TSA Pre-Signing Review
Quantify the rights and residuals exposure before signing.
Fixed-fee proposal in 48 hours. Senior team on day one. The first conversation is always free.
A media and entertainment carve-out TSA carries rights libraries, residuals and royalty accounting, music and synch licenses, talent guild obligations, master and dub asset libraries, ad tech stacks, subscriber identity, and broadcast or distribution pipes that all sit inside the seller's perimeter on Day One. The work belongs inside the broader carve-out advisory framework with industry overlays that change the cutover sequence, the rights perimeter, and the exit ramp. A Newco that streams a title on Day Two without a clean chain of title is a Newco that has invited a takedown notice and a guild grievance no operating partner wants to explain.
A media library is a stack of contracts, not a stack of files. Every title carries an underlying rights agreement, a chain of title from author through producer to current copyright owner, talent agreements with name and likeness clauses, music licenses across synch and master use, sample clearances, archival footage licenses, and territory windows by platform. The Newco needs every chain of title document in its rights management system on Day One. A title that streams without a verifiable chain is a title that invites an injunction.
Rights management platforms such as Rightsline, FilmTrack, Mediamorph, or a custom internal system carry the active license obligations, the window calendar, and the exclusion rules. The Newco needs every active license loaded, every window enforced, and every reporting obligation aligned with the receiving licensee on Day One. The platform contracts with Netflix, Amazon, Disney, Warner Bros. Discovery, Paramount, Apple, and the FAST distributors carry their own consent and notification cadence.
Copyright registrations with the United States Copyright Office, trademark registrations with the USPTO, and foreign equivalents all carry across with the title. Recordation of the change of ownership at the Copyright Office protects the chain of title against later disputes. The pattern overlaps with the broader carve-out customer contract assignments playbook.
Residual payments under the SAG-AFTRA, DGA, WGA, AFM, and IATSE collective bargaining agreements run through a participations and residuals engine, typically Vistex, Counterpoint, or Rightsline residuals. Every title carries a cast list, a contract type, a residual formula, a reuse fee schedule, and a streaming residual structure under the latest agreement. The Newco needs the full participations ledger on Day One. A late residual triggers a guild claim, interest, and a hearing the Newco cannot avoid by claiming it inherited the obligation.
Music royalties run through ASCAP, BMI, SESAC, GMR, and SoundExchange on the performance side and through the Mechanical Licensing Collective on the mechanical side. A media Newco carries blanket licenses, micro licenses, library music agreements, and master use licenses across thousands of cues. The royalty engine has to reconcile the cue sheet, the platform usage report, and the royalty obligation against the participation ledger. A music cue that runs without a clean license is a cue that triggers a copyright infringement claim.
Author royalties for tie in books, video game royalties, merchandise royalties, and franchise participation payments all sit inside the same ledger. The pattern overlaps with the broader TSA intellectual property licensing playbook.
Media asset management platforms such as Avid MediaCentral, Iconik, Cantemo Portal, EditShare Flow, Dalet, and Empress Trinity carry every master, mezzanine, proxy, dub, subtitle file, closed caption, audio description, and metadata record. The Newco needs the active library on its own MAM with a complete metadata schema on Day One. A platform that requires an IMF package delivery on a Tuesday cannot receive that package from a MAM the Newco does not control.
Cloud archives on AWS Deep Glacier, Azure Archive, Wasabi, Backblaze B2, or LTO libraries carry petabytes of master and original camera files. The cutover plan accounts for egress costs, transfer durations measured in weeks, and the verification pass under fixity check standards. A media Newco that starts library migration the day after close is a Newco that operates on the seller's storage for the full TSA window with extension fees that scale with the data footprint.
Delivery to platforms runs through Aspera, Signiant, IBM Aspera on Cloud, or the platform's own ingestion portals. Each delivery profile carries technical specifications, codec requirements, audio configurations, and metadata structures. The Newco's operations team has to inherit every delivery template at cutover. The plan should reference the broader TSA exit data migration strategy playbook.
A direct to consumer streaming business runs on a stack of subscription billing, identity, content delivery, ad insertion, ad server, supply side platform, and audience measurement. Stripe, Recurly, or Zuora handle subscription billing. Auth0, Cognito, or a custom identity service handle login. Akamai, Cloudflare, or Fastly handle delivery. Google Ad Manager, FreeWheel, SpringServe, or Magnite handle ad serving. Each contract assigns or refiles separately. A subscriber sign in flow that breaks on Day One is the most visible failure mode of a media carve-out.
Privacy and consent under GDPR, CCPA, CPRA, the Children's Online Privacy Protection Act, the Video Privacy Protection Act, and platform specific consent frameworks all sit inside the day one posture. A Newco that ingests viewer data without a current privacy notice and a working consent management platform is a Newco that has invited a regulator complaint.
Audience measurement under Nielsen, Comscore, VideoAmp, or iSpot.tv carries certification, data feed, and weekly reporting obligations. Linear broadcast carriage runs through transponders, fiber, satellite, and master control facilities with their own contractual stack. The pattern overlaps with the broader carve-out data separation under GDPR playbook.
Signatory status with SAG-AFTRA, DGA, WGA, AFM, and IATSE carries through change of ownership with a documented assumption agreement, a current bond, a payroll service relationship, and a residuals processing arrangement. The Newco needs to confirm signatory status on Day One. A signatory production that goes nonunion by accident is a production that triggers a strike, a grievance, and reputational damage that reaches well beyond the deal.
Pension and health contributions to MPI, the Producers Pension and Health Plans, the AFM Pension Fund, and the IATSE National Health and Welfare Fund all carry monthly remittance obligations. The Newco's payroll relationship with Cast and Crew, Entertainment Partners, Wrapbook, or a comparable provider has to be in place from the first invoice. A late contribution triggers liquidated damages and an audit.
Loan out company agreements, foreign artist work permits, and right of publicity obligations all carry across with the contract. The plan should reference the broader Day One employee communications playbook for the union represented workforce.
A clean media and entertainment TSA exit closes four records. Every chain of title, every license window, every guild signatory status, and every royalty obligation sit under the Newco's identity with a documented rights owner. The MAM, archive, and delivery infrastructure run on the Newco's platforms with a clean cutover record. Ad tech, subscriber identity, and consent management run on the Newco's tenants with no shared cookies, shared identity, or shared data warehouse. Residual, royalty, and participation ledgers reconcile clean at cutover with no stranded balances on the seller.
Open items, typically a small set of pending license renewals, in flight residual statements, and platform delivery profile rewrites, sit under a short post-close services agreement with a hard end date. The seller's cooperation on legacy participant claims and historical royalty audits is documented. A guild audit during the post-close window deserves a coordinated response on both sides.
Specialist support across the media and entertainment carve-out is part of the TSA Pre-Signing Review service when the buyer wants the rights, residuals, and cutover budget quantified before signing. The work coordinates with the Newco's CFO, the head of business and legal affairs, the head of distribution, and the seller's rights administration team.
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