The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Matthew C. Thompson, Partner, Global Leader of the Media and Entertainment Group
Matthew (“Matt”) Thompson is a partner and co-founder of Sidley’s office in Century City, CA, and global leader of the firm’s Media and Entertainment practice. He represents entertainment companies and sources of capital in complex M&A and financing transactions, as well as general corporate matters and other industry-focused commercial transactions. Matt’s clients include boldface names, such as Dwayne Johnson, Conan O’Brien, and Mark Burnett; film/TV powerhouses, such as Neon, ITV, and eOne; music companies like Universal Music Group and Warner Music Group; and sources of capital, such as The Raine Group, TPG, and Shamrock.
Matt holds numerous leadership positions at Sidley, including several committee memberships (Greater LA Practice Development Committee co-chair; Firmwide Counsel Committee; Greater LA Recruiting Committee; Greater LA Committee on Retention and Promotion of Women). Matt also serves as co-chair of the UCLA Entertainment Symposium Advisory Committee and is a member of UCLA’s Ziffren Institute Board and the USC-BHBA Entertainment Institute Advisory Board.
Widely acknowledged as one of the most influential entertainment lawyers, Matt is repeatedly recognized by notable industry publications, including Variety (Variety500; Legal/Dealmakers Impact Reports), The Hollywood Reporter (Top 100 Power Lawyer; Top Dealmaker), Chambers USA, Daily Journal (Top 100 Lawyers), Best Lawyers, and The Deal.
Describe your practice area and what it entails.
I serve as the global leader of the Media and Entertainment group at Sidley, coordinating all media and entertainment representations firmwide. I have a transactional-focused practice, representing buyers and sellers of media and entertainment companies and assets, as well as representing parties to complex joint venture and other commercial arrangements in the industry.
What types of clients do you represent?
I represent strategic and financial buyers and sellers of media and entertainment assets, equity and debt investors in media and entertainment assets, and parties engaged in complex commercial transactions involving such assets. Current personal representative clients that can be mentioned publicly include Universal Music Group, Warner Music Group, The Raine Group, Shamrock Capital Advisors, TPG Growth, Access Industries, Dwayne Johnson and his affiliates, Mark Burnett and his affiliates, eOne, ITV, Neon, Pilgrim, 44 Blue, IPC, and Johnson/Bergman/T-Street.
What types of cases/deals do you work on?
I work on M&A and financing transactions, general corporate matters, as well as other media- and entertainment-focused commercial transactions. A brief sampling of some recent deals includes representing:
- Dwayne Johnson and his business partner Dany Garcia in their partnership with RedBird Capital in their acquisition of the XFL. The deal represented a significant milestone in the sports world, with Garcia becoming the first female owner of a sports league.
- Warner Music Group and its affiliate Atlantic in a significant recorded music transaction with Artist Partner Group.
- The Raine Group and affiliates in the launch of Thrill One Sports & Entertainment, now the world’s largest independent action sports operator and media company.
- Entertainment One (eOne) management, including CEO Darren Throop, in connection with toy maker Hasbro’s $4 billion acquisition of eOne, including the negotiation of long-term, post-acquisition employment arrangements.
- Dwayne Johnson, Dany Garcia, and affiliates in the launch of Johnson’s new tequila brand, Teremana Tequila.
- Rian Johnson and Ram Bergman, the team behind “Star Wars: The Last Jedi” and “Knives Out,” in launching film and TV production company T-Street and entering into a joint venture arrangement with Valence Media’s MRC Studio.
- Tom Quinn and Tim League in the formation of Neon Rated (“Parasite,” “I, Tonya”), including an eight-figure equity raise led by 30West and an eight-figure revolving credit facility led by MUFG Union Bank.
How did you choose this practice area?
