The firm is pleased to announce that Karine Akopchikyan, Heather Antoine, John De La Merced, Neil Elan, and Celina Kirchner have been named to Thomson Reuters’ prestigious list of 2021 Southern California “Super Lawyers” Rising Stars. Additionally, Heather received enough votes to place her on the “Up-and-Coming 100: 2021 Southern California Rising Stars” and “Up-and-Coming 50: 2021 Women Southern California Rising Stars” lists.
Every year, “Super Lawyers” profiles attorneys in more than 70 different practice areas who have attained a high degree of peer recognition and personal achievements. The list selects the top lawyers in Southern California based on peer nomination, independent research, and peer evaluation. After the "Super Lawyers" research team has completed the screening process, only 2.5 percent of lawyers under the age of 40 years old are granted the title of Rising Stars.
View the Up-and-Coming 100: 2021 Southern California Rising Stars here.
View the Up-and-Coming 50: 2021 Women Southern California Rising Stars here.
Stubbs Alderton & Markiles attorneys Dan Rozansky, Cristy Jonelis and Celina Kirchner have been featured in the Daily Journal with their article "Pitfalls of proposed amendments to CDA Section 230."
Section 230 of the Communications Decency Act has come under fire once again due to Twitter's recent decision to block all access to two articles from the New York Post containing information and images allegedly obtained from Hunter Biden's hacked laptop. This was another in a series of actions Twitter has taken to enforce its terms of use, which began in May when Twitter flagged two tweets by President Donald Trump with the phrase "Get the facts..." and a link to articles providing a different perspective from that put forth by the president. In response, President Trump issued an executive order calling for government agencies to clarify and limit the scope of Section 230 protection. On Sept. 23, the attorney general submitted proposed amendments to Section 230 to Congress, along with a cover letter and a separate explanation of the intended meaning of the proposed amendments.
To read the full article click here.
SA&M Attorneys Published In Daily Journal
Daniel Rozansky is a Partner of the firm in the Business Litigation Practice. Clients engage Dan before disputes ever arise to advise on strategies to minimize litigation risk and to put clients in a position for a successful outcome if litigation does arise. For example, he regularly reviews television pilots, screenplays and other material in development to assist those clients in identifying and avoiding potential liabilities; he advises clients, including Fortune 100 companies, on best practices for recording communications; he counsels clients on best practices to protect trade secrets and other confidential information; and he guides clients contemplating exiting unfavorable business relationships. When disputes arise, Dan brings his decades of experience at AmLaw 100 and 200 firms and his relentless approach help achieve the best possible outcome for his clients. This approach has led Dan to be recognized as an industry leader, including being listed as a top entertainment and media litigator in Chambers USA (2011-2019). In 2013, 2014, and 2016, he was featured in Variety’s “Legal Impact Report,” which names the top attorneys who are making a significant impact in the entertainment industry.
Cristy Jonelis is Senior Counsel in the Firm’s Business Litigation Practice. Cristy is well-versed in all aspects of business and commercial litigation, having overseen numerous cases from inception to winning verdicts (and even the subsequent winning appeals). However, her primary focus is in the area of entertainment and media litigation, with particular emphasis in the anti-SLAPP arena.
Cristy has represented a wide variety of clients on both the plaintiff and defense side, including television and motion picture producers, reality television production companies, radio stations, film financiers, banks, investment firms, transportation companies, and credit card companies.
Cristy takes pride in her ability to help clients reach their endgame in the most efficient way possible, without sacrificing the quality of work product. Cristy is cognizant that cases often take left turns, and she is able to quickly adapt to respond to any obstacle that is thrown her way during the complex litigation process.
