Barnard’s Post

Law IP Assets Strategy & Risks. Only do my 20Questions Framework preliminary IP due diligence AFTER you are otherwise satisfied as to market, team and most important , founder PASSION as there is no hope without that enthusiastic over-committment. - I3PM International Institute for Intellectual Property Management - Dr. Benjamin DELSOL (PhD, LL.M) - Dr. Dominique Christ - Priggya Arora - Prof. Dr. Alexander J. Wurzer - Shmuel Silverman - @Schweiger - Donal O'Connell - “It was a lesson in a couple of senses. I think one of the great enemies of creativity is too much time and money, and that movie had neither time nor money. It really fostered focusing on character over spectacle, which is a little harder to execute in a comic-book movie. I was just so invested in every micro-detail of it and I hadn’t felt like that in a long, long time. I remembered wanting to feel that more — not just on “Deadpool,” but on anything.

Today was day one of the Cineworld Restructuring Plan sanction hearing in the High Court and as expected, it seems to have been met with some challenges from creditors despite the majority of creditors voting in favour of the RP. One of the bigger topics, and where I thought the key battleground would be, is the treatment of landlord claims and the ability to impose new terms in leases through the RP and Cross Class Cram Down meaning that the landlord does not necessarily consent to the change in lease terms. RPs have been increasingly used to cram down landlord liabilities and whilst it was a topic of conversation on the recent Revolution Bars RP, the lack of representation at the sanction hearing by landlords and the failure to advance a case as to why the RP should not be approved meant the RP was sanctioned by the Court. In the case of Cineworld, two landlords were present at today’s hearing advancing amongst other points the point that landlords had previously agreed to concessions with Cineworld on the provisio that there would be no further impairment of the leases by virtue of a restructuring. What Cineworld is seeking to do goes against what was previously agreed with landlords. It is an interesting argument, when it comes to a negotiation through a solvent or insolvent process it is ultimately about reaching a deal that balances what landlords are willing to give and want tenants need to survive. Should companies be penalised for taking consensual agreements and then seeking to restructure at a later stage, potentially in a non-consensual manner, once it becomes apparent that the initial agreement was not enough to mitigate financial woes. I would be minded to say no. No one has a crystal ball. A first consensual agreement would have been made based on what the Company needs and the landlord is willing to give and if the position changes these terms may need to be reconsidered. On the other hand if companies are allowed to use RPs in this manner it does undermine business ethics and credibility in negotiating lease terms if a company can backtrack on term agreements without recourse. As for Cineworld, the judgement is awaited and it seems like any outcome will have a big impact on the use of RPs as a means of renegotiating leases and the emergence of RPs as ‘CVAs on steroids’ to cram down landlords.

Some key takeaways from our recent webinar with Music Technology UK which focussed on music tech startups and how to set them up for success.

Founder Series ,Part IV- Founder's Agreement. A founder's agreement is a crucial document that outlines the terms of partnership among co-founders of a startup. It serves to clarify roles, responsibilities, and expectations, thereby minimizing potential conflicts. Key Components of a Founder's Agreement- 1. Names and Roles of Founders- Clearly state the names of all founders and their respective roles within the company. This section helps prevent future disputes regarding titles and responsibilities. 2. Equity Ownership- Detail the equity each founder holds in the company. This includes considerations for monetary investments, intellectual property contributions, and other relevant factors that influence ownership stakes. 3. Vesting Schedule- Establish a vesting schedule for equity, which specifies when founders fully earn their shares. This is often tied to time or performance milestones to encourage long-term commitment. 4. Roles and Responsibilities- Define the specific responsibilities of each founder, outlining who manages which aspects of the business (e.g., operations, marketing, finance). This clarity helps in accountability and operational efficiency. 5. Decision-Making Process- Outline how decisions will be made within the company, including what requires unanimous consent versus what can be decided by individual founders. This section may also address procedures for resolving deadlocks. 6. Compensation and Remuneration- Specify how founders will be compensated for their work, including salary structures and any profit-sharing arrangements. This should also include provisions for adjustments as the company evolves. 7. Intellectual Property Rights- Address ownership of any intellectual property created by the founders during their tenure with the company. This ensures that all proprietary ideas are legally protected and attributed correctly. 8. Restrictions on Share Transfer- Include clauses that restrict founders from transferring their shares without consent from other founders. This helps maintain control within the founding team and prevents unwanted external influences. 9. Exit Clauses- Define the terms under which a founder can exit the company, including how their shares will be handled upon departure. This is vital for planning future transitions within the business. 10. Dispute Resolution- Establish mechanisms for resolving disputes among founders, including preferred methods (e.g., mediation or arbitration) and jurisdictional considerations. 11. Miscellaneous Provisions- Include any additional clauses that may be relevant, such as confidentiality agreements, non-compete clauses, and conditions for dissolution of the partnership.   By incorporating these components into a founder's agreement, co-founders can create a solid foundation for their partnership, clearly delineating expectations and reducing potential conflicts as they work towards building their business. to be continued......

