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oater

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  1. I totally agree. Arte will never publically admit that the Angels are starting a "soft" rebuild, but the offseason moves all point in this direction. In my view, salary savings are better spent on player development than on "good" free agents who will improve the team record this year by 4-5 wins (but still not qualify for a the playoffs). And at the trade deadline, I expect the Angels to offload multiple players on expiring contracts (think Drury, Esteves, Moore, etc.).
  2. Substitute Soler or Martinez for Votto and I am good with this.
  3. I was not excited by the signing, but to be fair, Anderson has posted a sub 3.5 ERA over the last month while pitching against above average teams. I view him more as a mid-rotation arm for which a $13M/yr salary is reasonable.
  4. It has not been the Angels' MO, but I wuld issue a QO to Renfroe, but would limit any multi-year offer to something like 2 yr/30 million. I view 2024 as somewhat of a transition year where we assess whether Adell/Moniak are long-term pieces for the outfield.
  5. Thank you for your comments. I would not read too much into the fact that Disney's possible liability has not been discussed in the media. We are all talking about things that may or may not happen in the future. At present the main topic of conversation is what might happen in a Diamond Sports bankruptcy. Potential Disney liability is way down the road.
  6. Thanks for providing the contract—it makes an interesting read. The contract makes reference to a number of other documents which are likely material to the Angels/Fox contract. This includes a “Disclosure Letter” which may contain disclosures about the Angels contract, and an “Assignment and Assumption Agreement” which may be the contract that transferred the Angels contract. Regardless, it is pertinent to note the following: · Disney is identified as the “Seller.” Preamble. · Disney warrants that it has the authority to enter into the agreement and complete the transactions contemplated under the agreement. Section 3.02. · Disney makes a number of warranties to the effect that it is in material compliance of applicable laws, licenses and “Material Contracts” that pertain to the transferred business. Sections 3.07 and 3.08. Unless excluded under the Disclosure Letter or other referenced documents, Disney is acknowledging that it was the owner of the Angels/Fox contract and had the authority to transfer title to Diamond. Since Disney was a party to the Angels/Fox contract, it had the obligation to perform the contract in full, and means that unless the Angels in some manner agreed to release Disney, the Angels have recourse against Disney for any breach of the contract. Again, this is under applicable general contract law. With regard to your question about Section 6.07 under which Diamond agrees to perform the assigned contracts, this is a standard contract provision for any agreement to transfer an executory contract. Nobody is disputing Diamond’s obligation to perform—rather the question is that if Diamond fails to perform, what recourse do the contracting parties have against other parties, such as Disney. Under Section 7.07, Diamond agrees to indemnify Disney for any liability Disney incurs as a result of the operation of the transferred business by Diamond. While this is a standard provision in a contract of this type, it reinforces the concept that Disney may have liability because of a breach of a transferred contract by Diamond. Disney also obtained a guarantee by Sinclair Group of certain payment obligations of Diamond under the agreement. Section 4.08. I can’t tell whether this includes any of Diamond’s indemnification obligations (Section 7.07), but it demonstrates that Disney had some concern about Diamond’s financial stability. I agree with your presumption that Moreno apparently exercised a put option to divest his interest in FSN West. Section 6.09(b). This is another indicator that Moreno was never convinced about the profitability of the restructured Diamond business model (and would be another reason Moreno would not release Disney from liability under the Angels/Fox contract). To clarify my point about any approval of the buyer by DOJ not altering any obligations of Disney under general contract law, please keep in mind that DOJ’s interest is to ensure compliance with antitrust laws. DOJ has an interest in trying to insure that the transferred business will operate successfully in order to preserve competition in the marketplace. This is obviously not a perfect process, as many transferred businesses fail notwithstanding DOJ approval. The main point is that there is no DOJ policy to relieve a selling party from liability under its contracts. Also, keep in mind that only the provisions in the DOJ/Disney consent decree have any meaning or binding effect. And since the Angels were not a party to that proceeding, they are not bound by the consent decree. Finally, even if the DOJ were interested in relieving Disney from contract liability, such action would potentially expose the government to liability for a taking of property without compensation. Obviously, I don’t believe this to be factually relevant, but it is another policy reason why the DOJ would not try to alter contract rights as part of a divestiture decree.
  7. I repeat: Disney's liability is based on its contractual obligations. Approval by the DOJ of a buyer is irrelevant to this principle. Let me know when you have any specific authority to support your position. It is not my obligation to correct your misunderstanding of the law.
  8. Here is the DOJ Merger Remedies Manual and I don't find any mention of the divesting entity being rlieved of liability. My comments have been limited to general contract principles, whereas you have cited no authority for your position.
  9. You are the one asserting that a regulatory dvestiture will relieve Disney of liability under the contract--so please provide one real life example of where this happened under an executory contract even though the other party did not consent to release liability.
  10. I did not say that Diamond has limited liability under the contract (other than any relief it gets under bankruptcy laws). To get relief under bankruptcy laws, the debtor has to be insolvent, which does not apply to Disney. While the terms of a contract are negotiated between the parties, significant financial contracts routinely provide that the contract cannot be assigned without the consent of the other party. The contract will also provide that even if consent to an assignment is given, the other party is not relieved of liability under the contract. The reason for these provisions is to prevent a solvent company from avoiding its contractual obligations though a transfer of the contract to an insolvent (or marginally solvent) company. The Angels contract would be classified as an "executory contract" which means that significant obligations remain unperformed by both parties to the contract. Literally,Disney could not acquire the contract without also assuming the obligations. Hence its sale to Diamond would not relieve it of the obligations it assumed when it acquired the contract from Fox. Keep in mind that Disney received significant monies when it sold the contracts to Diamond, so the fact that it remains obligated under the contracts is hardly unfair.
  11. Obviously the details of the contract matter, but Disney's liability would be contractual in nature. When Disney acquired the Fox properties it likely assumed all of Fox's liabilities (including Fox's obligation under the cable contract with the Angels). The sale to Diamond does not release Disney from its obligations under the contract unless the Angels agreed to release Disney from liability. Since the sale was highly leveraged, the Angels would have no reason to release Disney of its liability.
  12. It is unclear to me whether a Diamond bankruptcy would adversely affect income from the Angel's existing cable deal. Unless Diamond "rejects' the contract in the bankruptcy, the Angels will get paid as an administrative expense (i.e., with priority over other creditors). If it rejects the contract, the broadcast rights will revert to the Angels, which will be free to work out a new deal with a third party. It is very possible that Disney would be liable for any shortfall, since the sale of the contract does not release it from its obligation to perform the agreement.
  13. Yes, that would actually be lower than I would expect for an organization the size of the Angels. That said, I also expect that a settlement would be for subsantially less than 50 mil (think more like 10 mil).
  14. Yes, the case will almost certainly settle. Both sides will understand the risk of going to trial and will have a good esitmate of the total damages (that is, Skagg's lifetime earning capacity without adjustment for comparative negligence). I am certain the Angels maintain reasonable liability insurance, so any settlement will be largely (if not entirely )paid by the insurance carrier.
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