 Hey, welcome back, everybody. Jeff Frick here with theCUBE. We're in our Palo Alto studios today. And, you know, obviously what's top of the news is that the coronavirus and COVID-19 and it's having a direct impact on anything where people get together. We're obviously really tied into the convention space, but we're excited to have an expert in the field coming at it from a different kind of point of view, more from the entertainment side. We'd like to welcome calling in from Tennessee, Lauren Spahn, she is a partner for Shackleford Bowen McKinley, excuse me, but yeah, McKinley and Norton. Lauren, great to see you. Hey there, how are you? Good. So we were introduced through kind of the process of the South by Southwest cancellation. Before we get into it, tell us a little bit about, you know, kind of what you do, what type of clients do you have? What do you, who do you guys kind of represent? Yeah, sure. So I practice primarily in entertainment law here in Nashville, but I work with a variety of people in the music industry, whether it be artists or music festivals, record labels, publishing companies, you name it, across the US. So I do a lot of work in LA and New York as well. And, you know, our firm specializes in a little bit of everything, but our Nashville hub is kind of the spearhead for the entertainment and music practice. So it's pretty interesting because we're not so directly involved in entertainment, but we do go to a lot of conferences and, you know, I think for us, the watershed moment this year was Mobile World Congress earlier this year in February. 100,000 people in Barcelona, Spain. That's a little unique because most of the main vendors are Asian in terms of all the mobile carriers and the head and set carriers. But you were saying before we turned the cameras on that now this South by Southwest event cancellation is kind of sending the same shockwaves, if you will, through the entertainment industry. Yeah, I mean, South by Southwest obviously is the coming together of multiple industries. You know, music, film, TV, technology, but it really was one of the first events that were canceled that impacted the music industry. And so such a large conference to completely cancel really just started the, it was the tip of the iceberg or I think what we're going to continue to see across the sphere in music, whether it's, you know, cores that are being canceled or music festivals that are being canceled, you know, everything is kind of starting to ramp up and we're starting to see the effect from South by Southwest. Right, so one of the things that really just is kind of a splash of cold water as these things are going down is it just really highlights the interconnectedness of all these different parts of these events, right? Whether it's the primary promoter or the primary bands in the case of South by Southwest or even the tech companies, but then there's just tons and tons of secondary third and other vendors that are involved from food and transportation and the list goes on and on. So you're quoted quite often in the press about talking about force majeure and that this is something that comes up and kind of contract law when these types of events happen. So I wonder if you can kind of explain the dictionary definition of force majeure and how do you see it kind of executed traditionally in a contract where maybe one person just can't uphold their part of the deal and how that contrast with something like this which is hitting kind of both sides of the agreement if you will. Completely, so I think it's important to step back and look at if we're going to use a music festival as an example, you have a contract, the music festival itself will have a contract with the artists, but they will also have contracts with their vendors with the production team that comes in and sets up the staging and the sound and the light. There are a myriad of contracts. And so the language in each contract tends to govern the relationship between the festival and that third party. So in the situation of let's use an artist for example, there is different things in the contract that point to how you can cancel and what happens when you cancel. A force majeure is an example of that. And force majeure is something that is outside of the control of both parties. So again, the festival and the artists. If something like the coronavirus is coming, neither one of those parties can control that from happening. And so it typically relieves both parties of any obligation to move forward with the contract. What is important though, is the language that's in that force majeure provision. So you sometimes will see language like sickness or an epidemic, but then you may not have that and you may have language that says a local or national state of emergency. So depending upon the state you're in, depending upon the exact situation in the city that you're holding the event, all of those things can be looked for, looked to to interpret whether or not the language that's in that force majeure contract will impact you or will give you the rights to cancel the event without having to pay additional money. And so not only that, but you're then seeing it carried out through the insurance policies as well. So even if you have force majeure language, whether or not the insurance company will help cover the losses for you, again, depends upon the exact language that's in your insurance policy. So across the board, it really is a contractual right. That can differ for the different people that are involved. Right, but there's the language in the contract, but then there's kind of this random stuff that comes up and we hear kind of act of God kind of thrown up by insurance companies when it's something that they haven't defined in all the fine language. And then the other piece that we're hearing about a lot in the news here on Palo Alto right is the specific descriptive terms used by the authorities, right? Is it a pandemic? Is it an outbreak? Is it a natural disaster? Is it a state of emergency called by the government or other? So how does that figure in on something like we're experiencing? I don't know that we've seen anything quite like this before. You know, I was looking back through some contracts earlier this morning because I had a potential cancellation that was going to happen. And I mean, some contracts go as far as to even describe the swine flu and similar things like that, but we really are looking to the authority to see the authorities to see what decision they're making on everything and whether or not they are calling it a local state