Alexander Loveyko Explains How Artists Can Protect Their Rights When Selling Music Catalogs.

✦ What key legal factors should an artist consider before selling or licensing their music catalog in the U.S. market?

First, I always tell artists: you’re not just selling songs, you’re selling a future cash flow.

So you have to understand exactly what rights are on the table and what you’re giving up.

The key legal factors:

• Scope of rights (what exactly is being sold or licensed)

• Are we talking about master rights, publishing, or both?

• Is it a sale of 100% ownership, a partial sale, or just a license for a specific term and territory?

• Are there any reversion rights or termination rights (e.g., U.S. copyright termination after 35 years) that impact the package?

• Term and territory

• A lot of “forever / worldwide” language is thrown around as boilerplate. That’s often overkill for what the buyer actually needs.

• Sometimes it’s smarter to carve out specific territories or limit the term with an option to extend, especially for newer catalogs.

• Future exploitations & new technologies

• Contracts need to cover new media and future formats without being a blank check.

• I look closely at language around AI training, derivative works, immersive formats, gaming, metaverse/Web3 use, etc. Artists should not suddenly discover that some broad “all technologies, now known or hereafter devised” clause wiped out negotiation leverage for future uses.

• Approval rights and creative control

• After a sale, will you still have any say in synch placements (e.g., political ads, controversial brands, adult content)?

• Some artists are fine with no approvals, others absolutely need morals clauses or at least veto rights in sensitive categories.

• Royalty streams and carve-outs

• Even in a sale, there can be carve-outs: writer’s share, neighboring rights, certain territories, pre-existing direct licenses, etc.

• In a license or admin deal, I pay very close attention to commission percentages, deductions, black box sharing, and cross-collateralization between different works or income streams.

• Representations, warranties, and indemnities

• Artists routinely click “accept” on splits, remixes, samples, and collabs without documentation; later, those come back as title risks in a sale.

• The more clean and documented your ownership is, the better: split sheets, producer agreements, sample clearances, prior label deals, PRO registrations – everything must be aligned, or buyers will either discount the price or walk away.

• Tax structure and entity planning

• A catalog deal is often a life event financially. In the U.S., how you structure it (personally vs. via LLC / S-Corp, timing, state residency) directly impacts what you actually keep.

• I always recommend involving a tax advisor early, not after you’ve already signed the term sheet.

In short: before an artist signs anything with “sale,” “assignment,” or “exclusive license” language, they need to know what rights they own, what they’re giving up, and how that will affect their income and control for the next 20–30 years.

✦ How can an artist or producer determine the true value of their catalog, and which metrics do U.S. buyers and investment funds rely on most often?

In practice, valuation is less about magic and more about math plus risk.

Here’s how I approach it with clients:

• Start with hard data: royalties and income history

• We gather 3–5 years of royalty statements (PRO, sound recording, publishing admin, neighboring rights, distributors like DistroKid/TuneCore, label statements, etc.).

• We clean and consolidate them into one unified picture of historical earnings: what came from streaming, downloads, sync, neighboring rights, YouTube, TikTok, etc.

• Key metrics U.S. buyers care about

• LTM (Last Twelve Months) Net Income – the most important snapshot; many deals price off a multiple of this.

• 3-year average – to smooth out spikes and anomalies.

• Growth or decline trend – is the catalog still growing, plateauing, or clearly declining?

• “Dollar age” – how old are the earnings? A stable older catalog may command a lower but very solid multiple; a fast-growing newer catalog may get a higher multiple, but with more risk.

• Typical valuation methodology

• Most U.S. buyers and funds use an earnings multiple:

Catalog Value ≈ (Normalized Annual Net Income) × (Multiple)

• Multiples vary widely based on:

• Genre and stability of revenue

• Market position of the artist

• Concentration risk (one hit vs. broad portfolio)

• Contract chain cleanliness (no disputes, clear rights, no giant recoupment holes)

• For mid-level indie catalogs, I routinely see buyers talk in ranges like 4x–10x of net publishers share / net label income, depending on risk.

• Qualitative factors that affect price

• Sync potential (cinematic, evergreen genres, easily licensable themes).

• Brand safety (lyrics, artist reputation, controversy level).

• Concentration – if 70–80% of revenue is from one track, the buyer will discount for risk.

• Contract chain – clean, well-documented rights are worth more than a messy catalog with arguments waiting to happen.

• What I do for clients in practice

• I help reconstruct a clean earnings picture, separate out one-offs, and normalize the numbers.