Celina Kirchner is an A
ssociate in the Business Litigation Practice group. Celina’s civil litigation practice focuses on all areas of business and commercial litigation, with a particular emphasis on digital media, technology, internet, privacy, emerging companies, insurance, breach of contract, fraud, and complex business disputes. In her practice, Celina works closely with business professionals of all levels in order to develop practical strategies for resolving their disputes. She also advises businesses on formation, governance and contracting matters in the hope that they can avoid litigation altogether. Having worked with clients of all sizes, Celina understands that every case is unique and, ultimately, comes down to people. She focuses on the human element of her cases and communicates in an understandable, business manner. In the end, Celina endeavors to make what can be a stressful time for her clients as smooth as possible. Celina is a frequent speaker at events centered around digital media and the burgeoning Silicon Beach community.
For more information about our Business Litigation practice at Stubbs Alderton & Markiles, contact Daniel Rozansky at
Stubbs Alderton & Markiles Attorney Celina Kirchner was featured as a speaker at Digital LA - Digital Latinx webinar panel. The event took place on May 5th, 2020 at 4 PM. The Digital Latinx panel featuring Latinx founders of startups, digital content creators, and artists describing how they build their businesses and adapt to the pandemic.
Other panelists include:
Arutro Perez, Kluge Interactive
Adriana Herrera, Epichint
Lala Castro, #LatinaGeeks
Paloma Rush, Artist
To view the webinar, visit here.
Digital LA is LA’s largest digital entertainment network, reaching more than 100,000 digital professionals weekly via our newsletter and social media, with more than 1.2M impressions per month. Attendees include Hollywood executives from movie and TV studios, game companies, agencies, digital content creators, social media influencers, as well as Silicon Beach startup CEOs, VCs, investors, angels, and more.
Digital LA founded Silicon Beach Fest in 2012, a multi-day conference with panels, keynotes, workshops and mixers held each summer, with more than 2,000 attendees including startup CEOs, VCs, investors, developers, designers, social media influencers, blockchain experts, and more from LA, San Francisco, New York, and around the world. Silicon Beach Fest received a Certificate of Recognition from the Office of LA Mayor Eric Garcetti to celebrate its fifth anniversary of bringing LA’s tech community together. Details at http://siliconbeachfest.com
Digital LA has organized an moderated panels at marquee industry conferences including SXSW, San Diego Comic-Con, Entertainment Finance Forum, NATPE, Social Media Week LA, Digital Entertainment World, Games Marketing Summit, and Digital Hollywood. Internationally, Digital LA has organized or moderated panels at the Cannes Film Festival – American Pavilion, and Digital Shoreditch in London.
Digital LA also covers entertainment events like the Academy SciTech Awards, Directors Guild Awards, Producers By conference, Writers Guild Awards, Motion Picture Sound Editors Awards, and more, as well as tech events like SXSW, E3, Game Developers Conference, Facebook F8 developers conference and more.
Sponsors regularly sponsor our weekly events and Silicon Beach Fest to reach various segments of LA’s Hollywood and Silicon Beach community.
Digital LA was founded by Kevin Winston, CEO, who previously worked at Sony Pictures Digital, Fox Interactive Media, IGN, and McKinsey the #1 strategic management consulting film.
Celina Kirchner is an Associate in the Business Litigation Practice group.
Celina’s civil litigation practice focuses on all areas of business and commercial litigation, with a particular emphasis on digital media, technology, internet, privacy, emerging companies, insurance, breach of contract, fraud, and complex business disputes. In her practice, Celina works closely with business professionals of all levels in order to develop practical strategies for resolving their disputes. She also advises businesses on formation, governance and contracting matters in the hope that they can avoid litigation altogether. Having worked with clients of all sizes, Celina understands that every case is unique and, ultimately, comes down to people. She focuses on the human element of her cases and communicates in an understandable, business manner. In the end, Celina endeavors to make what can be a stressful time for her clients as smooth as possible.
Celina is a frequent speaker at events centered around digital media and the burgeoning Silicon Beach community.
