Showing posts with label filmmaker. Show all posts
Showing posts with label filmmaker. Show all posts

Tuesday, June 23, 2020

Limiting Debt and Maximizing Business: Why Form a Loan-Out Company?


By: Tifanie Jodeh, Esq. & Kelmer Messina


When we think of the word “company” we usually imagine huge buildings with thousands of employees running operations that amount to millions of dollars. While this can be one, a company can potentially be formed by one person and even be run from home.


Companies can come in many shapes and forms but, ultimately, a company is a legal entity created with the purpose of conducting business and limiting liability (such as debts and mortgages). A company is a different legal person from its members, meaning their assets and obligations are different from your personally. 


In the case of the Entertainment Industry, it has become customary for actors, producers, directors or any other Industry professional to loan out their creative services through what we call a “loan-out” company because of its many advantages. 


In this article we will examine 3 benefits of going through the work of incorporating a company, even if you do not run a huge operation with little or no employees. These 3 benefits are:


  • #1: Forming a company can limit your personal liability. When contracting through a company, the obligations and debts you incur during the course of business become separate from your personal finances. 


  • #2: Organization. Having your personal and business matters separate from one another will make it a lot easier for you to do business. This clear separation can benefit you during dealmaking and also makes it a lot easier for money to go to the right place. Payments and liabilities are directed from your Company to partners, employees or independent contractors


  • #3: Legitimacy. When working with others in the Entertainment Industry or securing financing, it can give an air of legitimacy and professionalism, ultimately making it easier for them to do business with you. Longevity of your business will make it better for you to secure loans, create good will and build your brand


We can assist you with forming the appropriate corporate entity. It is worth the time to explore your options and find out if it’s the right fit for you and your goals. 


If you have questions concerning this topic, or other areas of entertainment, business or corporate law, please email us at Asst@entlawpartners.com or call us at 310-684-3666 to schedule a free initial consultation.

COPYRIGHT; DISCLAIMER: Tifanie Jodeh is Partner at Entertainment Law Partners dedicated to corporate, business and entertainment affairs. 

Entertainment Law Partners is a full-service Los Angeles and Miami area based entertainment, business and corporate transactional law firm providing expert counsel in a wide array of business transactions with a focus on corporate, business, entertainment, media and technology industries. 

You are receiving this newsletter because we most likely met you somewhere at an entertainment related function such as a film festival, event, party, networking or we've done business with you. 

For more information about the firm or to stay up -to-date on current issues in the business, visit our site at Entertainment Law Partners or follow us on Facebook, LinkedIn, Instagram or Twitter (@entlawpartners).



Thursday, April 2, 2020

CARES Act-Forgivable Loan for Small Business Owners

BY: Tifanie Jodeh, Esq.
Kelmer Messina

The results of the COVID-19 virus has riddled our economy, most notably the entertainment business. It is a challenging time to be a business owner, we here at Entertainment Law Partners are determined to assist in solutions to help you make the best out of this difficult time. In particular, information on the application and general process for the CARES Act’s Paycheck Protection Program.
The Federal Government is in the process of implementing the Paycheck Protection Program, which will dispense nearly $350 billion dollars in forgivable loans through many  lenders and financial institutions, assisting small businesses’ capability to pay their employees while simultaneously guaranteeing the job security of all their employees for an 8 week period.
As early as Friday, April 3 (this date is fluctuating at the time of this writing), you can apply via your financial institution. Each financial institution will have their own documentation and application requirements. We have been in touch with several banks regarding their filing requirements. These loans will generally be dispensed on a first-come, first-serve basis, therefore, it is to your benefit to apply as soon as possible.
To apply for this loan, your lender or financial institution will require you to prove (among other items) the following:

  • Your small business has less than 500 employees. Current economic uncertainty makes the loan necessary to support your ongoing operations.
  • The funds will be used to retain workers and maintain payroll or to make mortgage, lease, and utility payments. You will need to provide to the lender documentation that verifies these costs. 75% of the loan must be used for payroll costs (Not complying with this requirement could affect the loan’s forgiveness).
  • You have not and will not receive another loan under this program.
  • You will also need to provide your lender with any additional documentation they request (such as tax and payroll documents), which they will use to calculate an eligible loan amount, which could be the lesser of (i) 2.5 times  the business’s average total monthly payroll costs during the prior on-year period prior to the loan being made multiplied by 2.5, plus the outstanding amount of an SBA disaster loan that was made between January 31, 2020, and the date that such loan is financed with a loan under the Act; or (ii) $10 million.