• We benchmark the catalog against recent comparable deals where possible.

• Then I position the catalog in negotiations: if the buyer is proposing 4x, but your data and risk profile clearly support 7x–8x, we have a solid basis to push back.

You determine “true value” by combining historical cash flows with risk and upside analysis.

The better organized your data, the stronger your negotiating position.

✦ What types of partners in the United States—publishers, labels, investment funds, or PRO organizations—are most beneficial for artists at different stages of their careers?

It depends on where the artist is in their trajectory. I think in stages:

• Early stage / developing artists

• Priority: creative freedom, ownership, basic infrastructure.

• Most beneficial partners:

• Aggregator / distributor (DistroKid, TuneCore, etc.) to get music out.

• PRO (ASCAP, BMI, SESAC, GMR) for performance royalties – this is non-negotiable.

• Possibly a boutique publisher or admin deal without giving away ownership – administration rather than full assignment.

• At this stage, I usually advise against signing heavy long-term exclusive recording or publishing deals unless there’s truly exceptional support.

• Growth stage / established indie

• Priority: royalty optimization, sync, and brand building.

• Most beneficial partners:

• Strong publisher or admin with a real sync department and active pitching.

• Label or label services where there is transparent marketing support and realistic budgets.

• Possibly co-publishing deals if the advance and services justify giving up a percentage.

• Here, I help clients balance: how much ownership do we give up vs. how much real value we get (placements, marketing, touring support).

• Mature / catalog-rich artists

• Priority: monetizing existing works and simplifying business structure.

• Most beneficial partners:

• Investment funds and catalog buyers for partial/complete sales or structured “advance against royalties” style deals.

• Specialized admin + neighboring rights firms to optimize global collection.

• Sometimes a strategic label or publisher for new works, while older catalog is sold or carved out.

• PROs throughout the career

• In the U.S., PROs are not a “deal” in the traditional sense, but they’re vital infrastructure.

• Choosing ASCAP vs. BMI vs. SESAC etc. can matter in terms of culture, services, and certain opportunities, but the big point is: register your works correctly and monitor your data.

In short, the “best” partner changes as your needs evolve. Early on, you need flexible infrastructure and protection of ownership; later, you may need serious capital and global monetization, which is where funds and major publishers enter the picture.

✦ What common legal mistakes do musicians make when negotiating catalog sales or signing publishing deals, and how can they avoid them?

I see the same mistakes repeatedly:

• Confusing an “advance” with free money

• An advance is almost always recoupable.

• Artists sign deals where the advance looks generous, but the recoupment mechanisms, deductions, and cross-collateralization make it almost impossible to see additional money.

• Avoid this by making sure you understand: what income goes toward recoupment and how realistic it is to recoup.

• Not understanding what rights are being assigned — or for how long

• “In perpetuity,” “throughout the universe,” and broad “all rights” language gets accepted as boilerplate.

• Musicians often discover too late that they’ve effectively given away control of their songs indefinitely for a relatively small check.

• Avoid this with clear questions:

• Is this ownership or administration?

• What exactly can the company do without my consent?

• Is there any reversion clause or buy-back option?

• Ignoring approval rights for synch and sensitive uses

• Without negotiated approval or at least a list of prohibited categories, your music could end up attached to brands or causes you fundamentally disagree with.

• The fix: negotiate meaningful approval rights or at least restrictions for certain industries and political/controversial uses.

• Not cleaning up the chain of title before a deal

• Unclear splits with co-writers, un-cleared samples, informal producer “agreements” by DM – all of this becomes a problem in due diligence.

• Buyers either discount the price or use those issues to renegotiate down the line.

• Solution: do a pre-sale audit – get split sheets signed, producer agreements in place, and sample uses properly cleared.

• Signing U.S. law contracts without U.S. counsel

• I’ve seen artists sign complex U.S. law agreements based on a rough translation or a “summary” from someone not trained in this area.

• That’s how you end up with personally guaranteed indemnities, hidden options, or giving rights far beyond what you thought.

• No tax or estate planning around catalog sales

• Large lump-sum payments trigger tax consequences.

• Without planning, you may see a painful portion go straight to taxes instead of being structured more efficiently.

The simplest way to avoid these mistakes:

• Get specialized counsel involved before you sign anything.

• Treat any document that talks about selling or assigning rights as a major financial event, not routine paperwork.

✦ How do you, as an entertainment and IP attorney, help artists secure the most favorable deals from contract analysis to negotiating with U.S.-based companies?

