Archive for the ‘Uncategorized’ Category
Filmmaker & Creatives Business Practices – 4 Must Do’s
Tuesday, June 4th, 2013
Aspiring filmmakers and creatives often let the contract and business details be an afterthought, thinking “that’s not fun. Or creative. And I don’t have the budget for that un-fun, un-creative stuff. I’m working with my friends… it’ll all be fine.”
But they’re unlikely to do so again after the many problems that arise (which they always do) and perhaps render their hard work practically and commercially unusable. Neglecting contracts and business formalities may prevent getting investors for your project, or may cause a host of other problems that mean a film or creative project cannot get interest or distribution.
What follows is a brief list of critical “what and why” business details that filmmakers must do, from the outset, to minimize obstacles to a film or project’s success.
1. Form a Production Company through which the film must be made. Why?
First, that will be the legal entity into which development/investment money is deposited. Why not take money/investments personally? Because of the second primary reason – liability. Liability in film development and production can come from multiple angles – from the U.S. Securities and Exchange Commission for taking investments without the proper paperwork (a “prospectus” or “private placement memorandum” – VERY different from a “business plan”), or from an accident involving the cast or crew on set, or to a bystander not part of the cast or crew (think a lighting element falling onto a passerby), or to the production “losing” funds needed to pay cast and crew.
This “parade of horribles” isn’t fiction – it happens all the time. And if it happens without the legal protection of an LLC or similar legally separate production company, the legal liability will likely fall personally on the producers and those heading up the project, and potentially onto the investors – meaning that personal assets will be responsible for whatever harm or legal claims.
The third reason is that the legal entity will be the “person” (a legal “person” under the law) that contracts with all those involved in the film – from the producer(s), directors, cast and crew, transportation, catering, etc. If anything goes sideways with these contracts, it is the legal person that is held accountable instead of the actual persons heading up and investing in the project.
2. Get a contract with the writer(s) for the legal acquisition of the script or story –a literary acquisition agreement (a/k/a an “option/purchase” agreement). Failure to do this means that the production does not have formal rights to the intellectual property it is making – meaning the writer/creator may have the ability to withdraw his material and prevent the production from doing anything commercial with footage already shot. So it is critical that this be accomplished before any production – or even development – takes place.
Think that you are “friends with the writer” and you’re therefore “in this together?” Are you willing to bet the entire project and all your hard work on that assumption? What is it that they say when you “ass-u-me” something?
Creative partnerships crumble all the time. Without a written agreement in place from the VERY beginning, the entire project is at risk.
3. Investments – get lawyer drafted investment documents. Or risk having to refund all investments, fines, jail time, and lawsuits by the investors themselves.
Under the SEC and state securities rules, if you have taken someone’s money and have given them an expectation of a “return” on that money, you’ve probably sold a “security.”
Yes, even selling shares of your little film may well constitute a “security” in the eyes of the federal and state governments. That doesn’t mean you can’t take such investments. But it does mean that if you do so without following the proper legal requirements, you may have to give back ALL of the money taken for the project (yes, all investments – not just the one that the gov’ment found out about), and it may mean fines or even jail time.
And independent of those terrible consequences, failing to have the right legal language in investment documents leaves the production open to lawsuits by the investors if they become dissatisfied with… all sorts of things – how you’ve spent the money, how long it has taken to get a return on the money, the size of the return (or lack thereof).
Proper investment documents are as much for the protection of the film and filmmakers as they are for the protection of the investors.
4. Production contracts – use them – ALWAYS. Without exception! Like it or not, a film is a business. Even the “auteur,” if he hopes to continue making filmic masterpieces, cannot ignore the business realities that filmmaking is expensive (even in this digital age), it takes money, and money rarely comes to one who does not handle it in a businesslike manner.