Because this program makes no distinction between corporate entities like sole proprietorship, partnerships or LLCs, nearly any company can apply as long as they fulfill the conditions, even if they are independent contractors or seasonal workers. This makes it so that if you are an actor, writer, director, producer or any other kind of Entertainment Industry professional, with a company and payroll eligible to apply for the loan.
As previously mentioned, financial institutions are likely to require a vast amount of necessary documents to determine both your applicability and the size of the loan. Assembling the documentation required by this program will be time-consuming and in some cases difficult to put together. While you may be eligible, a faulty application could be catastrophic for your company if your loan gets delayed or denied because of documentation issues. We are currently in a time full of uncertainties, yet you do not have to allow your business’s future to be uncertain.
Instead of allowing any minor mistakes to come in the way of your finances, we at Entertainment Law Partners are able to use our expertise to assist with your application ensuring the best possible presentation for consideration.

Have questions? Contact to discuss this loan as well as other state and local programs.  

Email us at Asst@entlawpartners.com or call 310-684-3666 to schedule a free initial consultation.




Will My Contract Survive this Pandemic?

COVID-19 and Force Majeure Clauses: Will My Contract Survive the Pandemic?
By: Tifanie Jodeh, Esq. 
Kelmer Messina

  When any of us in the entertainment industry first heard about the ongoing Corona Virus pandemic we could have never imagined that its spread would have such enormous repercussions around the world, and, even less, imagined its impact could be felt in such a short time. 

  Now that productions have ceased, artists, producers, and crew either deciding or being forced to stop working, what can you do to protect your rights? Well, the secret to do that might just lie on an often overlooked element of contract drafting: the force majeure clause. 
  In principle, termination and force majeure clauses have similar purposes: they both excuse the performance of one or more parties’ responsibilities to a contract. Yet, despite this similarity they are distinguished from each other because of one crucial difference: invoking a termination clause is generally a result of the actions of one parties while, under force majeure clauses, a party is excused because performance has become impossible or unreasonably difficulty due to events beyond the control of the parties. This implies that an intervening cause, such as the CoronaVirus Pandemic, could potentially excuse parties from performing under a contract. 
  Nonetheless, while the invocation of force majeure is a possibility you should have in mind, it might not be applicable in every situation arising under this pandemic. 
  Call us to review your agreements as it will be easier for us to help you make a determination of the circumstances in lieu of having to spend thousands of dollars in court to assert your position over any allegations of breach. 
  While certain events make explicit mention of superseding events such as “acts of God”, war, or strikes in the force majeure clauses in entertainment contracts, a great majority of them fail to mention anything like the word “pandemics” or “public health crises”. We need to answer this question: will COVID-19 be a valid excuse for people to invoke force majeure? 
  We need to look at some clauses that might terminate the contract immediately, while some others might just suspend it for a given time. Others might even require a party to unilaterally determine if force majeure is applicable or not. Whatever the case, make sure that, just like any other provision, the force majeure clause is applicable to your needs. 
  Keep in mind, even if COVID-19 has impaired the execution of certain contracts, the force majeure clause will only excuse people from performing their obligations if the impossibility arises as either a direct result of the disease. This means that just because the force majeure clause has been carefully delineated and is invoked during this difficult time, it would not automatically be valid because it is invoked now. Put simply, a writer or editor stuck at home because of COVID-19 is more than likely to be able and expected to keep working unless he is directly affected by circumstances such as contracting the disease or accessing the tools or resources he needs has become unreasonably difficult or impossible.  
  In conclusion, be prepared. Let us examine your clause and try to distinguish any ulterior motives the other party might have and assert your rights appropriately. After all, this is a difficult time, but if you confide in Entertainment Law Partners’ industry experience, we promise you that we will make it so you can be as informed as possible. 
  If you have questions concerning this topic, or other areas of entertainment, business or corporate law, please email us at Asst@entlawpartners.com

COPYRIGHT & DISCLAIMER Tifanie Jodeh is Partner at Entertainment Law Partners dedicated to corporate, business and entertainment affairs.  You may contact her at Asst@entlawpartners.com.

