Inside Music Catalog Investing

01Introduction

Duetti has completed more than 1,800 catalog transactions since its inception four years ago, and the company’s transaction volume provides a valuable perspective on the catalog market. That volume gives us a consistent view of how catalogs are priced, where transactions stall and what separates an efficient closing from a slow one.

This paper is intended for counsel representing sellers in catalog transactions. It does not advocate for sellers to bear risk or fewer contractual protections. Rather, it examines how thorough legal preparation can support an efficient closing and prevent avoidable complications. It showcases how we need to continue to challenge the status quo in our industry so we can provide even more value to more clients.

Part of that preparation is expectations. In the Duetti x Billboard Music Finance Index, lawyers estimated catalog multiples about 25% higher than other market participants, with the widest gap in mature publishing catalogs (16.6x against 12.7x). Headline valuations rarely reflect the specific rights, income and risks of the catalog being sold, and the same is true of many common assumptions about how a buyer runs the process. The five myths below are where we see that gap most often.

02Five Myths About Selling a Catalog

Sellers’ counsel often approach a catalog sale with assumptions formed in deals with traditional labels, publishers and financial buyers. We have deliberately built Duetti to make the acquisition process simpler, faster and more accessible, so several of those assumptions do not hold with us, and preparing around them can cost the seller time.

Myth 1: The buyer will over-lawyer the deal

Counsel often prepare for a long negotiation over broad rights grants and protections against every remote contingency. We do not seek broad rights for the sake of it. Buyers like Duetti will focus on the rights needed to make a deal work, keep their forms simple and straightforward, and aim to go from LOI to funding within six weeks. Time spent preparing to resist protections a buyer will not ask for is better spent on the ownership and revenue questions covered below.

Myth 2: Rights reservations are off the table

A catalog is both a financial asset and a body of personal creative work, and sellers often have good reasons to keep certain rights, such as approval over certain future uses or the ability to press vinyl. Buyers like Duetti should be happy to discuss reservations for the elements a seller cares about, and should get comfortable with them if the overall deal makes sense.

The questions a buyer asks are whether the reserved rights are clearly delineated, administrable and compatible with the revenue being acquired. Lawyers help their clients most when they distinguish genuine non-negotiables from an instinct to reserve every conceivable form of control. Before negotiations start, agree with your client which reserved rights matter most, and draft them narrowly enough to administer.

Myth 3: Part of the price will be held back

A good buyer will not insist on holdbacks as a default. The preferred approach should be a clean, transparent deal: a full buyout with the purchase price paid at closing rather than part of it routinely retained. This is cleaner for the buyer and better for the seller, and it makes pre-closing preparation especially valuable. Counsel should focus on delivering a catalog that can close cleanly, rather than assuming a holdback will bridge unresolved diligence.

Myth 4: The catalog has to fit a standard structure

Rights are rarely held as neatly as a template assumes, and deal structures account for that. A buyer like Duetti buys whole or partial catalogs, and partial shares in masters or compositions. For example, if a seller does not own the master but has a royalty interest, Duetti can structure around that. On the publishing side, we can acquire the publisher’s share, the writer’s share, or both, depending on what makes sense for the seller. Where contributor agreements are missing, the buyer should invest their own resources to regularize the position rather than requiring the seller to absorb the cost and legal time.

For counsel, the useful preparation is an accurate statement of what the client holds. There is no need to reshape the asset to fit an assumed structure before approaching a buyer.

Myth 5: Once sold, the catalog sits on a balance sheet

Sellers sometimes assume that a buyer’s interest ends with the purchase price. This is not always the case. For example, Duetti has a dedicated Catalog Marketing team that works to grow listenership for the catalogs we acquire, through creator campaigns, sync licensing, and other initiatives such as our Remix Program, in which sellers can partner with high-profile producers. Counsel should ask any buyer what it plans to do with the catalog after closing, and use the answer when deciding which offer to accept.

03Three Things That Do Make a Difference

Three questions run through every catalog acquisition: Who created the work? Who owns the rights being sold? And where did the revenue come from? Rather than focusing on things that don’t matter, a lawyer who can answer those questions clearly has already done much of the work needed to make a transaction successful. These are also the facts a buyer prices, so answering them early narrows the valuation gap before the first offer.

1. Ownership and chain of title

Sellers who understand their catalog get to a “yes” much more quickly. For example, distinguishing copyright ownership from licenses, or identifying any encumbrances on a royalty stream, lets buyer and seller reach agreement on what is being sold and start papering the deal.

The gaps we see most often are missing producer or featured-artist agreements, unresolved samples, and undocumented transfers. These are not academic imperfections. Left unresolved, they leave the buyer unable to establish complete ownership and put the deal at risk. If resolved before diligence, they save both sides the time spent combing through documents and fixing issues under closing pressure.

2. Third-party consents

The most important thing for a buyer is a clear, irrevocable right to be paid. Existing distribution and administration agreements may contain consent requirements, rights of first refusal, matching rights, termination mechanics or other limitations. When these blockers are not dealt with up front, they end up being addressed after signing, which slows down funding.

Lawyers can help their clients by understanding the contractual framework early and discussing how best to approach third parties with consent, approval or matching rights. A buyer’s relationships across the industry help, but they cannot substitute for a seller engaging its distributors, administrators and collaborators early. The goal is not simply a signed acquisition agreement; it is a functioning post-closing revenue transition.

3. The data room

A well-organized data room is not cosmetic. It should connect an asset schedule to the relevant ownership documents, royalty statements, distribution and administration agreements, contributor clearances and known disputes or restrictions. It should also identify the people who can procure consents and implement royalty redirection. The earlier those materials are assembled, the less time everyone spends reconstructing the catalog under closing pressure.

04A Practical Closing Agenda for Sellers’ Counsel

• Prepare a track-by-track or work-by-work rights schedule that distinguishes copyright ownership from royalty and other contractual interests.
• Map the chain of title, including relevant entities, collaborators, samples and contributor clearances; flag gaps before diligence.
• Reconcile historical royalty statements to the governing distribution and administration agreements. Identify unusual revenue patterns or platform concentration, and be ready to show that the streaming activity behind them is genuine.
• Disclose any role AI played in creating the catalog, track by track, and expect specific protections in the purchase agreement.
• Review existing agreements for consent, assignment, termination, matching and income-redirection requirements; engage necessary counterparties before signing.
• Identify the artist’s important retained rights and approval requirements, and translate them into narrow, operationally workable provisions.
• Organize the data room so the buyer can trace each asset from rights schedule to ownership document to revenue source.

05Conclusion

Across more than 1,800 transactions, the same pattern holds: the catalogs that close fastest are those whose counsel can show what is being sold, who owns it and where the income comes from, and who have engaged third parties before signing rather than after. Much of what sellers’ counsel expect to negotiate, from broad rights grants to holdbacks, matters less than they assume. Ownership, documentation and a clean path for revenue matter more.

We hope these observations help sellers’ counsel set their clients up for success, and we welcome conversations with counsel about preparing a catalog for sale.