For more information about our Business Litigation Practice or contact Celina Kirchner at
Force Majeure provisions in an agreement may excuse performance by one or both parties to a contract as a result of events that can neither be anticipated nor controlled. These provisions range from simple and boilerplate to extraordinarily detailed. But you may also be excused from performance of a contract if performance of the agreement impossible or impracticable.
In the case of the outbreak of the current coronavirus (“COVID-19 Pandemic”), there are several terms or phrases to look for in an agreement, including a Force Majeure provision, when considering whether an event may provide a party with the ability to be excused from performance. However, you must also review the entirety of the applicable agreement to determine if there is any specific exclusion or exception to certain events that do not constitute a Force Majeure or otherwise justify non-performance.
California Courts’ Interpretation of Force Majeure Provisions
Foreseeability Standard For “Open-Ended”- Catch-All” Provisions
Reasonable Control Requirement
Interpretation of Force Majeure Provisions in Other States
Force Majeure and the COVID-19 Pandemic
Impossibility or Impracticability of Performance
Authors: Jeffrey Gersh
Celina Kirchner
Crystal Jonelis
Karine Akopchikyan
If you have questions regarding Force Majeure, please contact our COVID-19 Task Force – .
Stubbs Alderton & Markiles' litigators, Partner Dan Rozansky and Associate Celina Kirchner, successfully defended SA&M client Second Generation, Inc. before the California Court of Appeal.
Second Generation, a clothing distributor, entered into an agreement with Kody Brand, a clothing manufacturer, wherein Kody Brand would manufacture and ship various items of clothing that Second Generation would then distribute to major retailers in the United States. Kody Brand’s subsidiaries (all referred to as “Kody”) all performed different parts of the manufacturing and distribution process, but the entities were operated by the same employees and often performed overlapping tasks. After several years, Kody Brand began delivering shipments late then ceased shipping altogether.
Second Generation included a “liquidated damages” provision in its contract with Kody Brand. If a party to a contract with a liquidated damages provision breaches, the contract provides either a set damages amount or a formula for calculating how much the breaching party must pay in damages. Second Generation’s liquidated damages provision set damages at 2% of the contract price for any late order per day late.
When Second Generation demanded that Kody pay liquidated damages, Kody refused, and Second Generation sued. SAM filed a successful summary judgment motion on behalf of Second Generation. As a result of the summary judgment motion, Second Generation was awarded more than $2.5 million in liquidated damages and nearly $1 million in fees and interest. Moreover, all of the Kody Defendants were held to be the alter egos of one another, which made all of the defendants jointly and severally liable. This was critical as the primary stakeholders had considerable assets but the entities had nothing. Kody appealed from the $3.5 million judgment in Second Generations favor. After extensive briefing and oral argument, the Second Appellate District upheld the trial court’s decision on alter ego as well as the enforceability of the liquidated damages provision.
The Kody defendants argued that the liquidated damages award should be overturned, particularly since the liquidated damages award was more than seven times the actual damages Second Generation incurred. In enforcing the liquidated damages provision, the court rejected Kody’s hindsight test and instead focused the efforts Second Generation made at the time it entered to contract to ascertain the range of damages it would incur in the event of a breach.
Equally significant is that the Court of Appeal upheld the trial court’s finding of alter ego against all of the defendants. There is a paucity of cases in which courts find alter ego liability on summary judgment, and appellate courts are even less likely to uphold such a finding on appeal. In affirming the alter ego ruling, the Second Appellate District stated that SAM had presented “a veritable mountain of evidence” of alter ego liability and that an inequitable result would follow if the Kody defendants were not found to be jointly and severally liable.
Through the hard work and legal strategy formulated by the SAM team, Second Generation was able to obtain and uphold a high liquidated damages award and will be able to pursue the damage award from each of the defendants, who are jointly and severally liable.
For more information about our Business Litigation Practice please contact Dan Rozansky at
Believe it or not, YouTube channels and podcasts are now major revenue earners, both for the creators who operate them and the advertisers who use them to generate business. However, digital media rights and disputes are largely untested in the legal realm and therefore come with questions and uncertainties.