⚡Lights, 🎥camera ,🎬action Cineworld UK restructuring plans get the English Court's approval – but permission to appeal also granted. In the latest instalment of the Cineworld restructuring, on 30 September 2024, the English court gave its approval to a compromise between the UK group (Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited and Cineworld Estates Limited) and its creditors. •  The use of restructuring plans in the retail and entertainment sector is not new, nor is the use of such plans to compromise landlords' future rent claims. •  What is novel about this case is the challenge made by dissenting landlords who had side agreements with the certain UK companies to exclude them from a future restructuring plan in exchange for making concessions under their leases between July and September 2023. •  The dissenting landlords sought an injunction to prevent Cineworld including their leases within the scope of the restructuring plans. • The court held that such promises could be compromised under the restructuring plans and, at the time the side agreements were entered into, there was always a risk of further deterioration and renegotiation becoming necessary. Bad faith by the companies was not alleged; it was held that the restructuring plans were developed in light of the worsening financial position. •  The court therefore rejected the landlords' application for an injunction to enforce the side agreements and exclude the leases from the restructuring plans. •  The court emphasised that once invoked the restructuring plan is a statutory collective process designed to stave off insolvency and is not to be characterised as a conventional dispute between debtor and creditor. The decision emphasises the public interest enshrined by the restructuring plan process to facilitate the rescue of struggling companies. •  The court held it was over-simplistic to state that by sanctioning the plans the court would be endorsing and giving effect to a deliberate breach of contract. The court should be slow to undermine the pari passu principle and obliging the companies to respect the side letters risked exactly this. •  The conditions for the exercise of the cross-class cram down tool were satisfied in this case: at least one "in the money class" had voted in favour and dissenting creditors were no worse off than in the relevant alternative, which was a formal insolvency (an administration). •  As such the court exercised its discretion in sanctioning the plans. •  It should be noted that permission to appeal the decision has been granted, in favour of UK Commercial Property Finance Holdings Limited, one of the dissenting landlords. The judge considered there were novel points of legal principle, so we are likely to hear further. Philip Hertz, Iain White, John MacLennan, Melissa Coakley, David Towers, Tim Lees

⚡Lights, 🎥camera ,🎬action Cineworld UK restructuring plans get the English Court's approval – but permission to appeal also granted. In the latest instalment of the Cineworld restructuring, on 30 September 2024, the English court gave its approval to a compromise between the UK group (Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited and Cineworld Estates Limited) and its creditors. •  The use of restructuring plans in the retail and entertainment sector is not new, nor is the use of such plans to compromise landlords' future rent claims. •  What is novel about this case is the challenge made by dissenting landlords who had side agreements with the certain UK companies to exclude them from a future restructuring plan in exchange for making concessions under their leases between July and September 2023. •  The dissenting landlords sought an injunction to prevent Cineworld including their leases within the scope of the restructuring plans. • The court held that such promises could be compromised under the restructuring plans and, at the time the side agreements were entered into, there was always a risk of further deterioration and renegotiation becoming necessary. Bad faith by the companies was not alleged; it was held that the restructuring plans were developed in light of the worsening financial position. •  The court therefore rejected the landlords' application for an injunction to enforce the side agreements and exclude the leases from the restructuring plans. •  The court emphasised that once invoked the restructuring plan is a statutory collective process designed to stave off insolvency and is not to be characterised as a conventional dispute between debtor and creditor. The decision emphasises the public interest enshrined by the restructuring plan process to facilitate the rescue of struggling companies. •  The court held it was over-simplistic to state that by sanctioning the plans the court would be endorsing and giving effect to a deliberate breach of contract. The court should be slow to undermine the pari passu principle and obliging the companies to respect the side letters risked exactly this. •  The conditions for the exercise of the cross-class cram down tool were satisfied in this case: at least one "in the money class" had voted in favour and dissenting creditors were no worse off than in the relevant alternative, which was a formal insolvency (an administration). •  As such the court exercised its discretion in sanctioning the plans. •  It should be noted that permission to appeal the decision has been granted, in favour of UK Commercial Property Finance Holdings Limited, one of the dissenting landlords. The judge considered there were novel points of legal principle, so we are likely to hear further. Philip Hertz, Iain White, John MacLennan, Melissa Coakley, David Towers, Tim Lees

⚡Lights, 🎥camera ,🎬action Cineworld UK restructuring plans get the English Court's approval – but permission to appeal also granted. In the latest instalment of the Cineworld restructuring, on 30 September 2024, the English court gave its approval to a compromise between the UK group (Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited and Cineworld Estates Limited) and its creditors. •  The use of restructuring plans in the retail and entertainment sector is not new, nor is the use of such plans to compromise landlords' future rent claims. •  What is novel about this case is the challenge made by dissenting landlords who had side agreements with the certain UK companies to exclude them from a future restructuring plan in exchange for making concessions under their leases between July and September 2023. •  The dissenting landlords sought an injunction to prevent Cineworld including their leases within the scope of the restructuring plans. • The court held that such promises could be compromised under the restructuring plans and, at the time the side agreements were entered into, there was always a risk of further deterioration and renegotiation becoming necessary. Bad faith by the companies was not alleged; it was held that the restructuring plans were developed in light of the worsening financial position. •  The court therefore rejected the landlords' application for an injunction to enforce the side agreements and exclude the leases from the restructuring plans. •  The court emphasised that once invoked the restructuring plan is a statutory collective process designed to stave off insolvency and is not to be characterised as a conventional dispute between debtor and creditor. The decision emphasises the public interest enshrined by the restructuring plan process to facilitate the rescue of struggling companies. •  The court held it was over-simplistic to state that by sanctioning the plans the court would be endorsing and giving effect to a deliberate breach of contract. The court should be slow to undermine the pari passu principle and obliging the companies to respect the side letters risked exactly this. •  The conditions for the exercise of the cross-class cram down tool were satisfied in this case: at least one "in the money class" had voted in favour and dissenting creditors were no worse off than in the relevant alternative, which was a formal insolvency (an administration). •  As such the court exercised its discretion in sanctioning the plans. •  It should be noted that permission to appeal the decision has been granted, in favour of UK Commercial Property Finance Holdings Limited, one of the dissenting landlords. The judge considered there were novel points of legal principle, so we are likely to hear further. Philip Hertz, Iain White, John MacLennan, Melissa Coakley, David Towers, Tim Lees

⚡Lights, 🎥camera ,🎬action Cineworld UK restructuring plans get the English Court's approval – but permission to appeal also granted. In the latest instalment of the Cineworld restructuring, on 30 September 2024, the English court gave its approval to a compromise between the UK group (Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited and Cineworld Estates Limited) and its creditors. •  The use of restructuring plans in the retail and entertainment sector is not new, nor is the use of such plans to compromise landlords' future rent claims. •  What is novel about this case is the challenge made by dissenting landlords who had side agreements with the certain UK companies to exclude them from a future restructuring plan in exchange for making concessions under their leases between July and September 2023. •  The dissenting landlords sort an injunction to prevent Cineworld including their leases within the scope of the restructuring plans. • The court held that such promises could be compromised under the restructuring plans and, at the time the side agreements were entered into, there was always a risk of further deterioration and renegotiation becoming necessary. Bad faith by the companies was not alleged; it was held that the restructuring plans were developed in light of the worsening financial position. •  The court therefore rejected the landlords' application for an injunction to enforce the side agreements and exclude the leases from the restructuring plans. •  The court emphasised that once invoked the restructuring plan is a statutory collective process designed to stave off insolvency and is not to be characterised as a conventional dispute between debtor and creditor. The decision emphasises the public interest enshrined by the restructuring plan process to facilitate the rescue of struggling companies. •  The court held it was over-simplistic to state that by sanctioning the plans the court would be endorsing and giving effect to a deliberate breach of contract. The court should be slow to undermine the pari passu principle and obliging the companies to respect the side letters risked exactly this. •  The conditions for the exercise of the cross-class cram down tool were satisfied in this case: at least one "in the money class" had voted in favour and dissenting creditors were no worse off than in the relevant alternative, which was a formal insolvency (an administration). •  As such the court exercised its discretion in sanctioning the plans. •  It should be noted that permission to appeal the decision has been granted, in favour of UK Commercial Property Finance Holdings Limited, one of the dissenting landlords. The judge considered there were novel points of legal principle, so we may well have a sequel. Philip Hertz, Iain White, John MacLennan, Melissa Coakley, David Towers, Tim Lees

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⚡Lights, 🎥camera ,🎬action Cineworld UK restructuring plans get the English Court's approval – but permission to appeal also granted. In the latest instalment of the Cineworld restructuring, on 30 September 2024, the English court gave its approval to a compromise between the UK group (Cine-UK Limited, Cineworld Cinemas Limited, Cineworld Cinema Properties Limited and Cineworld Estates Limited) and its creditors. •  The use of restructuring plans in the retail and entertainment sector is not new, nor is the use of such plans to compromise landlords' future rent claims. •  What is novel about this case is the challenge made by dissenting landlords who had side agreements with the certain UK companies to exclude them from a future restructuring plan in exchange for making concessions under their leases between July and September 2023. •  The dissenting landlords sort an injunction to prevent Cineworld including their leases within the scope of the restructuring plans. • The court held that such promises could be compromised under the restructuring plans and, at the time the side agreements were entered into, there was always a risk of further deterioration and renegotiation becoming necessary. Bad faith by the companies was not alleged; it was held that the restructuring plans were developed in light of the worsening financial position. •  The court therefore rejected the landlords' application for an injunction to enforce the side agreements and exclude the leases from the restructuring plans. •  The court emphasised that once invoked the restructuring plan is a statutory collective process designed to stave off insolvency and is not to be characterised as a conventional dispute between debtor and creditor. The decision emphasises the public interest enshrined by the restructuring plan process to facilitate the rescue of struggling companies. •  The court held it was over-simplistic to state that by sanctioning the plans the court would be endorsing and giving effect to a deliberate breach of contract. The court should be slow to undermine the pari passu principle and obliging the companies to respect the side letters risked exactly this. •  The conditions for the exercise of the cross-class cram down tool were satisfied in this case: at least one "in the money class" had voted in favour and dissenting creditors were no worse off than in the relevant alternative, which was a formal insolvency (an administration). •  As such the court exercised its discretion in sanctioning the plans. •  It should be noted that permission to appeal the decision has been granted, in favour of UK Commercial Property Finance Holdings Limited, one of the dissenting landlords. The judge considered there were novel points of legal principle, so we are likely to hear further. Philip Hertz, Iain White, John MacLennan, Melissa Coakley, David Towers, Tim Lees