Note 6 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 6. Commitments and Contingencies |
|
On May 2, 2012, Sean Patterson, the former President of the Company’s subsidiary, Wilhelmina International, filed a lawsuit in the Supreme Court of the State of New York, County of New York, against the Company, Wilhelmina International and Mark Schwarz, the Company’s Chairman of the Board, asserting claims for alleged breach of Mr. Patterson’s expired employment agreement (the “Employment Agreement”) with Wilhelmina International, defamation, and declaratory relief with respect to the alleged invalidity and unenforceability of the Employment Agreement’s non-competition and non-solicitation provisions. The Company and Wilhelmina International asserted counterclaims against Mr. Patterson for breach of the Employment Agreement, breach of fiduciary duty, and injunctive relief. The parties continue to be engaged in discovery. The Company believes Mr. Patterson’s claims are without merit and intends to vigorously defend itself and pursue the counterclaims. On May 23, 2014, the court granted the defendants’ motion to dismiss Mr. Patterson’s defamation claim, and granted Mr. Patterson’s cross-motion for leave to file an amended defamation claim. |
|
On October 10, 2012, an individual named Louisa Raske (“Raske”) commenced a purported class action lawsuit in New York State Supreme Court (New York County) against the Company's subsidiaries Wilhelmina International and Wilhelmina Models, Inc. (the “Wilhelmina Subsidiary Parties”), and others, as defendants (the “Raske Litigation”). The Complaint asserted claims by Raske, individually, and on behalf of the purported class, for, among other things, breach of fiduciary duty, unjust enrichment, and conversion, arising out of the defendants’ allegedly unauthorized use of models’ images and the handling and reporting of funds received in connection therewith. Other defendants in the Raske Litigation included other model management companies, advertising firms, and certain advertisers. By Decision and Order dated September 6, 2013, amended September 12, 2013, the court granted the Wilhelmina Subsidiary Parties’ and the other defendants’ motions to dismiss the Complaint, and dismissed the Complaint, with prejudice, except as to the plaintiff’s claims for alleged unjust enrichment, which were dismissed without prejudice. |
|
On October 24, 2013, a second purported class action lawsuit naming the Wilhelmina Subsidiary Parties was initiated in New York State Supreme Court (New York County) by the same lead counsel who represented plaintiffs in the Raske Litigation (the “Shanklin Litigation”). The claims in the Shanklin Litigation include breach of contract and unjust enrichment and are alleged to arise out of matters relating to those matters involved in the Raske Litigation, such as the handling and reporting of funds on behalf of models and the use of model images. Other parties named as defendants in the Shanklin Litigation include other model management companies, advertising firms and certain advertisers. The Company believes the new claims are without merit and intends to vigorously defend itself and its subsidiaries. On January 6, 2014, the Wilhelmina Subsidiary Parties moved to dismiss the complaint in the Shanklin Litigation for failure to state a cause of action upon which relief can be granted and other grounds, and other defendants have also filed motions to dismiss. By Decision and Order dated August 11, 2014, the court denied the Wilhelmina Subsidiary Parties’ motion to dismiss. In its Decision and Order, the court limited pre-class certification discovery to information relating to usages of the named plaintiffs’ images agreed to by the defendant model management companies during the six-year period prior to the commencement of the lawsuit. The parties were directed to engage in court-ordered mediation, but during that process, in October, 2014, plaintiffs’ principal attorney died. New lead counsel (if any) for plaintiffs has not yet been identified. On March 10, 2015, the court granted the motion by plaintiffs’ local New York counsel for leave to withdraw, gave the plaintiffs 90 days to find substitute counsel, and stayed the action in the interim. The Company intends to vigorously defend the Shanklin Action on behalf of the Wilhelmina Subsidiary Parties in the event plaintiffs move forward with substitute counsel. |
|
In addition to the legal proceedings disclosed herein, the Company is also engaged in various legal proceedings that are routine in nature and incidental to its business. None of these routine proceedings, either individually or in the aggregate, are believed, in the Company's opinion, to have a material adverse effect on its consolidated financial position or its results of operations. |
|
As of March 31, 2015, a number of the Company’s employees were covered by employment agreements that vary in length from one to three years. As of March 31, 2015, total compensation payable under the remaining contractual term of these agreements was approximately $4,582,000. In addition, the employment agreements contain non-compete provisions ranging from six months to one year following the term of the applicable agreement. Therefore, subject to certain exceptions, as of March 31, 2015, invoking the non-compete provisions would require the Company to compensate additional amounts to the covered employees during the non-compete period in the amount of approximately $4,585,000. During the three months ended March 31, 2015 and 2014, the Company paid no compensation cost in connection with certain non-compete and contractual arrangements of former employees, respectively. |
|