Tifanie Jodeh grants column recipients permission to copy and distribute this column and distribute it free of charge, provided that copies are distributed for educational and non-profit use, no changes or revisions are made, all copies clearly attribute the article to its author and include its copyright notice.
DISCLAIMER: Readers should consult with a lawyer before solely relying on any information contained herein.
 

Monday, August 26, 2013

The Missing Piece of the Jigsaw.

Tax relief launched in the UK for high-end TV and animation, is being hailed as “one of the biggest opportunities we’ve had in a generation”. Clive Bull reports



The UK’s already robust film and television production sector is experiencing another uplift thanks to recently launched Creative Sector Tax Reliefs announced for high-end television and animation, with a games incentive pending EC Sate Aid Approval. The schemes include provision for tax relief on television productions where the budget exceeds £1m per broadcast hour, amounting to a 25% rebate on qualifying production spend within the UK, capped at 80% of the budget. To a large extend, the new television incentive is based on the existing Film Tax Relief (FTR), which is credited with bringing numerous major productions to the UK. As with the FTR, there is a points-based cultural test to establish whether the production qualifies as British.
            “The Film Tax Relief, since it was launched in its present form in 2007, has been a great success,” Adrian Wootton, chief executive of the British Film Commission and Film London, says. “It’s attracted an awful lot of inward investment, which has allowed the British film industry to invest and expand.”
            But while film companies were finding the UK an attractive proposition both in terms of facilities available and the financial incentives, there was a growing feeling the large-scale television productions, particularly from the US, were not being offered the same competitive edge. That case was conveyed by the industry to the UK government and the result was the announcement of a tax relief in April 2012 which already appears to be attracting ambitious drama projects that might previously have had to look elsewhere.
            Wootton says a lot of creative decision-making informs television companies’ choice of location, unless that choice is ruled out on the ground of finance. Companies like HBO, he adds, were insisting that they wanted to come to the UK but needed the level playing field that a competitive incentive affords in order to make that choice. “They said, ‘We’re spending billions of dollars worldwide and where’s the one place we want to shoot and we can’t? It’s in the UK. So give us the reason to do it. We know what you can deliver and we’d rather make it with you if we could.’”
            It’s clear that the financial incentive is not the only motivation behind productions preferring to be based in the UK. “Think about the concentration of facilities that we have, the quality of the crews, the amount of investment we have made in training, the time zones – and also the language factor is not an inconsiderable one,” Wootton says. “There’s a whole multiplicity of factors and what we needed was the missing piece in the jigsaw puzzle. We’ve got that missing piece now and I think we’ve got a really competitive and exciting offer that people will want to grab.”
            The worldwide shift towards high-end serial drama is another significant factor behind the new incentive, as terrestrial broadcasters, along with cable, satellite and online players, seeking to give themselves an audience USP, move increasingly towards more lavish shows with higher production values.
            Richard Williams, chief executive of Northern Ireland Screen, cites HBO’s Game Of Thrones as a case in point. “It is the perfect example,” he says. “I think our being able to articulate what the value of Game Of Thrones was to the development of the sector here, and its value to the economy, was one of a number of very significant arguments that led to the tax incentive.”
            The HBO epic fantasy series is now confirmed as shooting for a fourth season in Northern Ireland. Williams says help from the Northern Ireland Assembly in funding the pilot was the clincher: “We provided the same level of incentive for the pilot that we did for the first season, on the logic that if you don’t get the pilot, you can’t get the series. So that was a bit of a risk, but it paid off for us. And that is one of the important pieces of the legislation – that the incentive needs to be available to pilots, because for a lot of the broadcasters that’s still the way they do it. Game Of Thrones wouldn’t have happened in Northern Ireland if the pilot hadn’t happened in Northern Ireland.”
            John McVay, chief executive of Pact, which represents UK independent content, was on the Treasury working group that advised government on the structure of the new tax relief. He agrees that high-end series will be attracted to the UK by the scheme. “If you look at the strategies of a lot of the US networks that produce high-cost drama, they are looking to try and find ways to finance that,” he says. “They look around the globe for co-production partners, co-financing and incentives, because the TV industry has gone global very quickly. So the UK is well placed to be a hub for that type of production internationally. But also it’s a great opportunity for us, because we have very high-quality international producers based in the UK. Having an incentive in your pocket when you go out into the market is very, very helpful.”
            McVay says the Starz/BBC Worldwide production Da Vinci’s Demons, shot in South Wales with the help of the Welsh government, is another example of the kind of high-quality drama already shooting in the UK. “They started that without incentives and I’m quite sure those shorts of channels and producers will be looking at the UK with even more interest now that we have an incentive,” he says. “People like to work in the UK because we offer very high quality, have a very can-do attitude, and the people are generally welcoming to production. We have very good technical skills, and very good post-production and CGI – that’s been the rationale for so many US feature films to come here.”
            Already prompting widespread interest from around the world, Wootton says the initiative will bring inward investment from big international dramas, co-productions with UK companies, and domestic drama that was previously going offshore.
            “I think it’s one of the biggest opportunities we’ve had in a generation,” Wootton adds. “This is a brand new opportunity and, certainly, if the volume of enquiries and level of interest that we’ve been getting both in London and in the US office of the British Film Commission is anything to go by, the UK will soon be first choice for international high-end production.”

