, Inc. in 2013, and quickly became Oculus’ sole outside general counsel through the closing of the Facebook Oculus transaction at the end of July in 2014.   He has founded his law firm O&A, P.C.  (www.oandapc.com) and an angel investment firm  (www.blue-heron-ventures.com) to provide to other startups the services and help that he provided to Oculus as its outside general counsel and angel investor.


Howard Siegel is a senior partner in Pryor Cashman's Entertainment Group. He has more than 40 years experience in representing clients in all aspects of the entertainment business, with a particular emphasis on the music industry, during which time he has served as counsel to many of the industry’s most prominent recording artists, songwriters, producers, managers, and executives.

Mr. Siegel has also been involved in a number of music publishing company sales and acquisitions, as well as having advised on a variety of transactions involving the sale and purchase of master recordings and other entertainment-related assets.

Mr. Siegel is the former Chair of the Section on Entertainment, Arts and Sports Law of the New York State Bar Association, former Chair of the New York State Bar Association Committee on the Music and Recording Industry, and an Associate Member of the National Academy of Recording Arts and Sciences.

Mr. Siegel is a frequent lecturer for the Practicing Law Institute and serves as Co-Chair of PLI’s Counseling Clients in the Entertainment Industry. He is also a speaker for the New York Law Journal Seminar Press and the Continuing Legal Education Seminars of the New York State Bar Association. Mr. Siegel served as judicial clerk at the New York State Court of Appeals from 1970 to 1972. He is an adjunct Professor of Law at Fordham Law School and a member of the Editorial Board of Entertainment Law and Finance and of Multimedia Web Strategist, as well as the Editor-in-Chief of the nationally distributed book Entertainment Law, currently in its fourth edition, and author of several articles dealing with the entertainment, music and copyright practice.

Every year since 2007, Mr. Siegel has been designated as one of the “Super Lawyers” – a ranking of the top 5% of all attorneys in the New York Metropolitan area. He also has been recognized by The Hollywood Reporter as one of the top 100 “Power Lawyers” in the entertainment industry as well as being named one of the "Top Media and Entertainment Lawyers" by Chambers USA for several years.

Mr. Siegel is a member of the New York, Nevada and California Bars and a summa cum laude graduate of Syracuse University College of Law where he was Order of the Coif, Editor-in-Chief of the Syracuse Law Review (1970) and a member of the Moot Court Board (1969-70).


Marc Roth works with clients to comply with state and federal laws and rules governing privacy, social media, sweepstakes, telemarketing, and advertising. He also counsels clients on transactional matters, and guides them through federal and state government investigations.

Previously chief compliance counsel for a Time Warner company and an FTC staff attorney, Marc draws upon decades of consumer advertising and marketing law experience when counseling clients. He frequently speaks and writes about privacy and telemarketing issues.

Marc drafts and amends online and offline privacy policies, and advises companies on how data may be collected, shared, and used in partner marketing arrangements. He also advises clients on laws governing data use and security. These include the Children’s Online Privacy Protection Act, the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, the Video Privacy Protection Act, HIPAA, the CAN-SPAM Act, and the E.U. Data Protection Directive.

In the marketing arena, Marc counsels clients on how to develop and manage telemarketing programs that comply with the Telemarketing Sales Rule, the Telephone Consumer Protection Act, and applicable state laws. He also advises companies on how to develop and manage free trial, negative option, and continuity marketing programs in compliance with all applicable laws, regulations and credit card processing rules.

Additionally, Marc counsels clients preparing to conduct marketing campaigns through online social networks.


Rosemary Carroll graduated from Duke University and received her law degree from Stanford University. She has worked in the field of entertainment law since her graduation from law school, first as an associate at Philips, Nizer, Benjamin, Krim & Ballon and then as Counsel at Tri-Star Pictures and Sony Pictures.  She started her own law firm in Los Angeles in 1989.  That firm has grown into Carroll, Guido & Groffman, LLP with offices in Los Angeles, New York City, and Nashville.  The firm specializes in the representation of artists and entrepreneurs in the music and new media industries.

Ms. Carroll’s practice is focused on the representation of recording and performing artists and songwriters throughout their careers including Rock and Roll Hall of Fame members Patti Smith and Iggy Pop, as well as The Strokes, Lucinda Williams, and Rufus Wainwright.  She is also on the boards of not-for-profit organizations New Art Publications, Inc. (the publisher of B¤MB magazine) and St. Mark’s Poetry Project.  Ms. Carroll lives in New York City with her husband and two children.