I was always focused on transactional work. Early in my career, I was fortunate to have the opportunity to work on a handful of media- and entertainment-focused transactions. I quickly fell in love with the work. Not because I, like everyone else, am a consumer of the industry’s main products (e.g., movies, television, music, digital, games, etc.), but because I found the industry to be a bit more chaotic than others, and I liked being asked to bring order to that chaos. I also found that I was oftentimes asked to weigh in and provide guidance on business issues (as much as legal), and I enjoy that aspect of my practice most of all.
What is a typical day like and/or what are some common tasks you perform?
My day starts early—usually with non-U.S.-related phone calls. This is followed by making my way through my bloated email inbox and triaging what needs to be handled. The balance of the so-called business hours in the day are spent on calls and in meetings (these days via Zoom). Evening hours are for the actual nitty gritty of deal work that I am unable to get through during the day, including drafting and revising deal docs.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Immerse yourself in the industry. Read all the trades daily. Read all the legal publication updates daily. Create a network of people you know in the industry (especially on the non-legal side of things) and nurture it. Figure out what is important to your clients and get involved. Get to know your clients’ businesses as well as they do, and understand what their short-, medium-, and long-term goals are. Be available. Be proactive. Admit your mistakes. Share credit with others. And remember, there is a very small community of practitioners who do this work at the highest level, and—as such—reputation and honesty are critical because you will see the same people over and over, deal after deal.
What misconceptions exist about your practice area?
When people hear I am an “entertainment lawyer,” two things come to mind: I go to swanky premieres all the time, and I can get their cousin’s script read by the head of a studio. The reality really couldn’t be further from the truth. I am a corporate transactional lawyer who happens to focus on the coolest possible widget out there—the entertainment industry. At the end of the day, however, what I do as a lawyer day in and day out isn’t that different from what other corporate transactional lawyers do. But it is pretty cool when you get to help Dwayne Johnson launch his tequila company, Teremana, and you get to celebrate with him over a bottle.
What kinds of experience can summer associates gain in this practice area at your firm?
We try hard to expose all of our summer associates to the broadest possible array of practices and practitioners. This allows them to make an informed decision regarding the future of their legal careers. Every summer, there are one or more summer associates who want to focus on and gain experience in the media and entertainment industry, and we try doubly hard to make that available to them. However, we caution them to be careful for what they wish for. The work is not make work, and they are full junior members of any given deal team with meaningful, substantive, time-pressured work to be done. They all purport to “love it,” but it truly is a working summer.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
We all have been impacted by COVID-19. I am heartsick for those who have lost loved ones, are dealing with illness themselves or in their families, are struggling with job disruption, are managing jobs while helping their children navigate this crisis while attending school remotely, etc. We as a firm and as a practice area have been unbelievably fortunate during these terrible times. While, like all businesses, we have experienced some disruption, our practices remain strong, and the Media and Entertainment group has been exceptionally busy. Part of this has been due to COVID-related issues (including distressed deals); part of this has been normal course work; and part of this has been the industry’s belief that we will come through this in the not too distant future, so positioning for the return to some semblance of normalcy means doing business now (sometimes at a substantial premium to market). Personally, I deeply miss my daily in-person interactions with my colleagues (we are a close-knit group at Sidley), but I find myself very fortunate to work near seamlessly on a remote basis. The firm was well ahead of the game from a remote-work standpoint, and the shift to all remote was accomplished over a 24-to-48 hour period, with little to no disruption.
Media, Entertainment, & Sports can span many areas of law—from constitutional law and contract law to intel-lectual property and privacy, and so much more. How do you juggle wearing so many hats?
In addition to bringing order to the chaos and being asked to provide business advice (both as noted above), the broadness of the practice is the other thing that makes media and entertainment law so great. In this era of BigLaw specialization, media and entertainment law is one of the few areas where you have to be a bit of a generalist. On any given day, corporate, finance, tax, labor/employment, IP, M&A, distribution, financing, litigation, etc., issues cross my desk, and I have to be knowledgeable enough on all of them to be able to provide advice where warranted and to know when I have to involve Sidley specialists. I love the smorgasbord of issues and expertise required to do what I do day in and day out.