So even first effort indie films are a business – a proving ground to show that you can handle the business, artistic and technical demands of being a filmmaker. And as such there are contracts that MUST be used in the work of this business; contracts that clearly state who owns what, who has rights to what, profit/interest divisions, etc. The who, what, when, where, why (perhaps) and how much regarding the business transactions involved: the script/story option purchase agreement, cast and crew agreements, talent/interviewee release agreements, name and likeness releases, licensing agreements for use of the intellectual property of others (music, photographs, products, film or video clips (no – YouTube does not mean it’s in the public domain)), location agreements, craft services contracts, transportation agreements, insurance (workers comp, liability, errors and omissions, defamation protection), sponsorship and product placement agreements, distribution (foreign and domestic) agreements, appropriate trademark registrations, and the list goes on and on and on.
Ed Sullivan clip and the Fair Use Analysis
Saturday, May 4th, 2013
A recent (March 2013) opinion by the U.S. Ninth Circuit Court of Appeals (covering the West Coast and many of Western states) provides an excellent analysis of U.S. copyright law and the fair use defense.
In SOFA Entertainment, Inc., v. Dodger Productions, Inc., the plaintiff, SOFA Entertainment, held the copyright to The Ed Sullivan Show, Ed Sullivan being the iconic maker of music and entertainment careers in the 50′s and 60′s. Dodger Productions produced the live stage musical Jersey Boys, which presented in a morphed live stage musical / documentary style, the formation, success and eventual break-up of the 60′s rock ‘n roll group, The Four Seasons.
At one moment in the Jersey Boys stage show, a brief video clip of The Ed Sullivan show was shown on stage, depicting Ed introducing The Four Seasons. Following that, live performers portraying The Four Seasons began a Four Seasons musical number on stage.
In the stage production, the Ed Sullivan clip is used to emphasize the historical and real life importance of Sullivan’s introduction of The Four Seasons, thereby showing the group’s importance in American music, and particularly in response to the then-occuring British invasion.
The lawsuit arose as Dodger Productions had not licensed the clip of Sullivan from SOFA Entertainment. SOFA sued Dodger alleging copyright infringement.
In a very clearly reasoned opinion, the Ninth Circuit laid out the fair use analysis. The four simple criteria of the test, however, belies an often tricky and nuanced question, which turns on the specific facts of each specific use of copyrighted material. The SOFA court even noted, “Many fair use cases still manage to approach ‘the metaphysics of the law…’”
The basic fair use test is as follows:
1. what is the purpose and character of the use (of another’s copyright protected material), including whether such use is of a commercial nature or is for nonprofit educational purposes;
2. the nature of the copyrighted work;
3. the amount and substantiality of the portion used in relation to the copyrighted work as a whole; and,
4. the effect of the use upon the potential market for or value of the copyrighted work.
Despite 4 seemingly simple factors, the inquiry within the inquiry goes deeper down the rabbit hole.
Regarding factor #1, the “purpose and character of the use,” the central inquiry is whether the new work is “transformative.” Does the new work “add something new” to the existing work – new expression, meaning or message?
In the Jersey Boys musical, the Court found that the production had used the clip as a “biographical anchor,” using the importance and relevance of an introduction on The Ed Sullivan show to demonstrate “evidence of the band’s enduring prominence in American music.”
Transformative? Yes. Element 1, satisfied in favor of fair use.
Factor #2 – The nature of the copyrighted work, recognizes that some works, “generally creative works, like fictional stories – ‘are closer to the core of intended copyright protection than others.’” The Court found that while the entire Ed Sullivan episode, or perhaps the performances contained therein, may have been more at the core of copyright, the brief clip at issue conveyed mainly factual information – who was about to perform.
By contrast, the Court may have reached a different conclusion on this factor had the clip been one of the creative performances in the episode, as opposed to this clip being more factual in nature.
Element 2, satisfied in favor of fair use.
Factor #3 is the amount and substantiality of the portion used – the qualitative amount and qualitative value of the original work used in relation to the defendant’s justification for the use.
SOFA admitted that the 7 second clip used was quantitatively insignificant, but argued that Dodger had attempted to capitalize on the central and most beloved part of The Ed Sullivan show, Sullivan’s introduction of popular new rock and roll acts.
