One of the most intriguing questions about the possible closure of the Rocky Mountain News -- the subject of December 11 feature article supplemented by sidebars about Rocky scribes the Denver Post should covet and the joint-operating agreement that connects the Denver dailies -- involves the impact of the joint-operating agreement between the Rocky and the Denver Post. The pact, which went into effect in 2001, runs through 2050, and it had to be approved by the U.S. Department of Justice -- meaning that the feds will have to bless any divorce, too. In some broken JOAs, companies continue to earn a percentage of revenue for the length of the contract even if they no longer publish; in others, they don't. And each shut-down has unique aspects. For instance, the Denver dailies jointly hold a piece of the Colorado Rockies. What happens to it?
If anyone knows the answers to those questions, they're not saying -- but the JOA and the LLC operating agreement at least lay out the parameters within which the partners must operate. Linked here is a PDF of excerpts from the two documents that pertain most closely to the present circumstance. The LLC operating agreement pages highlight "Article IX: Transfer of Company Interests: Additional and Substitute Members," including "Involuntary Transfers" and "Right of First Refusal;" "Article X: Dissolution and Liquidation," featuring "Closing of Affairs;" "Article XI: Amendments to Agreement;" and "Article XII: Indemnification." The JOA pages focus on "Termination of this Agreement: Dissolution of the LLC, "Termination at End of Term" and "Transfers of Interests Under the Agreement and The Denver Newspaper Agency Limited Liability Company Operating Agreement."
Click here to see the text for yourself. Sit down and read it with a lawyer you love. -- Michael Roberts
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