What if someone buys the BSA during bankruptcy?

[yknot]

From a business sense, I do not see where the IP here holds much value or to who. The brand is tarnished and muddled, the program appeals to a small and declining segment of youth, and it has no IT assets to speak of -- no working or revenue driving website or portal, no functioning administrative interface, no real social media presence to drive marketing. It is producing a tired print publication in a world where most print publications have expired because they are too expensive to produce.  The actual advancement program and handbooks have value, but there are so many knock off programs out there and online, that it's not like you'd be buying truly proprietary material. The only brand I can see that still holds possible business value is the term "Eagle Scout." Some outdoors outfitter might want to stick that on a line of products. But otherwise I'm  thinking that BSA IP is probably going to stay right where it is. 

[TAHAWK]

6 hours ago, CynicalScouter said:

They have rights to "use emblems, badges, descriptive or designating marks, and words or phrases the corporation adopts."

 

Not literally.  If they adopted "Ford" or "Girl Scouts of America," they would not have the right to use those words.

 As for the role of Bankruptcy Court in intellectual property issues, you might see:

https://www.nycbar.org/pdf/report/Intelectual_Prpoerty_Assets.pdf

https://www.wardandsmith.com/articles/intellectual-property-in-bankruptcy-an-overview#:~:text=Generally%2C intellectual property includes copyrights,losses to the debtor's creditors.

Edited September 25, 2020 by TAHAWK

[David CO]

12 hours ago, ParkMan said:

Yet, I do wonder if there is still the ability for the BSA to sell it's IP to another entity. 

I'm not sure BSA actually has exclusive rights to all of the IP.  It certainly doesn't have the international rights.  There are many other countries who use the same IP in their boy scout programs.   BSA only has exclusive rights within the USA.

A smart lawyer could argue that BSA is leasing the IP from the WOSM, and cannot transfer the IP to another entity without WOSM consent.  It could also be argued that the federal charter protection does not apply to IP that is "owned" by WOSM.  

 

[CynicalScouter]

1 hour ago, David CO said:

A smart lawyer could argue that BSA is leasing the IP from the WOSM, and cannot transfer the IP to another entity without WOSM consent.  It could also be argued that the federal charter protection does not apply to IP that is "owned" by WOSM.  

First, lease implied WOSM owns the IP. It doesn't. That's why even you had to put the word "owned" in quotes.

Second, any assignment of rights in the U.S. is cured by 36 U.S. Code § 30905. It is owned by Boy Scouts of America.

Quote

The corporation has the exclusive right to use emblems, badges, descriptive or designating marks, and words or phrases the corporation adopts. This section does not affect any vested rights.

This is simply becoming fanciful. No one is going to buy Boy Scouts of America. No one is going to buy its IP either.

Edited September 25, 2020 by CynicalScouter

[ParkMan]

5 hours ago, David CO said:

I'm not sure BSA actually has exclusive rights to all of the IP.  It certainly doesn't have the international rights.  There are many other countries who use the same IP in their boy scout programs.   BSA only has exclusive rights within the USA.

A smart lawyer could argue that BSA is leasing the IP from the WOSM, and cannot transfer the IP to another entity without WOSM consent.  It could also be argued that the federal charter protection does not apply to IP that is "owned" by WOSM.  

 

That's an interesting dimension.  I wonder how that is structured.  I imagine the ranks are somewhat common between countries (except maybe for Eagle) and perhaps some of the requirements too.  

I can envision that some other Scouting Group in the US cannot start using the same rank system.  I wonder who controls that - it is the BSA copyright or is that something at the WOSM level.

[ParkMan]

3 hours ago, CynicalScouter said:

This is simply becoming fanciful. No one is going to buy Boy Scouts of America. No one is going to buy its IP either.

It is most likely a long shot (and not one I favor), but I don't think it's really that fanciful.  I see two scenarios that make sense:

1. Councils in the US form a new national Scouting association after the current one runs out of money.  It's a legally separate entity to protect it from continued lawsuits.  That entity would want to acquire the IP of the BSA. I can see this has a 20% chance of happening.

