When the Walt Disney Company acquired Marvel Entertainment LLC in 2009, many comic book fans worried that their favorite characters might be forced to change. What if a "Disneyfied" Tony Stark had to give up drinking after the merger? David Galluzzi, chief counsel of subsidiary Marvel Studios Inc., says such fan concerns turned out to be unwarranted. Disney executives are smart, he says, and for the most part they left Marvel's creative team alone. But once he was knee-deep in negotiations, Galluzzi, too, began to fear the unknown. Not least among his concerns was whether he'd have a job at the end of the two-month process. "There was very little sleep during that period," he says. "It was only after the merger paperwork was completed that we got to see the great leadership and resources that Disney could bring to bear and how they would strengthen Marvel."
Marvel's entertainment division, based in New York, is dedicated to making television productions and feature films such as the recent blockbuster The Avengers . Galluzzi, a Harvard Law School alumnus, oversees all of its business and legal affairs. The now chief lawyer spent four years doing corporate transactional and securities work at Paul Hastings (then Paul, Hastings, Janofsky & Walker). He made the leap in-house to Marvel, a client of the firm, in 2005.
Corporate Counsel: What was involved in negotiating the Disney merger?
David Galluzzi: Marvel is a vast and multifaceted company that is at its core defined by complex contractual arrangements. Disclosing all these arrangements, negotiating what the contractual disclosures would be for such arrangements, and negotiating the conditions surrounding how we would run the business postmerger were daunting tasks.
CC: What have been some of the benefits Marvel's legal department has enjoyed as a result of the acquisition?
DG: Becoming a part of Alan Braverman's team of Disney lawyers was an amazing change. Suddenly the foremost experts in intellectual property, labor, employment, studio legal affairs, entertainment law litigation, Chinese coproductions, antitrust, or virtually any other subject you can possibly imagine were our in-house colleagues. There are many issues that we would have struggled with, or had outside counsel for, that are now handled by Disney's vast internal legal resources.
CC: What is the hardest part of translating a comic book into a movie?
DG: The [comic book] audience is much smaller. Making the leap from a "comic geek" audience to making a mainstream movie that everyone wants to go see is a challenge.
CC: And from a legal perspective?
DG: The stakes are higher. When a character is slated to appear in one of our films or television shows, we have to make sure that we have evidence of complete ownership. This process involves analyzing ownership from every relevant intellectual property angle, including copyright, trademark, analysis of the underlying work-for-hire work product from all the relevant talent, and analysis of the film title and the script to limit claims postrelease.
CC: Luckily for Marvel's legal department, all the destruction that takes place on screen is fictitious. What are some of the real legal issues that arise on your TV and film sets?
DG: Our biggest concerns are day-to-day issues like safety issues involving lighting, and things like someone falling off a truck. We do a lot of risk mitigation, and we push best practices.
CC: If you could be any Marvel superhero, which one would you choose?
DG: I have an affinity for The Hulk. There is something that I relate to in him. I'm a mild-mannered guy, but I can get worked up when I feel that something is unfair. It is a comparison that people who know me sometimes like to make, and I embrace it.
This article originally appeared in Corporate Counsel under the headline “Marvel's Supersuit.”