YouTube channels and podcasts are generally not “owned;” however, they are comprised of various valuable things that can be held, controlled, and bought/sold. Channel access (i.e. login credentials and the right to advertising revenue) is necessary for operation and is sometimes controlled by an entity other than the creators. Without channel access, and access to supporting social media accounts, the channel cannot operate; however, access alone generates little, if any, revenue. The more valuable assets of a YouTube channel or podcast are the intellectual property it disseminates. This includes the channel/podcast name, character names and storylines (if applicable), and the actual library of videos/recordings created.
Intellectual property is frequently held by a legal entity formed by the content creators. The rights to that intellectual property can then be licensed or assigned to others as needed, such as with brand partnerships. However, if a holding entity is not created, the intellectual property is owned equally by all of the people who create the content. Courts may consider the co-creators a de facto partnership, but since these forms of media are new, this question has not been thoroughly reviewed by the courts, and ownership is uncertain. It is possible that the intellectual property is controlled by a majority vote of the co-creators or that anyone co-creator can control (or limit) the use of relevant intellectual property. To avoid this ambiguity, it is best to formalize the relationship between co-creators before substantial revenue is generated.
It is vital that content creators treat the channel/podcast as a business right out of the gate. Unless the channel is operated entirely by a single person, you will need to form a legal entity (typically a limited liability company or corporation) to control channel access and hold any intellectual property developed for the channel/podcast. In the event of a dispute, the governing documents of the entity will determine a resolution. To guide you in the process of forming a legal entity and deciding how revenue will be managed, it is helpful to seek the advice of an attorney and an accountant.
Additionally, each individual who contributes to the channel/podcast has the right to control the use of their name or likeness (their image and their voice). Individuals can demand that any content containing their name or likeness be taken down, even if it means removal of the full library. To avoid this issue, no matter how small their role, every person who appears on the channel/podcast should sign a release of any claim to their name/likeness with respect to the channel/podcast.
Companies are increasingly hiring YouTube channels and podcasts to create branded content, and navigating these relationships effectively is a regular part of doing business for any company that advertises. When negotiating the production of branded content, companies should request the opportunity to review the content before it is posted, and include a schedule for reviews and final delivery of assets. If the company intends to use any media created by the YouTube channel or podcast on its own website or social media channels, the company should obtain a license from the channel or podcast to use the content or have all rights to the content assigned to the company. The company should also audit the channel’s/podcast’s own business and intellectual property practices to make sure the content will not be removed for violating copyright law or misappropriating a person’s name or likeness.
Additionally, the Federal Trade Commission has become increasingly strict in its regulation of digital media advertising. It is the role of both business owners and content creators to ensure that all content follows the most recent FTC regulations. The primary goal of these regulations is to avoid consumer confusion. Companies must require the content creator to include adequate disclosures (ranging from the use of #ad in the description of a post to a full narrative introduction for a sponsored video or recording) with any sponsored content, and the company should review the content before it is posted to confirm that the proper disclosures have been made.
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Celina Kirchner is an associate in the Business Litigation practice area. Celina’s civil litigation practice focuses on all areas of business and commercial litigation, with a particular emphasis on digital media, technology, internet, privacy, emerging companies, insurance, breach of contract, fraud, and complex business disputes. In her practice, Celina works closely with business professionals of all levels in order to develop practical strategies for resolving their disputes. She also advises businesses on formation, governance and contracting matters in the hope that they can avoid litigation altogether. Having worked with clients of all sizes, Celina understands that every case is unique and, ultimately, comes down to people. She focuses on the human element of her cases and communicates in an understandable, business manner. In the end, Celina endeavors to make what can be a stressful time for her clients as smooth as possible. Celina is a frequent speaker at events centered around digital media and the burgeoning Silicon Beach community.
The information provided on this website does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. For more questions contact Celina Kirchner @