The Court found that, because of the brevity of the clip and the simple factual information conveyed in the introduction, it was doubtful whether the clip alone qualified for copyright protection. Moreover, the Court found SOFA’s attempt to rely on Sullivan’s “trademark gesticulation and style” as an element of copyrightable “distinctive expression” to be misplaced.
“It is Sullivan’s charismatic personality that SOFA seeks to protect. Charisma, however, is not copyrightable.”
Element 3, satisfied.
Factor #4 – the market effect; whether the supposedly fair use had a negative impact on the market for the original work and the market for derivative works (other works based on the original work), including whether the supposedly fair use became “unrestricted and widespread.”
Review of this factor, in part, reflects back to the first element, and whether the new use was “transformative.” If the new use was “transformative,” it would perhaps not have a negative effect on the market for the original material. “Where the secondary use [the allegedly fair use - here, the clip used in the stage show] is not a substitute for the original and does not deprive the copyright holder of a derivative use, the fourth factor weighs in favor of fair use. … When the second use is transformative, market substitution is at least less certain.”
The Court found that Jersey Boys was not a substitute for The Ed Sullivan Show, the 7 second clip only appeared once in the stage production, the stage production was not being reproduced on DVD, which would have allowed for repeated viewing of the clip, and that Dodger’s use advanced only its own creation without reasonable threat to SOFA’s business model.
This particular finding does seem to ignore that part of SOFA’s business model was to license clips of its intellectual property, and Dodger’s “free” use deprived SOFA of revenue it would have earned had Dodger paid to license the clip.
But no matter. According to the Court, element 4, satisfied.
Dodger’s use of the 7 second clip was deemed fair use.
The cost of Dodger proving its case – $150,000 in attorney’s fees and costs (at least). This is known because SOFA had lost a similar case previously, so the Court awarded Dodger’s attorney’s fees and costs, noting that SOFA should have known its claims in this case were likely to fail based on the outcome of the previous case.
Had SOFA not lost in a previous and similar case, it is entirely possible that Dodger would NOT have been awarded its attorneys fees and costs, thereby having paid $150,000 to defend its “fair use” of a 7 second clip it likely could have licensed for a few thousand dollars.
So while this case may support a project’s claim that their use of someone else’s copyright protected material is “fair use,” it must be considered whether a project can afford to fight that legal fight – even if certain of victory. Which, in litigation, is never certain.
You can’t afford NOT to hire an entertainment lawyer.
Tuesday, February 26th, 2013
I often receive calls from creatives with business and legal questions about their project. Many thinly funded project leaders balk when they find out that an attorney (including yours truly) charges from $375 per hour and up – to negotiate deals or assist with disputes, draft entertainment or business contracts or settlements, do copyright or life rights clearance work, assist in obtaining life rights and rights of publicity, file Trademark applications, work on some other intellectual property issue or problem or handle the myriad other needs that are necessary to: develop and produce a film, TV project, pilot, or reality program; develop a smartphone app or game; protect music and publishing rights; protect, option or sell a script; sell photographs, etc., etc., etc.
While I sympathize with the thinly funded creative project, the fact is the creative can’t afford NOT to hire an attorney to do what is needed. A few examples:
- a group of friends decide to write a script and develop a film, and shoot a sizzle reel to help raise money to produce the project. Problems presented? Without a legal structure such as an LLC or corporation, they may all be subject to personal liability if anyone sues… for anything; without proper contracts, the rights to the script, dialog, characters, plot, art direction, costumes, special effects, footage, sound recordings, talent’s performances are not vested in – that is, “owned” by – any single person or entity — meaning the rights to the various content are so split and fractured the project likely can NEVER be used by anyone for a commercial purpose. Or perhaps ANY purpose, commercial or not.
- a writer bases a script on a real person for whom the writer does not have the “life rights.” Problem? After toiling away for months or years on the script, the writer can’t do ANYTHING with the script until that little “life rights” issue is taken care of.