2. The GSUSA has the infrastructure to run a national Scouting organization and is currently devoid of any lawsuits.  The GSUSA would like the BSA to not have a program for girls.  So, why not acquire the IP of the BSA when the current organization runs out of money and field a unified Scouting organization. I can see this has a 1% change of happening - but if I were on the board of the GSUSA you can bet I'd be looking into this.

[CynicalScouter]

Just now, ParkMan said:

I imagine the ranks are somewhat common between countries (except maybe for Eagle) and perhaps some of the requirements too. 

 

They really, really are not.
One of my units did Scouting in Sweden for JOTI-JOTA and Arrow of Light requirement Building a Better World. It is entirely different.

Where we have ranks Wolf, Bear, Webelos, etc. they have age-marks (rough translation) such as Tracker (8-10), Discoverer (10-12), Adventurer (12-15), Challenger (15-18) and Rover (19-25).

There is nowhere near the emphasis on merit badges or the tons of adventures at the Cub Scout level, etc.

[ParkMan]

1 minute ago, CynicalScouter said:

They really, really are not.
One of my units did Scouting in Sweden for JOTI-JOTA and Arrow of Light requirement Building a Better World. It is entirely different.

Where we have ranks Wolf, Bear, Webelos, etc. they have age-marks (rough translation) such as Tracker (8-10), Discoverer (10-12), Adventurer (12-15), Challenger (15-18) and Rover (19-25).

There is nowhere near the emphasis on merit badges or the tons of adventures at the Cub Scout level, etc.

That's good to know.  I always assumed it was very different, but when I read the post I realized that I simply didn't know.  Thanks!

[CynicalScouter]

14 minutes ago, ParkMan said:

It is most likely a long shot (and not one I favor), but I don't think it's really that fanciful.  I see two scenarios that make sense:

1. Councils in the US form a new national Scouting association after the current one runs out of money.  It's a legally separate entity to protect it from continued lawsuits.  That entity would want to acquire the IP of the BSA. I can see this has a 20% chance of happening.

2. The GSUSA has the infrastructure to run a national Scouting organization and is currently devoid of any lawsuits.  The GSUSA would like the BSA to not have a program for girls.  So, why not acquire the IP of the BSA when the current organization runs out of money and field a unified Scouting organization. I can see this has a 1% change of happening - but if I were on the board of the GSUSA you can bet I'd be looking into this.

Scenario 1 is not going to help lawsuits since the lawsuits will go after the original councils and national and their successors. The only way to ensure no more liability is for the bankruptcy and global settlement to cover National, the Councils, and their successors. Moreover, as previously noted, the Congressional Charter grants National and National alone the right to the IP. You'd have to change the statute.

 

Quote

The corporation has the exclusive right to use emblems, badges, descriptive or designating marks, and words or phrases the corporation adopts. This section does not affect any vested rights.

Scenario 2 is more plausible from a legal perspective (Boy Scouts of America becomes a separately run entity under the GSUSA umbrella, kind of like how Exploring is for Boy Scouts of America) but as you say, GSUSA might not want it.

Edited September 25, 2020 by CynicalScouter

[TAHAWK]

In the purchase of assets alone, liabilities of the seller do not pass with the assets.

WOSM does not assert IP in "scouting," an English word. after all.

150 scouting organizations exist in Germany, one of which is a WOSM member. Most include "padfinder" (scout) in their name.

France has eighty scouting organizations.  The Fédération du Scoutisme Français (Federation of French Scouting) is the national member of both the WOSM and the World Association of Girl Guides and Girl Scouts (WAGGGS).  others not belonging to those associations are: Association Française de Scouts et Guides Catholiques (Traditionalist Catholic), Scouts de Doran (Spin-off of Association Française de Scouts et Guides Catholiques ), Scouts et Guides Godefroy de Bouillon (Traditionalist Catholic, with connections to the Society of St. Pius X), Ecuyers Saint-Michel (Fencing Scouts), Fédération du Scoutisme Evangélique Français (Protestant)..

