The Reverse-Morals Clause: The Unique Way to Save Talent’s Reputation and Money in a New Era of Corporate Crimes And Scandals

49 Pages Posted: 30 May 2011

See all articles by Fernando M. Pinguelo

Fernando M. Pinguelo

SCARINCI HOLLENBECK, LLC; Seton Hall University School of Law; eLessons Learned Blog; Universidade Presbiteriana Mackenzie; Fulbright Foundation

Timothy D. Cedrone

affiliation not provided to SSRN

Porcher Taylor

University of Richmond - E. Claiborne Robins School of Business

Date Written: May 27, 2010

Abstract

The Article begins in Part I with an examination of how the traditional morals clause begat the reverse-morals clause. We briefly trace the history of morals clauses and how they evolved into the first reverse-morals clause in 1968 with Hollywood celebrity Pat Boone. Next, in Part II the Article analyzes the heightened need for talent brand protection in perilous and uncertain economic times and explores the likelihood that the “Great Recession of 2008-2009”32 and beyond will bring additional damage to talent reputation in endorsement deals. Indeed, talent has good reason to fear that a future Enron or Bear Stearns might be lurking across the endorsement negotiation table. Offering a due diligence checklist for talent in prudently vetting endorsement deals with companies, Part III raises a few red flags. Special attention is given to the dubious reputation red flags that celebrity golfer Vijay Singh faced in his recent endorsement deal with Stanford Financial Group and its CEO, Sir Allen Stanford. Examination will also include some intriguing corporate reputation research on whether illegal corporate behavior can actually be predicted in the context of due diligence. Part IV investigates what talent needs to know about reverse-morals clauses from talent’s standing to demand such a clause, to innovative negotiation, draftsmanship, and enforcement tips. These negotiation and draftsmanship suggestions seek to build “equal protection” into the endorsement contract. In creative fashion, Part IV predicts the likely impact Twitter and other similar real-time disseminators of “news” will have on reverse-morals clauses. We examine how Twitter might impact the negotiation of future traditional morals clauses and reverse-morals clauses. Part V concludes the article, bringing the reader full circle and re-emphasizing the relevance of reverse-morals clauses in today's universe of endorsement contracts and talent agreements. While the reverse-morals clause may seem a bit obscure today, including one in talent agreements may quickly become the prudent course of action for those seeking to secure protection against corporate crimes and misdeeds. Thus, the importance of the clauses should not be underestimated, and it is against this backdrop that we begin our analysis into the origins and characteristics of the reverse-morals clause.

Suggested Citation

Pinguelo, Fernando M. and Cedrone, Timothy D. and Taylor, Porcher, The Reverse-Morals Clause: The Unique Way to Save Talent’s Reputation and Money in a New Era of Corporate Crimes And Scandals (May 27, 2010). Cardozo Arts & Entertainment Law Journal, Vol. 28, No. 65, 2010. Available at SSRN: https://ssrn.com/abstract=1854291

Fernando M. Pinguelo (Contact Author)

SCARINCI HOLLENBECK, LLC ( email )

802 West Park Avenue
Suite 222
Ocean, NJ 07712
United States
7325474918 (Phone)
732.568.8375 (Fax)

HOME PAGE: http://www.scarincihollenbeck.com/attorneys/partners/fernando-m-pinguelo/

Seton Hall University School of Law ( email )

One Newark Center
Newark, NJ 07102
United States

HOME PAGE: http://law.shu.edu/

eLessons Learned Blog ( email )

United States

HOME PAGE: http://www.eLLblog.com

Universidade Presbiteriana Mackenzie ( email )

Rua da Consolação 920
São Paulo, 010302907
Brazil

HOME PAGE: http://www.scarincihollenbeck.com/attorneys/partners/fernando-m-pinguelo/

Fulbright Foundation ( email )

6 Vassilissis Sophias Avenue, 1st floor
Athens, 106 74
Greece

HOME PAGE: http://www.scarincihollenbeck.com/attorneys/partners/fernando-m-pinguelo/

Timothy D. Cedrone

affiliation not provided to SSRN

Porcher Taylor

University of Richmond - E. Claiborne Robins School of Business ( email )

Richmond, VA 23173
United States

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