My role is part translator, part strategist, and part bodyguard for your rights.

Concretely, here’s what I do:

• Catalog and contract audit

• First, I map out what you actually own: masters, publishing, writer’s share, producer agreements, label contracts, PRO registrations, prior assignments.

• I identify gaps, conflicts, or risks that a buyer would flag – then we fix as many as possible before going to market.

• Financial picture and positioning

• I work with your statements to create a clear earnings profile of your catalog: last 12 months, 3-year average, growth/decline, track-level breakdowns.

• This becomes our negotiating weapon when buyers try to undervalue the assets.

• Term sheet / LOI negotiation

• I never let a client skip straight to a long-form agreement without a solid term sheet or letter of intent.

• That’s where we lock in the headline economics (purchase price, multiples, structure of payment, earn-outs, holdbacks), and the big control points (rights scope, term, approvals).

• Contract analysis and risk mapping

• I go clause by clause and translate the legal language into plain business consequences:

• “This clause means they can extend the term unilaterally.”

• “Here you’re promising to indemnify them for almost anything related to the catalog, including things outside your control.”

• “This provision makes it very hard to ever get your rights back.”

• Negotiation with U.S. labels, publishers, and funds

• I negotiate directly with their lawyers and business affairs teams.

• My job is to push the envelope on price, clean up language, add protections, and still keep the deal commercially realistic so it closes.

• Deal structuring and coordination with tax/financial advisors

• For bigger deals, I coordinate with your tax advisor and financial planner to align the legal structure with your long-term wealth goals.

• Sometimes that means routing income through a specific entity, staging payments, or carving out certain rights.

• Post-closing protection

• Even after closing, issues come up: missing statements, underreported income, scope creep in usage.

• I stay available to enforce the contract, request audits if necessary, and handle any disputes.

My philosophy is simple: the best deal is not just the highest number – it’s the structure that protects your long-term leverage, reputation, and future income options.

✦ How has the music catalog market in the United States evolved in recent years, and which current trends are most advantageous for artists considering selling or partially monetizing their rights?

We’ve seen a few clear phases in the U.S. catalog market over the last years:

• The “gold rush” phase

• Low interest rates and streaming growth created a wave of aggressive buying: funds and companies paying very high multiples for blue-chip catalogs and, in some cases, for mid-tier ones.

• That period set the benchmark in artists’ minds: everyone heard big numbers and assumed they applied to every catalog.

• Cooling and normalization

• With changing macroeconomic conditions and rates going up, buyers became more selective and disciplined.

• Multiples didn’t vanish, but they became more tied to fundamentals: stable cash flows, clean rights, evergreen repertoire.

• More sophisticated deal structures

• Instead of only “sell everything or nothing,” we now see more:

• Partial sales (e.g., selling a portion of your publisher’s share while keeping writer’s share).

• Revenue-sharing models where the investor recoups and then the split changes.

• Secured advances structured almost like loans against catalog income.

• This is good for artists who don’t want to completely divorce themselves from their creations.

• Growth of data-driven, mid-size buyers

• Not just mega-funds: there’s a wave of more nimble U.S. buyers focusing on indie and mid-level catalogs, often very analytics-driven, niche-genre focused, and more flexible on structure.

• AI, UGC, and new exploitation channels

• New areas like UGC platforms, short-form video, gaming, and even AI-driven tools are changing usage patterns.

• Catalogs with strong presence on TikTok, YouTube, gaming, etc., can command extra attention if the data is properly documented and presented.

Trends that are advantageous to artists now:

• Optionality instead of all-or-nothing

Artists can negotiate partial monetizations – selling a slice, a term-limited interest, or certain territories only. That allows them to unlock capital while keeping long-term upside.

• Increased understanding of creator economies

Buyers now better understand the value of digital-native catalogs (streamers, producers, viral hits), which used to be undervalued compared to traditional radio/TV-driven catalogs.

• More competition among specialized buyers

For solid catalogs with clean rights and good data, there’s usually more than one potential buyer. That competitive tension can significantly improve price and terms – if the process is handled properly.

My role in this evolving market is to position the artist strategically:

• Decide whether this is even the right time to sell.

• Decide how much to sell and in what structure.

• Then run a disciplined, competitive process where possible, rather than just reacting to the first inbound offer.

✦Thank you, Alexander, for sharing such a clear and practical perspective on music catalog deals in the U.S. Your insights into rights, valuation, and deal structures offer valuable guidance for artists navigating an increasingly complex market.

You are welcome!