- adaptation of a preexisting work – a book, comic, film, or riff on someone else’s intellectual property. Same problem – without getting the rights to adapt the prior work, he who is doing the adapting can’t do ANYTHING with the work product until working out that little “adaptation rights” issue.
There are thousands of variations to these and similar scenarios.
In the attempt to save perhaps as little as a few hundred dollars on legal advice or properly drafted contracts, the creative has wasted months or years of their own time, and potentially the time and effort of all those working on the project as well.
And pulling random contracts off the internet is equally effective. The non-entertainment attorney has little concept of what they are NOT getting via the “free” internet contract. Omissions from the “free” contract may be TERMINAL to a project – but that may not be realized until far down the line, after hours and weeks and months – or years, of blood, sweat and tears.
Don’t skimp on legal advice and properly drafted agreements.
Get the needed advice and legal work at the outset of the project.
I will happily accept credit card payment for the help you need. Many other entertainment attorneys will as well.
So what do entertainment attorneys cost? A small price, considering their involvement may mean the difference between being able to utilize and prosper from your project, versus having wasted a wealth of time, effort, and creativity.
If I may be of assistance in the development of your entertainment, media, video game or app project, or in the development and growth of your business, please call or email at your convenience.
- What do movie producers do? (gointothestory.blcklst.com)
Quoted in Fifty Shades of Grey vs. Porn Version Article
Monday, February 4th, 2013
Contract Pitfalls for Software & App Developers, Entertainment Co’s
Monday, January 28th, 2013
“Don’s step over a dollar to save a dime.”
I frequently hear from clients and soon-to-be clients with some problem involving work by an independent contractor. The independent contractor was hired to do some creative work – develop software, write code or create an app, write a script, film or shoot some performance – some endeavor that involves handling copyright protected content. Or creating content that results in copyright protected content.
The problem often arises because unless a contract with such an independent contractor specifies it is a “work made for hire,” it may be that the employer of the contractor does not own the copyright to the resulting material. Or the absence of a written contract, or one grabbed off the internet – one never reviewed by a lawyer, insufficiently protects one party or the other in any number of ways.
Other contract pitfalls abound.
So I thought it might be useful to post these critical considerations for any contract. This is by no means an exhaustive list, and some of these items may not be appropriate for every contract or situation.
But these items should be considered whenever entering into an employment or independent contractor situation, and ideally considered in discussion with an experienced attorney (such as Yours Truly).
1. Use a written contract. If work is to be done, there should be a written contract. I don’t care that the person doing the work is a friend, girlfriend, spouse, conjoined twin – use a written contract that clearly spells out the agreement between you. That includes anyone doing work on your project: coder, graphic designer, photographer, writer, screenwriter, copy writer, editor, engineer, artist, web designer,… anyone doing any work that you will be incorporating or utilizing in your project or product.
2. Milestones – important measuring devices. Delivery milestones are a critical element in these types of contracts. You want delivery or “deliverables” milestones in these contracts because they cause (a) ongoing quality control, (b) an early warning system for problems, (c) timely delivery on the agreed schedule, and (d) an ongoing dialog and approval process (and therefore termination grounds if necessary) for the anticipated work.
If there is only one delivery date, that is often the date upon which the hiring party receives their big disappointment – and the bill from the independent contractor who, in his mind, just delivered in good faith, and therefore expects to get paid.
3. Warranties and expectations. Warranties in the contract pre-negotiate how the hiring party intends to use the work product, and what rights it expects to have at the completion of the work. These sections first and foremost warrant that the independent contractor will be providing “original” work, as opposed to repackaging someone else’s work, or work that the contractor did for a previous client.
Further, public domain, free or open source software/tools may be used to create your project. The contract is the time to specify what is or is not acceptable. And it may be important to specify on the front end what intellectual property rights the hiring party expects and needs in the finished work – and therefore what free or open source tools may – or may not – be utilized in creating the work.
4. Termination Clauses and other unpleasantries. A termination clause is important to specify when the contract may be declared terminated. Nonperformance, unacceptable performance or quality, dissatisfaction with aesthetic aspects? What is one party’s good faith performance may be the other party’s breach or failed performance. A well thought out termination clause may allow the avoidance of litigation.
