|WEDNESDAY 21 AUGUST 2019||COMPLETEMUSICUPDATE.COM|
|TODAY'S TOP STORY: Some former investors in Pandora have filed a lawsuit declaring that Sirius XM's acquisition of the personalised radio service earlier this year was "invalid and void" from the off. The legal filing claims that the deal was "prohibited" by earlier agreements and laws in the US state of Delaware, where the company was incorporated... [READ MORE]|
Former Pandora investors sue over Sirius acquisition
Satellite radio firm Sirius first bought into the Pandora business back in 2017. Then, last September, it announced its intention to buy the streaming music set-up outright, basically merging it with the Sirius radio network to create "the world's largest audio entertainment company". That deal was then approved by Pandora's other shareholders in January of this year.
However, questions were asked about the acquisition almost as soon as it was completed, with some claiming that the process via which Sirius took over the Pandora company had been "flawed". Critics alleged that Sirius had exploited the places it had secured on the Pandora board via the 2017 deal in order to "improperly push the company towards unfavourable deal terms" to the detriment of other shareholders.
According to Law360, this newly filed lawsuit cites a bit of Delaware corporation law which, in the absence of other agreements, applies whenever someone buys more than 15% of a company. That rule says that the share purchaser is barred from "mounting an exchange or tender offer" for the business in which they just have invested for three years after their initial share purchase.
Pandora, though, waived that statutory restriction in its 2017 deal with Sirius. Although it acquired just over 15% of Pandora stock at that time, the satellite radio firm had already been mooted as a company that might ultimately want to completely acquire the personalised radio platform. However, the same deal nevertheless prohibited a takeover of Pandora by Sirius before 9 Dec 2018.
Sirius's acquisition of Pandora was completed after that date, of course, but the lawsuit says that earlier work to prepare for that takeover breached the terms of the 2017 agreement. These - and other alleged contract violations - rendered that agreement void, the argument goes, meaning the statutory three-year limitation on any takeover bid should have kicked back in.
Elsewhere the lawsuit accuses those Sirius execs who got seats on the Pandora board in 2017 of putting inappropriate pressure on the firm's other directors to approve plans for a takeover. It also criticises the appointment by the Pandora board of a financial advisor with close links to John Malone of Liberty Media, which has a controlling stake in Sirius.
All of this, the legal filing claims, deprived investors of protections against "a creeping acquisition by a large bloc holder", which impacted on the value of Pandora stock at the time of Sirius's acquisition.
"The merger was invalid and void [from the start] because it was prohibited", the lawsuit says, citing the 2017 agreement and Delaware law. "Therefore, the taking of the Pandora stock of plaintiff and the class through the merger was wrongful and the corporate parties to the merger have exercised wrongful dominion".
Led by former shareholder Richard J Tornetta, the lawsuit - which wants class action status - seeks damages for former Pandora investors who, it alleges, were short-changed by this year's Sirius deal.
Cox says labels' key evidence should be excluded in copyright legal battle
The major record companies, of course, are trying to hold Cox liable of its users' copyright infringement. Internet firms usually claim safe harbour protection from such liability, arguing that they operate the takedown systems required by law to enjoy such protection. However, the music industry argues that various American ISPs - including Cox - had deliberately shoddy systems for dealing with repeat infringers, and therefore shouldn't qualify for safe harbour. Which would mean they could be held liable for their users' infringing activity.
BMG's legal victory against Cox on this issue has led to various other lawsuits being filed by the American record industry at large, including against Cox itself. There was meant to be a pre-trial conference for the labels and Cox earlier this month, to see if an out-of-court settlement could be reached. But the ISP bailed on that at the last minute, resulting in the labels accusing the net firm of "a consistent pattern of obstruction, delay and gamesmanship".
For its next move in the game, Cox has now submitting a new legal filing calling on the judge to block the labels from presenting some of its key evidence when the case gets to court later this year. The evidence is data gathered by anti-piracy firm MarkMonitor which shows Cox customers accessing and sharing copyright protected music without licence.
To hold the ISP liable for contributory infringement in relation to its users' conduct, the labels first need to show that said users directly infringed their copyrights. Hence this data.