of emergency because a lot of times that exact definition or that exact cause is defined in the agreement. But yeah, I mean, really it comes down to small print wording in this situation. If you're looking at the contract itself to see what rights that you have. What I've found is that people aren't going to the nitty gritty of at least the contracts, you're probably going to get into the nitty gritty of the insurance policy if you have a chance of getting any kind of protection. But at the end of the day, the artist doesn't want to go play a festival that could potentially cause their fans to have some outbreak of the coronavirus. An event doesn't want to be liable for holding an event that could be connected with that as well because across the board that creates a PR nightmare for whoever's making that decision. So you're seeing people that are trying to work together to figure out exactly how we're going to handle things and what we're going to do moving forward because no one's going to win in this situation. It's really just figuring out a way that we can all be in the best position possible across the board. Yeah, and I think that's what we're kind of seeing a lot to where I think everyone is, again, instead of just one party that's not upholding their part of the deal and the other party getting screwed on that, this is really, we're kind of in it together. This has kind of come down on both of our houses. So how do we work together to minimize the pain and at least kind of get through this window that we assume will pass at some point or at least the current heightened state will go. But it's, you know, I just wonder if you have an opinion on, from a legal point of view and it's not your space. So if you say no, that's an okay answer. But you know, kind of, if you look at kind of market forces is determining what's the appropriate action, right? Because we don't really know what's the right action but clearly the market is defined based on activity and you know, University of Washington shutting down and Stanford shutting down almost the self-imposed, you know, kind of semi-quarantine state, which is just, you know, the latest now, I think at the local high school basketball game is they can only have 100 people in the stands in the biggest building they can find and everybody needs to spread out. So it's just been very interesting to see, you know, kind of what is the appropriate response? What's the right response? Because ultimately it seems like it's driven by nobody wants to be the one that didn't take the precautions and something bad happened. To be honest, I don't think that anyone truly knows, you know, it really is the conversations right now are not the artist's agent calling the festival and saying, we're absolutely not doing this. The conversation is more so, hey, what are you guys seeing? What are you guys thinking? What's the best way to handle this? You know, no one wants to put the consumers and the fans at risk. And, you know, until we have a better handle on exactly how we handle this type of situation, it's really going to be people doing their best to try to not create a situation that's going to, you know, cause some kind of massive outbreak. If you look at, you know, something like South by, no one wants to cancel. You know, it really impacts not only the company and the event itself, but really everyone that's associated to it has a financial hardship because of that decision. But the decision isn't made because someone wants to do it. It's made because collectively, you know, people are feeling like it needs to be done in order to keep people safe. And if they didn't think that, they'd probably go ahead and try to hold the event and, you know, risk the liability. But I think people truly want what's in the best and first of everyone. And that's why they're working together to try to figure this out. Yeah, yeah. It really has driven home, you know, what social creatures we are when, you know, you start kind of disconnecting crowds and groups of people from so many events. And it just continues to ripple through whether it's our business, the convention business, the entertainment business, you know, March Madness is coming up here in a very short order, what's going to happen. They're all the way down to, you know, the local talent show for the local middle schoolers that they used to have before graduation, which is now canceled. So it's interesting times. And I think for us, you know, the biggest indicator in terms of just music festivals is going to be what happens with Coachella. And, you know, Billboard and Variety have reported that they're looking to potentially reschedule the event to October if artists are able. And if not, they're going to have to completely cancel it for this year. And, you know, Coachella is such a massive festival that attracts people from all over the world. And if Coachella is canceled, then, you know, I think there's a good chance that so long as this is continuing at the speed it is that we're going to see a lot more music festivals canceled. When is Coachella scheduled? It starts in about a month. In about a month. So the second weekend in April, but they have to start production and really building out the grounds now. Wow, wow. And so the decision kind of has to be made before then. And I wouldn't be surprised if we see a decision there in the next few days. Yeah, I think I would take the short if I was in Vegas because there's just not enough data, I don't think, to go forward based on the current situation. I'm glad I'm not the one sitting in that chair. Yeah, we had a tough position. All right, well, Lauren, well, thank you for sharing your insight. And, you know, it's great to get the perspective of another, you know, kind of industry that's all built around bringing people together. And, you know, I think we probably both would agree that this time will pass and, you know, we'll get a vaccine out, we'll get the growth curves to start to flatten out and go down, which is where they need to go. And then, you know, I think we'll, I think it will be a different time, but hopefully things will get approximate a little bit more to normal and they're not too distant for you. Yeah, fingers crossed. I hope it gets figured out sooner rather than later. And we can all, you know, have our summers full of conferences and festivals and the gathering of people. Yep. All right, Lauren, well, thanks again for your time and have a great Tuesday. Awesome, you too. All righty. She's Lauren, I'm Jeff. Thanks for checking in on this CUBE conversation. We'll catch you next time.