For more information go to: http://www.britishfilmcommission.org.uk/


Article courtesy of Location UK.

Sunday, November 18, 2012

When should you work with an Entertainment Attorney?


By:  Tifanie Jodeh, Esq. 
It's best if you have an attorney in your pocket at the very beginning of your project. For example, this may mean hiring a writer to write your script or getting permission to make a screenplay from a book.  The can also be helpful in sourcing your team which includes casting directors, co-producers, directors, talent and the like.  Your team will need contracts and your attorney will be there to lock everyone in to your project. 

Contracts drafted-  A savvy filmmaker or producer knows that everything in the realm of business is smartly done via contracts. Contracts protect both parties. Contracts form the foundation for duties, tasks and responsibilities of all parties involved. When you have everything documented, you are one step ahead in making certain that your production is fully "cleared".   Cleared means that all rights and legalities have been formally executed and that your film is able to acknowledged that you hold all the needed rights to use each aspect of the property.  Cleared rights include trademarks, options, work for hires, name and likeness, copyrights and insurance.  Your entertainment attorney will help guide you in the right direction and make sure that you don't legally impede your production. 

Other items to consider.
Make sure you have a budget that includes items such as script clearance, title clearance, E&O insurance and (sometimes) a bond.   It protects you as a producer and filmmaker, it protects your investors and distributors.  Make sure your attorney sees a first cut of your project.  They may flag possible clearance issues that you did not catch during filming.  For example, a shot of a "McDonald's" cup appears but you failed to call the McDonald's company to get permission to use their trademark.  You and your attorney can work together in obtaining permission or leaving the image on the cutting room floor. 

Additional Resources
Our website, www.entlawpartners.com is full of information and resources.  Our blog contains the latest news, views and updates on entertainment law.  Or, you may give us a call for a free consultation. 

COPYRIGHT & DISCLAIMER

Tifanie Jodeh is Partner at Entertainment Law Partners dedicated to corporate, business and entertainment affairs. 
Tifanie Jodeh grants column recipients permission to copy and distribute this column and distribute it free of charge, provided that copies are distributed for educational and non-profit use, no changes or revisions are made, all copies clearly attribute the article to its author and include its copyright notice.

DISCLAIMER: Readers should consult with a lawyer before solely relying on any information contained herein.