But Cox says that MarkMonitor, which collaborated with audio-ID firm Audible Magic to produce the evidence, has not kept all of the data related to the work. And, as a result, the ISP argues, the evidence is not sufficiently credible to be used in court.
In the words of Cox's new legal filing: "MarkMonitor failed to retain critical portions of this evidence, and the document that plaintiffs intend to rely on is, at best, a partial and inaccurate summary of these analyses. Because plaintiffs' agent destroyed the underlying data, leaving no way to assess the accuracy of this summary, Cox respectfully requests that the court enter discovery sanctions against plaintiffs in the form of a preclusion order prohibiting plaintiffs from relying on the incomplete and unreliable MarkMonitor evidence".
So that's fun. We can probably expect plenty more sparring as the full court hearing on this dispute approaches.
Although, in theory, the BMG v Cox case set a precedent regarding the limitations of safe harbour protection where ISPs don't properly enforce their own anti-piracy policies, these follow-on cases are crucial.
Because there were some technicalities in the BMG case that actually saw the original ruling in the music firm's favour over-turned. And, while it would almost certainly have won again second time round, an out-of-court settlement was reached before that could happen.
Nas launches Mass Appeal India
Commenting, Nas says: "I was first introduced to Divine's music through the brilliant film 'Gully Boy'. I'm proud to announce the launch of Mass Appeal India with Divine as the first artist on our roster. Hip hop is the world's most influential culture - it's only right to share what we do at Mass Appeal on a global level. We're excited about joining forces with the team at UMG India to help further spark a movement that is constantly in the making".
Divine himself adds: "It's an honour to be associated with a legend like Nas. I grew up listening to his music. For him to recognise not just me, but the whole Indian hip-hop scene, is a big win for hip-hop and for hip hop in India. He is looking forward to working not just with me, but a lot of the young talent in India. I will be working with Mass Appeal India not just in a personal capacity, but also in my capacity as founder of Gully Gang Entertainment, to help Mass Appeal India build a thriving ecosystem for urban music and culture in the sub-continent. So, let's bring our A-game, because the world is watching".
Finally, Devraj Sanyal, CEO of UMG India & South Asia says: "We have found the natural partner in Mass Appeal to help realise our dream of breaking Indian hip hop in the region, as well as to the rest of the world together. It was only right to lead this global announcement with the signing of India's number one hip-hop star, Divine, for his highly anticipated debut album. As he articulately puts it, 'Apna time Aayega' which means 'our time will come' - now is certainly the time for Indian hip hop to break into the mainstream".
Apple Music launches Shazam trending chart
Having included some Shazam stat goodness in the Apple Music For Artists platform it properly put live earlier this month, the tech giant has now also launched a new playlist featuring the top 50 new artists being discovered through the Shazam platform. Not sure why it took a year to get that set up, but hey, whatever.
The Shazam Discovery Top 50 playlist will be updated weekly and promises to keep you "ahead of the curve" when it comes to new music. Which is a bold claim. Though it is true that Shazam data has always been interesting because it's ultimately driven by people seeking to identify new music, rather than some sort of algorithm.
The first Top 50 includes artists from a fairly broad range of genres and countries, although it leans particularly towards US hip hop. In addition to this global list, it would be interesting to see country-specific charts too. Maybe that's something Apple Music will get around to launching this time next year.
Some commentators have compared the new Shazam chart to Spotify's Discover Weekly service. But it's much more like the Swedish streaming firm's Global Viral 50 chart. Though there are a number of differences even with that, in that the Spotify list is tracks not artists, it updates daily and isn't limited to new acts.
Authors of Spotify tell-all book sell TV rights
Published in Sweden earlier this year, the book tells the story of the rise of Spotify, with a particular focus on the streaming firm's entry into the US market.
It includes the claim that at one time Daniel Ek believed that then Apple CEO Steve Jobs was prank calling him, breathing heavily down the line before hanging up. So that's one scene to look forward to in the now planned TV drama series based on the book.
Says Yellow Bird executive producer Berna Levin: "'Spotify Untold' is the ultimate tale of achieving the impossible and unimaginable. A modern day David v Goliath set in the dynamic arena of the music industry, this is the true story of youth challenging the establishment. With reality trumping fiction at every turn, we will explore one of the greatest and most surprising technological advancements of our time".
