Not too long ago, Rob Liefeld broke the news on social media that he no longer owns the rights to Youngblood, the popular comic book series he launched when helping to found Image Comics. In his statement, he said the rights to his characters had been transferred to someone he would not work with, and he would no longer be associated with the comic book series he created.
Explaining the situation further, Liefeld detailed how he had transferred the rights to a third-party in the late ’90s, and this person had now transferred the rights to someone else. Even though he worked well with the previous rights-holder over the intervening years, Liefeld called the initial deal in the ’90s a bad deal.
Liefeld’s calling it a bad deal started me thinking about the nature of deals and transactions. Oftentimes, the ultimate outcome of a deal might not be known for years. The initial deal might seem fair, and each party might be satisfied for a while. However, over time one party’s opinion of the deal might sour and, eventually, said party will regret the transaction.
As a distant observer, it’s easy to look back on a transaction and criticize what should have been done. Oftentimes, however, deals are a series of compromises and emotional decisions, and the end result can be less than ideal. In order to get a deal done, sometimes you have to agree to or give up something you might not want to. Sometimes, the deal might not turn bad until years later due to something that was negotiated in to or negotiated out of the contract. Ultimately, it comes down to who has the negotiating power, and how eager the parties are to make a deal happen.
What could Liefeld have done differently in negotiating this deal? Not knowing the particulars, we can only speculate. Assuming the rights were assigned, which is not entirely clear from Liefeld’s post, one option would have been to license the rights instead. If the rights had been licensed, then Liefeld could have included a prohibition against further transfers or assignments and retained some control.
Even though the rights appear to have been assigned without restriction, there are two other options that could have been included. As with a license, the deal could have included a statement prohibiting transfer without Liefeld’s consent. Depending on the nature of the transaction, this might have been difficult to include. If someone is paying good money to acquire rights to something valuable, they do not want their rights to be impaired in any way.
Another possible option would have been to include a right of first refusal. By including a right of first refusal, Liefeld could have matched any future offers for the right to Youngblood. Again, this might not have been possible depending on the negotiations, but it is slightly more palatable to buyers than an outright restriction, even though it might lessen the value of the rights being acquired.
So, how do you avoid a bad deal? The only sure way to avoid a bad deal is not make a deal in the first place. Otherwise, you should try to understand the deal you are making and all of the likely outcomes.
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