Alan Dean Foster & Disney
- Thread starter ChallengerHK
- Start date
It is, apparently, possible to buy a company's assets and not its liabilities.
" Generally speaking, structuring an M&A transaction as an asset purchase gives the buyer the flexibility to avoid assuming unwanted liabilities. The reason is because the buyer just picks and chooses the assets and liabilities it wants to acquire. In a stock purchase, on the other hand, the buyer steps into the shoes of the selling owners and takes over the company as-is."
https://cenkuslaw.com/how-to-avoid-seller-liabilities-when-buying-a-business/
Someone still owns the liabilities, though. They don't disappear.
" Generally speaking, structuring an M&A transaction as an asset purchase gives the buyer the flexibility to avoid assuming unwanted liabilities. The reason is because the buyer just picks and chooses the assets and liabilities it wants to acquire. In a stock purchase, on the other hand, the buyer steps into the shoes of the selling owners and takes over the company as-is."
https://cenkuslaw.com/how-to-avoid-seller-liabilities-when-buying-a-business/
Someone still owns the liabilities, though. They don't disappear.
Exactly my point. If Disney is saying that they bought Lucasfilm's assets but not it's liabilities, then Lucasfilm Should still be on the hook for royalties.
That does not really answer my question. Who here has the correct take on the point of semantic contention?
Now I'm just imagining George Lucas getting an invoice from ADF every three months with the sales figures for his Star Wars novels and writing out a check at his desk.
I get the joke, but that's why I pointed out that a subsidiary can act in some ways as a separate entity. Disney may be taking the tack of "We don't owe you anything; Lucasfilm does." Even though it's ultimately the same company, they might have some strategic or tactical reason for maneuvering this way. Or, they might just be hoping that he'll shut up and go away.
In that case, probably Disney would say Lucasfilm should pay and Lucasfilm would say Disney should pay, and Alan still wouldn't get paid.
I'm pretty sure that's what's coming. As I said on another board, I think that Foster should sue both as co-defendants. If they're facing him in court at the same time then they'll be put in the position of fighting each other.
The point of the whole thread is exploring the interpretations. Even ADF and his agent don't seem to know yet.
I was wondering that too.
Going public with this is the latest step in the process. Alan and his agent have been trying to pry the money out of the mouse for quite some time, then they went to SFWA's Grievance Committee. Ninety-five percent of the time, GriefCom's work is done behind the scenes with no publicity. They only go public when they've exhausted all options, which is what happened here. But these things take a while.......
The reading public is too tiny a segment of the population to make much difference to a corporation as huge as Disney. They make most of their money from movies, TV, video games, and merchandising. So they're not worried about how their image might suffer in the eyes of readers.
Of course, by the same token, it shouldn't cost them much to honor Alan's contract and pay his royalties. But maybe they're trying to do the same thing with many creator contracts, and Alan's just the first one to go public.
Was just talking to author Matthew Stover earlier this afternoon via Zoom (he's an alumnus of the high school where I teach, and was the guest during our Local History Club-meeting today), and I asked him for his thoughts on the whole Alan Dean Foster/Disney-lawsuit. Suffice to say, he was very passionately opinionated on it (vehemently so!), and is opposed to Disney's whole legal-stance here.
He talked about how Foster got a much bigger, renegotiated royalty-rate but a much smaller upfront initial advance back in the '70s for writing the ANH-novelization and Splinter of the Mind's Eye, but how now authors like him tend to receive a big upfront-payment, but much smaller royalties when doing media tie-ins today (he noted how huge his initial money from the Revenge of the Sith novelization was, but said he was still NDA'd from talking about his royalty-rates publicly).
Stover directly mentioned how scuzzy Disney's whole, "buy-the-property-but-not-the-obligations" position currently is, and how he's concerned about his own royalties might be in jeopardy over this attitude. He also talked about how Alan Dean Foster was named the very first Grandmaster of the PEN-organization, and how shabbily he's been treated by Disney recently despite his long-running career.
(He also mentioned how incredible Alan's 1979 Alien novelization still is, and how huge an influence it was on his own personal decision to become a writer.)
He talked about how Foster got a much bigger, renegotiated royalty-rate but a much smaller upfront initial advance back in the '70s for writing the ANH-novelization and Splinter of the Mind's Eye, but how now authors like him tend to receive a big upfront-payment, but much smaller royalties when doing media tie-ins today (he noted how huge his initial money from the Revenge of the Sith novelization was, but said he was still NDA'd from talking about his royalty-rates publicly).
Stover directly mentioned how scuzzy Disney's whole, "buy-the-property-but-not-the-obligations" position currently is, and how he's concerned about his own royalties might be in jeopardy over this attitude. He also talked about how Alan Dean Foster was named the very first Grandmaster of the PEN-organization, and how shabbily he's been treated by Disney recently despite his long-running career.
(He also mentioned how incredible Alan's 1979 Alien novelization still is, and how huge an influence it was on his own personal decision to become a writer.)
Last edited:
