Title Reports: Who Needs Them? - E&O Insurance

Posted by Meghan Stickney on Apr 3, 2009 5:35:00 AM


One of the least understood areas dealt with in the hectic world of film and television production is that of title research and E&O insurance.

Entertainment lawyers often comment on how often their clients ask "Why do we need a Title Search?", as well as "Why is a Title Report for financing so expensive?" Herein, I will attempt to provide simple answers to these excellent, oft-asked questions.

Over the past decade, the huge expansion in both modes of broadcast transmission and new channels of distribution of content via cable, internet and satellite has made it virtually impossible to completely control by whom as well as where a television program or film property will be seen. Hence, the possibility of potential Title, Copyright and Trademark infringement suits has expanded immeasurably over the past decade.

In order to avoid lawsuits over conflict due to previously used titles, the insurer underwriting the financing of the production requires a title search. The report generated by this search is thus an attempt to reduce the risk of a lawsuit by meeting the insurance application requirements and ensuring as much as is possible the uniqueness of your title. Increasingly, due to the rapid growth of media content spill-over into neighboring foreign markets, entertainment lawyers and insurers are requiring basic title search coverage in both Canada and the US even if the property is licensed for broadcast into just one of the markets initially.

Since 1923, the foremost provider of North American Title and Copyright Reports has been Thomson CompuMark. Initially known as Thomson & Thomson, the Boston-based firm now has research offices in Washington, Boston, and Montreal, as well as local sales offices in 9 cities across North America, Europe and Japan. These capabilities (tied to numerous proprietary Thomson Corp. databases and continuous major capital investment) have enabled Thomson CompuMark to lead the world in Title, Copyright and Trademark research for close to a century!

Coupled with their initial question of "Why is Title Search coverage required?", the curious producer is then likely to ask "What is being investigated?"

In the provision of a title report in Canada, the research includes searching all registered and unregistered Canadian trademarks, the Canadian Copyright Registry, titles in the National Libraries of Canada and Quebec, as well as numerous online sources and proprietary databases. Similarly, in the United States, research is done not just on registered and common law US Federal and State trademarks, but also titles found in the US Copyright Office, the Library of Congress and numerous other online and proprietary sources.

International title coverage is emerging as a major concern. Thomson CompuMark responded to this new challenge by introducing international title search services in early 2006. This new capability enables the production of title reports for such vital entertainment markets as the UK, Australia & NZ, the EU, and others. For each title report, the company researches common law exact and closely similar title usage across multiple media including film, television and computer games.

Ensure that your television or film production successfully finds distribution without costly delays or lawsuits. Use a world-class provider to ensure the smooth, timely progression of your work from pre-production to successful distribution and release!

Topics: Film Producer's E&O Insurance, Title reports, Script Clearance reports

You are a Director or an Officer, do you need D&O insurance?

Posted by Meghan Stickney on Apr 3, 2009 5:35:00 AM

Do You Need D&O Insurance?

The Canada Business Corporation Act and numerous statutes in each province impose many duties on the Company Director. The breach of any of these, if it leads to financial loss to the company or to the shareholders or others, can be grounds for an action for damages. There are further duties established by Common Law.

Get a Free Quote Now!

It is not uncommon for many claims to be unjustified or unfounded; however, the costs associated with their investigation and defense are often substantial.

Allegations commonly made and which have to be defended by Directors:

  • Acting beyond the scope of their authority
  • Giving wrong or unprofessional advice
  • Breach of fiduciary duties
  • Failure to police the corporation or supervise subordinates properly. Anti-trust violations
  • Improper or excessive company spending
  • Unauthorized company borrowing
  • Conflict of interest

Remember, the above only need to be alleged for costs to be incurred.

D&O allegations are most likely to occur following:

  • Acquisitions/divestitures
  • Mergers
  • Foreign investment (especially in the USA)
  • Public offerings
  • Management buy-outs
  • Lack of growth, reduced dividends, improper handling of negotiations
  • Mismanagement or waste of corporate assets
  • Employee dismissal
  • Board room dispute
  • Breach of contract
  • Liquidation of the company
  • Change in ownership of the company's share capital

It is also worth remembering that Directors can be held liable for acts committed by other Directors, simply because they sit on the same board. Such damages can extend to the entire personal estate of the Director involved.

Directors' and Officers' Liability (D&O Insurance) is...

  1. Financial protection for personal assets of an individual Director or Officer.
  2. Reimbursement of claims paid by the organization for its Directors and Officers.
  3. Designed especially to meet the cost of:
  •  Defending claims
  •  Compensatory damages which the Director or Officer may be legally obligated to pay following a wrongful act arising out of his position within the organization

A D&O insurance policy should be a serious business consideration for your company.




Topics: directors & officers insurance