RIP DC Comics, Inc.
I was looking through legal materials last night and noticed something that had been there all along but had not previously caught my attention:
DC Comics, Inc. does not exist. In fact, it died the same year as Superman.
Really. As noted in court filings in the Superman case, in the early 1990s DC Comics, Inc. was dissolved and converted into a general partnership co-owned by two Time Warner subsidiaries (see this court order, p.4, #20) . The Superman court documents state that this happened back in 1993, but contemporaneous SEC filings state that the restructuring actually took place back in 1992:
TWE and WBI each owns a 50% interest in DC Comics, a New York general partnership, formed effective June 30, 1992 to continue the business previously conducted by DC Comics Inc., a New York corporation.
A search of the New York Corporations registry confirms that the name "DC Comics, Inc." is no longer active.
I'm a bit time constricted right now, so I'll have to leave out much of the legal analysis I'd provide were I writing this on Blog@, to which I plan to return soon once I finish my current writing project. For all I know, this may have been a major topic of discussion back in 1992, a period of time when I was temporarily out of the loop in all things comics--when I have a bit more time, I'll do a bit more digging.
Meanwhile, a few quick notes:
*DC Comics still exists, just as a general partnership. That partnership is the entity that co-owns Superman and assigned the rights within Time Warner.
*Unlike a corporation, a partnership does not pay corporate tax. It is what is called in the biz a "flow-thru" entity. This tax status may have been at least partially a reason for the switch, though the enhanced organizational integration of DC's intellectual properties with Warner entertainment entities also may have been a factor.
*One trait a general partnership does not have is limited liability. What particularly struck me in regard to this is that Time Warner did not restructure EC Publications, Inc., which publishes Mad Magazine and could be more of a lightning rod for lawsuits.
*For reasons I *really* won't go into now re the history of corporate taxation, if the transaction had been being structured today I wonder if Time Warner would have set up DC Comics as a Limited Liability Company instead of a general partnership.
*Again, this is all off-the-cuff reflection, lacking the more intensive research & review I'd do for a post elsewhere. If anyone knows more re this, feel free to drop me a line.
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