5. Law, Venue, Alternative Dispute Resolution, and other lawyer crap. Dispute resolution issues, such as applicable law and venue, or even procedures to potentially resolve disputes outside of court, may save tens of thousands of dollars and countless hours of wasted time, energy and focus.
Having been a full time litigator for 13+ years, and now a corporate/contract/transactions attorney, I know that when a company or person ends up in court – even with a winning position – they have already “lost.”
The best way to avoid disputes, and to avoid the financial and resource waste of litigation, is to carefully negotiate and draft contracts on the front end of a transaction.
Often the few dollars one attempts to save by avoiding a lawyer-drafted contract ends up being the most expensive “savings” that never was. One has stepped over a dollar to save a dime.
If I may be of assistance to your company or endeavor, I would welcome you getting in touch.
Business • Entertainment • Media
End of Year & New Year Housekeeping… for Companies.
Monday, November 26th, 2012
As the end of the year approaches, and the New Year looms, this is a good time to take stock of this year’s company actions, and anticipate next year’s company needs.
First, a quick review of the most basic “corporate formalities” that every LLC and corporation should be following on a day to day basis. These are the basic housekeeping actions that protect a company’s limited liability protection, hopefully preventing the “piercing of the corporate veil” in the event of a lawsuit.
1. Separate bank accounts for the company – separate and independent from the individuals that own, operate or otherwise transact business with the company.
2. No co-mingling of company funds with personal funds – any payments between the company and those that own, operate or otherwise do business with the company must go through proper company channels, through “arms length” transactions (fair to the company, and not one-sided to the individual).
3. Separate accounting and bookkeeping records for the company – essentially an extension of 1 and 2 above. It’s a separate legal entity. Treat it as such on paper and in reality.
4. Authorize company actions through Members or the Board of Directors – schedule and give notice for meetings for important matters, and review the Operating Agreement or Bylaws as to any annual activities that such documents may require – annual meeting required of the Members, the Board of Directors and/or the Stockholders.
5. Keep corporate minutes of actions by the Members or Board – keep them in your Company Book, with other appropriate important documents.
6. Act in the best interest of the company/Members/Shareholders, and not in favor of one or a few.
These are the broad strokes of maintaing corporate formalities. Easily done, but very important.
In the New Year, also consider the following needs, requirements or deadlines to start the year off right:
- Company Annual Statement / Statement of Information due to the Secretary of State’s office?
- Tax compliance? State, Federal, Franchise, Payroll, County or City Taxes due, or Business Licenses needing to be renewed?
- Notification required of annual meeting of Members, Directors, or Shareholders? Planning needed for such meetings, and with ample time to issue the required notices?
- Election or re-election of company officers?
- Insurance review? Are the coverages in place still the right kinds of coverages considering the past year’s activity and upcoming plans? Are the coverage limits still appropriate, or too much or too little?
- Update any emergency or disaster planning?
- Update or review any technology backup systems, and in relation to emergency or disaster planning updates?
These are but a few considerations that every company should review with the turn of the calendar year.
Many of these matters may be “lawyer” activities, and I welcome the opportunity to assist if needed.
Happy Holidays, and a Happy and Prosperous New Year !
Are you treating it like a business?
Friday, November 16th, 2012
My legal practice is a mix of business clients and entertainment clients, so I come across many people that are growing their endeavor from an early stage. That early stage is frequently a natural progression from a unique combination of passion, interest and skill toward (hopefully) a profession – a going concern – whether that is a business of some sort, or a successful film, writing or music career, or the like.
That transition into a “going concern” is incredibly difficult for many reasons, not the least of which is the difficulty many entrepreneurs find in demanding value for their skill, service or idea. Too often entrepreneurs treat their “it”, whatever it may be, not as a business, but as the uncompensated passion from which the “it” evolved.
In doing so, they hold themselves back – they stifle their own growth into a going concern.
