Tuesday, May 13, 2008

What does RIAA's new "amended corporate disclosure statement" mean?

In Capitol v. Weed, the plaintiffs have filed an amended Rule 7.1 corporate disclosure statement.

A very bizarre item is the claim that Capitol Records, Inc., has changed its name to Capitol Records, LLC., which, as the lawyers among you know, is impossible. Obviously some other transaction(s) have taken place, and the RIAA lawyers -- having attended law school -- knew that it is impossible, which means that they once again knew that they were signing a false document when they signed the amended corporate disclosure statement.

It would be interesting to know what kind of transaction actually took place at Capitol Records that the RIAA is trying to conceal from the defendants' lawyers. Certainly, if Capitol Records, Inc. has assigned its copyrights to a new entity named Capitol Records, LLC, we are entitled to know about it, and the plaintiffs would have to make a motion to amend the caption of the case, and provide discovery about the assignments of copyrights.

There are other changes involving (a) the parent company for Capitol, (b) Virgin, (c) SONY BMG, and (d) Arista.

Any thoughts?

-R.B.

Original Rule 7.1 Statement*
Amended Rule 7.1 Statement*

* Document published online at Internet Law & Regulation



Keywords: digital copyright law online internet law legal download upload peer to peer p2p file sharing filesharing music movies indie independent label freeculture creative commons pop/rock artists riaa independent mp3 cd favorite songs intellectual property

14 comments:

RTP said...

As far as doing business in California, you can look up both entities at

http://kepler.sos.ca.gov/list.html

The LLC was filed 4/25/2008; the old corporation Capitol Records, Inc. has a status of "surrender"

Anonymous said...

terra firma purchased EMI, who owns Capitol Records. In order to acquire EMI, Terra Firma created Maltby Capital Limited, which then purchased outstanding EMI stock.

Supposedly, Terra Firma is restructuring EMI, which may account for the change in INC to LLC. As a nonlaywer and nonaccountant, the internet tells me that to change to an LLC, Capitol would have had to sell its assets to the LLC, which is not a simple name change. Ray raises an interesting point about the registry of copyrights, and how that transfer was handled.

Q

Ray Beckerman said...

You can't turn a corporation into an llc.

Period.

Ray Beckerman said...

I've rejected several posts as off topic, which just describe differences betweeen LLC's and corporations.

The point here is that (a) there are lots of ways to transfer one's assets and business operations to an LLC from a corporation, but (b) there is no way to just turn a corporation into an LLC.

Secondly, a rule 7.1 corporate disclosure statement is meant to disclose ownership of business entities which are parties to a litigation. It CANNOT be used to change the parties.

Plaintiffs' counsel are committing a fraud upon the Court. However, I think the Judge went to law school, too.... and will not be pleased.

Alter_Fritz said...

RTP wrote:
"[...]Capitol Records, Inc. has a status of "surrender"[.]"

http://thepiratebay.org/tor/4112427/EmilyRichards-Surrender.mp3

but it seems (due to career changes maybe?) that the swarm is dead, so "surrender" here:

http://michael.robertson.googlepages.com/home

A_F

Alter_Fritz said...

TOTAL OFF TOPIC,

but I wanted to say thanks to EMI for suing the company that is associated with the previous post.

While I did remember to have read about this lawsuit a while back somewhere I didn't know about that service at all so far.
THIS here is not intended as marketing for them, but while I was searching for the link used in the above comment, I thought if it's fast and painlessly to register a free locker why not try it. So now me has an account too, and what I see at first glance this looks sweet:
452,995 Free tracks from 50,045 Artists
Updated: 05/11/2008 05:00 pm

Thanks again EMI for suing mp3tunes and making that service more known this way, I guess I have now more then enough hours to listen to stuff not produced by YOU! :-)

Rick Boatright said...

uh, it means that the RIAA doesn't take this stuff seriously, and they're being sloppy. Admittedly, they SHOULD have said something along the lines of how the one corporation was sold entire to the other.

But, uh, they're being sloppy...

What this tells us is that the RIAA doesn't take ANY of these various lawsuits seriously.

RTP said...

Also noticed that Capitol Records LLC is one of the plaintiffs in the litigation against Project Playlist (United States District Court, Southern District of New York, Civil Action No. 08-CIV-3922-DC).

Anonymous said...

It means that the plaintiffs hope that since by and large they've had good luck in getting busy judges to accept their line of bull because the defendants either don't respond *ahem*sewerservice*ahem* or don't know how to correctly answer even their most absurd claims and procedural irregularities, that they could fly an asset transfer or God knows what under the radar in the same way.

It'll probably work some of the time - not because judges are incompetent, but simply because they have no reason to expect that anybody would do something this weird in the middle of a case. In any case where a defendant asserts improper parties or changes, it'll hit the fan.

Fortunately, I'm not a litigator, because I'd be gleefully walking into the next proceeding and asking opposing counsel, "By the way, who do you actually represent?" There'd be no good answer to that question.

Anonymous said...

http://corp.delaware.gov/conversions.shtml

Delaware Law allows for the conversion of one entity type to another entity type. Here are a list of forms that are available

http://corp.delaware.gov/DE%20or%20Non-DE%20Corp%20to%20DE%20LLC.pdf

I'm confused (as usual)

Is this not the form to convert from a Inc to a LLC?

Anon-JN

Ray Beckerman said...

As you can see it's not a "change of name" as the plaintiffs' lawyer falsely represented to the Court. It is, in effect, a dissolution of one entity and a formation of a new one.

IF that was the procedure employed, it would require a motion to amend the caption and an explanation of what has transpired.

However, we do not know that that is the type of procedure that was used. It may have been something else again.

No one's confused except the lying RIAA lawyers who filed this false Rule 7.1 corporate disclosure statement.

Ray Beckerman said...

I can't wait for a judge to finally slap these lawyers with Rule 11 sanctions.

Scott said...

Maybe they're moving assets around -- firewalling them -- in anticipation of the possibility of losing a lawsuit somewhere down the road.

Giggity said...

So, they should have filed a motion to substitute parties?