On March 3, the University of Iowa College of Law hosted Carter Anne McGowan, one of those tireless Broadway attorneys. Ms. McGowan, an attorney with the firm of Sendroff & Baruch, works right in the heart of it all: Times Square, New York City. Since graduating from Cornell Law School, she's obtained a MFA in Theater from the CUNY/Brooklyn College and a second MFA in Dramatic Writing from the Tisch School of the Arts at New York University. She’s also worked in positions ranging from talent agent to producer and taught arts management and performing arts law. Productions she's worked on include The Producers, Hairspray, Stomp, and Sweeney Todd, and she's a playwright and screenwriter herself.
While at Iowa Law, Ms. McGowan met with students over lunch to talk about her path to becoming an entertainment lawyer and the kinds of legal issues that she addresses every day. With a client base that includes authors, actors, directors, choreographers, composers, orchestrators, producers and more, she sees it all. And of all forms of live entertainment, Broadway musicals are particularly challenging from a legal perspective because they often involve numerous parties, multiple sources of intellectual property, and complex financing arrangements. Intellectual property licensing alone poses unique challenges for Broadway musicals because it encompasses both multiple levels of underlying creative works as well as post-Broadway issues once the show enters its amateur and stock performance stage. Authorship and ownership of these works isn't an academic question: it's a real issue that needs to be worked out on a daily basis.
Ms. McGowan also guest taught a class in Professor Robert Miller's Deals seminar. That class focused on the agreements needed to bring a production to Broadway, including such documents as a licensing agreement from the owners of the copyrights in the underlying works, the limited liability company agreement of the investment vehicle formed to produce the play, and the complex agreements among the various members of the creative team to govern copyright issues in the final product of their joint efforts. Among other things, Ms. McGowan discussed with students the concepts of “merger,” in which the parties agree that the various copyrights they own in aspects of the Broadway production will not be licensed except together, and “de-merger,” after which those rights may be again be licensed separately, as well as financial concepts, such as the “waterfall” provisions in the limited liability company agreement that govern who receives shares of the profits of the venture and when such payments are received.