Definition and Terminology: Series in Law
The term Series (in German often referred to as “Serie”) is used in various legal fields and encompasses different forms. While in everyday language it usually denotes a sequence of similar objects or events, “Series” has specific meanings under statutory and contractual regulations. The following article examines various areas of law in which the concept of Series plays an important role, and analyzes the respective legal frameworks and practical implications.
Series in Corporate Law
Series in Corporations
In corporate law in the Anglo-American legal system, especially in the USA, the term “Series” is an established structuring tool.
Series entities or “Series LLCs” are particularly used for Limited Liability Companies (LLC) and investment companies.
Series LLC
A Series LLC is a special form of company whose operating agreement allows for the creation of several separate entities, known as Series, within the company. Each Series within a Series LLC may operate independently, holds its own assets, can conduct its own business, and is generally liable only for its own obligations. The legal framework varies from state to state.
Legal Structure and Effect
- Liability: Series within a Series LLC are legally shielded from claims against other Series and the main company, provided formal requirements (such as accounting and asset segregation) are met.
- Asset Segregation: Each Series can own assets, enter into contracts, and be liable for its own debts.
- Legal Independence: Despite separate asset pools, the Series are not independent legal entities but are part of the LLC.
Statutory Principles
The legal basis for Series LLCs is codified in the respective state laws, such as the Delaware Limited Liability Company Act (§ 18-215 ff. Del. Code). In Europe, this model has not yet been legally established.
Investment Funds and Series
In investment fund structures, particularly with master-feeder structures, individual Series can be set up as independent sub-funds with their own share classes and investment strategies. This caters to the differing interests of investors within an umbrella fund.
Series in Copyright and Trademark Law
Copyright Aspects of Series
In copyright law, a series is understood to mean a collection of works that are linked by a common creative idea, a continuous storyline, or recurring characters (e.g., TV series, book series). Copyright protection extends to each individual work in a series. Additionally, elements that span across the series (such as characters, titles, logos) can also be protected if they constitute original intellectual creations.
Trademark Protection of Series
In trademark law, the title of a series can be protected as a trademark, provided it is distinctive and not merely descriptive or generic. Protection extends to recurring identifiers (series titles) as well as to particular characteristic design elements of a series (e.g., logos or motifs).
Series in Contract Law
Series Clauses in Contracts
From a contract law perspective, the term “Series” can be significant in the context of continuing obligations. Contractual provisions for series productions, series deliveries, or series productions are especially common in licensing or distribution agreements.
Legal Consequences and Content of Provisions
- Supply Agreements: Definition of “Series deliveries” for the continuous supply of specific goods or services.
- Copyright Licenses: Transfer of rights for the use of existing and future episodes in a series.
- Termination and Acceptance Conditions: Specific regulations regarding acceptance quantities, durations, and termination periods for an entire series of products.
Series in Patent Law
In patent law, particularly with utility model and design protection, the term “series production” may be relevant. This refers to a manufacturing technique in which products or items are produced and marketed in several identical or similar versions (series).
Legal Significance
- Novelty Grace Period: When registering serial products, it must be noted that all variants in a series may have already been registered or published, which can affect protectability.
- Design Protection: Individual models within a product series can be protected separately or as part of a multiple application.
Series in Securities Law
In finance and securities law, the term “Series” is used in connection with the issuance of bonds, notes, or certificates. Here, “Series” refers to a specific tranche of securities with identical characteristics (e.g., term, interest rate).
Legal Regulations and Prospectus Requirements
Each securities “Series” is subject to separate prospectus requirements and must be clearly distinguished from other issues by the same issuer. The legal frameworks depend on the relevant national and European securities supervision law.
International Law and Series
Recognition and Conflict of Laws
The treatment of Series, particularly in connection with Series LLCs, raises complex international questions of recognition and conflicts of law. In countries that do not recognize the Series model, there is uncertainty regarding the legal capacity and liability limitations of individual Series. This is especially relevant in cross-border legal relationships, insolvencies, and the creation of securities interests.