The book's co-author Sven Carlsson admitted in an interview with Variety that they were unable to confirm that the Jobs heavy breathing story was true. But 'Spotify Untold' - which is still only available to read in Swedish - is based on more than 70 interviews with former Spotify execs, record company bosses and competitors.
Its other writer, Jonas Leijonhufvud, says of the TV deal: "We're very excited. The rise of Spotify is one of the greatest stories to come out of Sweden in the past ten years. It's a saga of a young founder who came out of nowhere and beat Apple at their own game".
And I guess it sort of is. A bit. Maybe. Whatever, there's no word on when the show will make it to our screens. Will it be before or after the whole streaming industry collapses? You'll have to wait and see.
Kim Gordon announces debut solo album
Gordon has worked on a number of projects outside Sonic Youth of course, such as Body/Head and Free Kitten, but always with other collaborators. Nearly 40 years into her career, she is only now going solo for the first time.
"'Why a solo record? And why now?", she says. "I don't know, but it wouldn't have happened without the persistence of ['No Home Record' producer] Justin Raisen. Living in LA the last few years it feels like home, but the transience of the place makes it feel sometimes like no home".
The album is out on 11 Oct and you can listen to first single 'Sketch Artist' here.
Secondary ticketing firm StubHub has appointed Dan Jones as VP International. He joins from genealogy website Ancestry.co.uk. "StubHub is at an exciting chapter in its story", says Jones, which is probably true.
Dualtone Music Group in Nashville has promoted three execs: Lori Kampa, Whitaker Elledge and Joey Luscinski. Three! They become SVP Radio Promotion, VP Artist Development and VP Production, respectively. "We sleep well at night", says company president Paul Roper.
The Prodigy's Liam Howlett is back in the studio working on new music for the project, five months after the death of vocalist Keith Flint. "Back in the studio making noise... brand new Prodigy tunes are gonna roll", reads a tweet alongside a picture of Howlett at work.
A new remix of XXXtentacion track, '#proudcatowner', featuring Rico Nasty, has been released. It's taken from new deluxe boxset of his '?' album. You can see that being unboxed here, if that's your thing.
Killswitch Engage have released the video for 'The Signal Fire' from new album, 'Atonement'. It sees the band's current and former vocalists Jesse Leach and Howard Jones trading vocals. "This video is a demonstration of solidarity and unity", says Leach. "In these times we live in, I believe this is an important message - not just for us as a band and our fans but for all of humanity".
Sleeper have released the video for 'More Than I Do' from their new album 'The Modern Age'.
Cannibal Corpse have released new track 'Cylinders Of Madness'. Their new album, 'Nug So Vile', will be released on 1 Nov.
Lower Dens have released new single 'Galapagos'. New album 'The Competition' is out on 6 Sep.
Serafina Steer has announced that she will release new album, 'The Mind Is A Trap', on 27 Sep. From it, this is first single, 'Provides Common Ground'.
Pom Poko have released new track 'Leg Day'. "'Leg Day' is one of our personal live favourites, because it's so dance-y and usually gets our pulse up quite a bit", say the band.
Check out our weekly Spotify playlist of new music featured in the CMU Daily - updated every Friday.
Bon Iver's Justin Vernon regrets "very rude" Eminem dig on Twitter
Last year Vernon denounced an Eminem track he was featured on, 'Fall', after it sparked controversy due to a homophobic slur used in the lyrics. "Was not in the studio for the Eminem track", he wrote at the time. "[It] came from a session with BJ Burton and Mike Will. Not a fan of the message, it's tired. Asked them to change the track, wouldn't do it".
Now, speaking to Zane Lowe on Beats 1, Vernon says that he feels "really bad" about what he wrote, saying that he should have just "chilled out" and spoken to people behind the scenes instead.
"We haven't adapted to this shit", he says of social media. "I didn't have a cell phone or the internet really even in high school. So we're all adapting and it can get pretty ugly. Like I made that huge mess out of the Eminem song. I was just in a carwash, and I just tweeted. It's like, what was I doing?"
"It was very rude and I felt really bad about it", he goes on. "I think people have not figured out how to calculate how easy it is to say something on [Twitter] with how much you should say it". And ain't that the truth.
Listen to the full interview here. But whatever you do, don't tweet about it.