Bruce A. Green holds the Louis Stein Chair at Fordham Law School, where he directs the Louis Stein Center for Law and Ethics.  He teaches and writes primarily in the areas of legal ethics and criminal law, and has been involved in various bar association activities, including many in these fields.  Professor Green currently chairs the N.Y. City Bar’s Committee on Professional Ethics, and he is a member and past chair of the N.Y. State Bar Association’s Committee on Professional Ethics.


Kenneth M. Kaufman was Senior Counsel in the Washington, D.C. office of Manatt, Phelps & Phillips, LLP.  His practice focuses on copyright, entertainment and media law, content and music licensing, digital media, and sports law.  He represents a wide range of clients including international media and publishing companies, television networks and distributors, music publishers, digital media and technology companies, telecommunications companies, photographers, visual artists, copyright licensing companies, software publishers, Broadway theatre producers, private equity firms, foundations, composers, recording artists and authors.

Ken is a recognized authority in the fields of copyright and entertainment law.  He was named the Washington, D.C. Copyright Law “Lawyer of the Year” in 2014 by The Best Lawyers in America (where he is currently listed in the practice areas of copyright law, intellectual property litigation, entertainment law-music, and entertainment law-motion pictures and television).  He has also been recognized by Chambers USA: America’s Leading Lawyers for Business, Washington, D.C. Super Lawyers, Washingtonian Magazine’s Best Lawyers, and Legal Times.  For several years he was a Visiting Lecturer at Yale Law School, teaching a course on copyright, entertainment and Internet law, and has taught a course on copyright law at George Washington University Law School.  In 2016 and 2017 he was an Advanced Leadership Initiative Fellow at Harvard University, where he has spoken on coalition building in education for gender equality.

Ken has extensive experience as both in-house and outside counsel in the entertainment and communications industries.  Immediately prior to joining Manatt, he was a partner at Skadden, Arps, Slate, Meagher & Flom LLP.  Previously, he served as Senior Vice President, General Counsel of Showtime Networks Inc. in New York; as Senior Vice President, Corporate Affairs and General Counsel of PolyGram Records, Inc. in New York; and as General Counsel of The John F. Kennedy Center for the Performing Arts in Washington, D.C.  In two of those positions, he was the first in-house attorney and organized the in-house legal department.  Previously, he served as Assistant Counsel of a U.S. Senate Judiciary Subcommittee.

Ken co-chairs the annual PLI conference on Counseling Clients in the Entertainment Industry and serves on the Governing Committee of the ABA’s Forum on the Entertainment and Sports Industries and on the Planning Committee for the annual Stanford Digital Economy Best Practices Conference.  He teaches an annual course on “Copyright Law and Litigation” for the D.C. Bar, is a member of the Board of Directors of Washington Area Lawyers for the Arts, and has served as a Trustee and Chair of the Washington, D.C. Chapter of the Copyright Society of the U.S.A.  He is a graduate of Harvard College (magna cum laude) and Yale Law School (where he was an Editor of the Yale Law Journal), and is admitted to practice in New York, California and the District of Columbia.

 


Kirk T. Schroder is a partner in the Schroder Davis law firm. Kirk has practiced entertainment law for over 20 years with a particular focus on film and television and literary publishing matters. In the past, Kirk has served as counsel to major Hollywood studio projects, including various films for Universal Pictures. Kirk’s recent film and television projects include serving as counsel to the PBS television series “Mercy Street”, Animal Planet’s television series “Yankee Jungle”, the movie adaptation of David Baldacci’s “ Wish You Well” and finance counsel to several film investment groups. In the literary field, Kirk has worked with recently published books “Redemption Alley” (Rodale) and “Mister Owita’s Guide to Gardening” (Putnam) as well as projects for award winning author Dean King. He is the Immediate Past Chair of the American Bar Association Entertainment & Sports Law section. He is a frequent speaker on entertainment and art related topics around the country. He is a past program chair of the Harvard Law School/ABA Symposium on Entertainment Law. Past faculty appointments have included the University of Virginia and the University of Richmond Schools of Law and VCU's Graduate School of Arts. In addition to being selected to The Best Lawyers In America®, Kirk is AV-rated by Martindale-Hubbell, its highest rating for lawyers.


Edward Williams is a senior analyst in BMO Capital Markets’ Equity Research Group, covering the interactive entertainment and leisure industries. Edward has hosted our annual interactive entertainment conference, which is considered a premier industry event for institutional investors. Edward publishes GamePlay, a monthly review of the interactive entertainment industry. Prior to joining BMO Capital Markets, he spent five years covering entertainment and leisure companies for Monness Crespi Hardt & Co., Inc. He is a member of the New York Society of Security Analysts. Edward joined BMO Capital Markets in 1999.

Edward holds a Bachelor of Arts from Bucknell University.