Summary and Significance
The term Series has sometimes divergent and often highly specific meanings across different legal fields and national legal systems. The legal implications range from structuring options in corporate law, to trademark and copyright law, and on to securities and contract law. The precise legal classification and handling of Series is always context-dependent and requires careful analysis of the relevant application area as well as the current statutory and judicial developments.
Frequently Asked Questions
What are the legal consequences of unauthorized streaming of series?
Unauthorized streaming of series, that is, without the consent of the rights holders, generally constitutes copyright infringement. In Germany and many other countries, accessing series via unlicensed platforms is considered a copyright violation, since playback through streaming is legally classified as reproduction (§ 16 German Copyright Act) and in some cases as making available to the public (§ 19a German Copyright Act). This can result in warning letters (abmahnungen), cease-and-desist claims, and claims for damages. While courts long regarded streaming as a legal gray area, several judgments have clarified that consumption of such content from illegal providers—even privately—can also constitute copyright infringement. Furthermore, users risk receiving costly warnings and having their IP addresses logged by the operators of illegal platforms, making criminal prosecution possible. For these reasons, users are advised to use only licensed or legal streaming services.
What types of licenses must be considered when selling or renting series?
When selling or renting series, the relevant licensing rights must be observed, which are generally held by the author, that is, the producer or rights holder of the series. Different types of licenses are distinguished: retailers need a so-called distribution license to sell physical media (such as DVDs or Blu-rays). Renting requires an explicit rental license, as the basic distribution right from selling does not cover this kind of use. Streaming services must acquire rights for making content publicly available, usually in the form of so-called VoD licenses (“Video on Demand”). The scope of the license is also important and may be limited to specific regions or time periods. Without the appropriate license, there is a risk of cease-and-desist claims and claims for damages.
What must be considered regarding the right to quote series?
The right of quotation allows excerpts from series—such as individual scenes or dialogues—to be used in certain cases without the consent of the rights holder, for example, for scientific, critical, or reporting purposes (§ 51 German Copyright Act). The quoted material must always serve the quoting work and not stand alone. The quotation must be embedded in a broader context, such as for analysis or illustration. The source and the author must always be named. Only the amount necessary for the purpose may be used, which is why quoting entire episodes or seasons in full is not permitted. Abuse, such as circumventing copyright restrictions, may result in warnings and legal consequences.
What are the copyright protection periods for series?
Series are subject to general copyright protection. This generally means a protection period of 70 years after the death of the relevant author (§ 64 German Copyright Act). For series, this can be more complex, as several authors are often involved (e.g., scriptwriter, director, composer). The term begins with the death of the last surviving co-author. Regarding trademark aspects, such as titles or characters, longer protection periods may apply depending on registration and renewal. Once copyright protection expires, series become part of the public domain and may be used without permission from the rights holders.
What must be taken into account when using images or music from series?
The use of images (screenshots, scene photos) or music from series generally requires the consent of the rights holders. Both still images and soundtracks are protected by copyright. Use for private purposes is permitted within the scope of private copying (§ 53 German Copyright Act), but copies may not be handed over to third parties or made public. Any commercial use, such as previews for websites, in social networks, or as background music in one’s own videos, requires a license. Infringements can result in high contractual penalties, as well as cease-and-desist and damage claims.
How are the legal protections of characters and brand names from series regulated?
Characters and brand names from series may be protected under both copyright and trademark law. Copyright protection applies if the character is regarded as an individual creative work, such as through special design, contour, or personality. Regardless of this, names, logos, characters, or titles can be protected under trademark law if registered as a trademark. Using protected characters or brands for one’s own merchandise products, fan articles, or services—without permission—regularly constitutes an infringement of trademark and/or copyright. Exceptions only apply with the explicit permission or license from the rights holder.
May series content be shared on social media?
Sharing content from series on social media is only permitted in very limited circumstances. Publishing scenes, clips, full episodes, or images generally violates the exploitation rights of the author. So-called reaction videos or memes are also subject to these restrictions. Platform operators usually delete such content promptly when notified by rights holders, and users risk warnings and account suspensions. Only the sharing of officially provided materials (such as trailers, press photos) is allowed, provided these have been released for further distribution.