Here are a few common pitfalls to avoid.
After reading these suggestions you can push back from these difficulties with a simple phrase – “I wish I could do that, but my lawyer says I can’t.” (Feel free to substitute “business manager”, “accountant” or “soothsayer” if it helps get the message across). Somehow blaming the bad news on a trusted advisor makes the refusal more palatable to them that’s hearing it.
1. Do not give “it” away – whatever “it” is. Whether you are producing a widget, selling a thing-a-ma-jig, or building a client base, it always seems that the intended customer wants it, initially, for free. Beware – and resist this as much as possible. Admittedly this may be the most difficult of these pitfalls to avoid. Every entrepreneur has to “give away” some of their time, advice, know how, product, samples, skills, etc., to prove to the world that they have something of value that should be paid for. Granted.
But as the old country wisdom goes, “why buy the cow if the milk’s for free?”
Resist the give-away. If what you are offering has value, require that its value be recognized. If a “free sample” has to be given, fine. Just keep it to a minimum, and be clear in your communication that very quickly the value must be recognized – and paid.
Anyone that expects otherwise is unreasonable – and should be passed by quickly and without regret.
2. Confirm that value in a clear writing – always. Early entrepreneurs often find it difficult insisting that an agreement be put in writing. They often feel that insisting on a writing shows distrust of the opposite party, and therefore may sour the new relationship.
That is looking at a written agreement from the wrong end. First and foremost, forming a written agreement is a process that makes the parties focus on the details of their intended arrangement – clarifies the deal and the details of the deal – so as to avoid misunderstandings later. Simply going through the process of discussing and committing to writing what each party intends will help avoid future misunderstandings and mistakes.
Focus on the who, what, when, where, why (sometimes), and how of the transaction. How will the performance unfold – multiple stages, milestones and approvals leading to the next stage? How will payment unfold – 1, 2, 3 or more installments as performance goes forward?
If you’re finding it difficult to put your understanding in writing, it may be that the transaction is unclear. But it must be. Otherwise the situation is an invitation to problems, disagreement and miscommunication – i.e. disappointment and mistrust by one or all.
3. Beware “friend” pricing . Much of an entrepreneur’s early success may come from friends, family or acquaintances - and that’s great and necessary. But with that comes the danger of giving a price or terms that are, frankly, unfair and unsustainable.
For example, quoting a price for a service that – without the friend even having requested a discount – is steeply discounted from the standard price. The person giving the quote just negotiated against himself because of the “guilt” of giving the friend a “standard” (and presumably fair) price – for example, quoting a $25,000 job for say, $18,000 – a $7,000 discount off the top – as a sort of favor. Albeit one that wasn’t even requested.
Try to think of that “friend discount” this way. What is the value of what you have to offer? And therefore, what is the discount off of the “standard” rate? (here $7,000).
Independent of this transaction, if you were to go to that friend and say, “Friend, would you do me the favor ofgiving me $7,000? Please? As a gift?” What would the answer most likely be?
But in underpricing the actual value of what you have to offer, you have volunteered to do exactly that.
I’m not suggesting you do not provide “friend” pricing – just be well aware of what you are doing when you do it. Make the decision consciously, and without the cloud of guilt merely because the potential new customer is a friend.
When they come to you as a customer or client, their role has shifted, and your judgment must shift to treating yourself and your business fairly.
4. Where is the business plan? Many new business owners dismiss the need for a business plan until someone demands one – a bank or potential investor.
That is certainly understandable. Business plans are tedious and time consuming to put together. No fun. And many people do not have a clear understanding of what a business plan is.
But more dauntingly, business plans require the fledgling business to focus on many scary and nebulous concepts: is there a demand for what I’m offering, is it enough of a demand on which to base a business (in other words, “what is my market”), what are my costs, my expenses, overhead, and therefore profits, and over a one, two, three or longer timeline (in other words, “projected profits/losses”), who are my competitors and can they respond to my presence, how much capital do I need, and how long before I am profitable, and therefore, can I last that long, etc.