 The Fédération des Associations d'Anciens du Scoutisme (FAAS) is the national member of the International Scout and Guide Fellowship, a competitor of WOSM. The French members of the federation are: Les Amitiés de France Anciens Scouts et Guides (ADF), Association des Anciens Éclaireurs et Éclaireuses (A.A.E.E.), A3-Association des Anciens et Amis des Éclaireurs et Éclaireuses Israélites de France, Les Tisons, Anciens des Éclaireurs et Éclaireuses Unionistes, Réseau des Parents et Amis des Guides et Scouts de France.

 

Edited September 25, 2020 by TAHAWK

[CynicalScouter]

46 minutes ago, TAHAWK said:

In the purchase of assets alone, liabilities of the seller do not pass with the assets

There is 0% chance a bankruptcy judge and/or the attorneys for the claimants are going to just let Boy Scouts of America, currently under active/pending bankruptcy petition and settlement talks, transfer or sell ANY assets to some other entity.

Edited September 25, 2020 by CynicalScouter

[TAHAWK]

Bankrupt estates routinely transfer assets.  Hard to do business without doing so.  They would have to be in the ordinary course of business, a question for the Trustee, subject to the Court's reasonable judgement.

[walk in the woods]

1 hour ago, TAHAWK said:

Bankrupt estates routinely transfer assets.  Hard to do business without doing so.  They would have to be in the ordinary course of business, a question for the Trustee, subject to the Court's reasonable judgement.

And it is exactly what happened in the GM case.  New GM LLC came in with $50B in tax money, bought the best of the assets and emerged from Ch 11 as GM.  The old GM changed their name, kept the less desirable assets, the tax dollars, and the liabilities, then liquidated it all to satisfy creditors.

[yknot]

29 minutes ago, walk in the woods said:

And it is exactly what happened in the GM case.  New GM LLC came in with $50B in tax money, bought the best of the assets and emerged from Ch 11 as GM.  The old GM changed their name, kept the less desirable assets, the tax dollars, and the liabilities, then liquidated it all to satisfy creditors.

Yeah, but I just don't see where the BSA name has any broadly marketable value compared to the GM nameplate or any other of the commercial brands cited. There's really nothing profitable you can do with the BSA brand even on a small scale. Unless I'm missing something. Maybe someone buys Philmont, Bechtel, and the BSA name and then tries to run a branded national high end resort style, high adventure program out of those two sites and you have to attend those sites or satellite sites to participate in the program and earn the credentials? But I still can't see how that would be hugely successful financially... ?

[CynicalScouter]

49 minutes ago, walk in the woods said:

And it is exactly what happened in the GM case.  New GM LLC came in with $50B in tax money, bought the best of the assets and emerged from Ch 11 as GM.  The old GM changed their name, kept the less desirable assets, the tax dollars, and the liabilities, then liquidated it all to satisfy creditors.

Except as previously noted over and over (and over) Boy Scouts of America is NOT like GM LLC and is restricted in terms of what it can and cannot do, what it can and cannot transfer, and what it can and cannot liquidate.
 

Quote

 

(b) Limitations on Exercising Certain Powers.—

(1) The corporation may execute mortgages and liens on the property of the corporation only if approved by a two-thirds vote of the entire executive board at a meeting called for that purpose.

(2) The corporation may dispose in any manner of the whole property of the corporation only with the written consent and affirmative vote of a majority of the members of the corporation.

 

And

Quote

 

Exclusive right to emblems, badges, marks, and words

The corporation has the exclusive right to use emblems, badges, descriptive or designating marks, and words or phrases the corporation adopts. This section does not affect any vested rights.

 

 

The statute itself declares the corporate entity called Boy Scouts of America "perpetual existence". A bankruptcy judge would have to somehow find that statute void.

Edited September 25, 2020 by CynicalScouter