But much like the process of forming a written agreement, one of the most beneficial functions of a business plan is in forcing the business to focus on all of the relevant factors. On what must be done, and known, to continue in business – and hopefully move to profitability.
These pitfalls are applicable to businesses and entertainment professionals alike.
The simple fact is that one must treat “it” like a business to become a professional.
TV and Film Tax Incentives – Why?
Thursday, September 6th, 2012
Recently someone asked – in reference to “runaway” productions – productions leaving California for other U.S. states, or even other countries, “why should the government spend money on movies and tv productions?”
To clarify, typically state governments don’t “spend money” on tv and film projects. They offer tax incentives, or even tax rebates, for qualified film project expenditures within their state. In other words, qualified tv or film (or sometimes video game development or other tech development) expenses which are paid for within a particular state will qualify for a tax credit or a tax incentive by that state.
Why? Because it creates jobs and causes money to be spent within that state. Which creates jobs. … And perhaps even whole new industries within that state.
What is at issue is whether a state, in this case California, is offering any of the tax credits or tax rebates that most U.S. states now offer. Because most states now offer either tax credits or tax rebates – which film productions can convert to actual cash money through banks or investors, television and film productions have a strong incentive to film in those states.
Instead of states that do not offer such incentives.
So the states that offer the incentives get the production jobs, and have the production dollars spent on those productions spent in their states.
Instead of the states that don’t offer those incentives.
Those buck are spent on things such as local transportation (taxi’s, towncars, trucks, courier services, etc.), local set builds and the related carpenters, electricians, plumbers, landscapers, painters, set decorators, prop rental and prop-masters, etc., apartments, hotels and meals for the cast and crew throughout the production, any state-based/local talent that’s hired (actors, extras, musicians, sound people, grips, gaffers, sparks (for you Brits), etc., location expenses and state-based equipment rental and the like, and a myriad of other expenses that qualify for the tax incentives.
All of those dollars go into the local economy and have a “knock-on” effect of being spent over and over throughout the local/state economy, thereby supporting not only the immediate jobs, but the jobs related to the jobs, supporting the jobs or the people supporting the jobs, etc., etc., etc.
In the states that have done this well, AND have built the production infrastructure to lure productions over a span of years, it has been a bonanza of job growth, and perhaps even developed into a whole new industry for that state. (see Louisiana).
So by NOT offering tax incentives, California – despite it’s tremendous depth of artistic and technical talent in the tv and film industry, is losing THOUSANDS of jobs – perhaps TENS OF THOUSANDS of jobs, and HUNDREDS OF MILLIONS OF DOLLARS – to other states. THAT is why governments offer tax “incentives” on television and film productions.
“Three’s Company” and the debate over Fair Use.
Monday, August 6th, 2012
Special thanks to Christopher Zara of the International Business Times for quoting me in his article about the sitcom “Three’s Company,” and the debate over Fair Use to copyright infringement.
With New Year brings New Year Company Maintenance.
Monday, January 9th, 2012
- With the New Year comes this reminder – it’s time for some Company maintenance. A few simple, but critically important things need to be done for those with businesses. Here is a partial list of critical requirements:
1. All Corporations, Companies, Partnerships or other legal entities registered with a state’s Secretary of State need to file their “Annual Report” for the new year. These “Annual Reports” update company/entity information with the Secretary of State’s office, including any changes in ownership or membership, any changes of address or status (active to inactive, etc.), changes of business type, or other relevant changes.
More than anything, the Annual Report is a mandatory requirement that keeps a company’s legal status “current” and in compliance with state law, therefore preserving the liability limitations that corporate/company registration bestowed.
And it’s the states’ opportunity to get a small fee every year.
Failure to file the Annual Report will result in the Company being “Not In Good Standing,” or some similar term, and could mean the loss of the limited liability protection, loss of the company’s ability to sue in the state of registration, or other unpleasant consequences.
2. Schedule and give notice of your “Annual Meeting.” This is a requirement of most “organization” documents for most corporate entities, and therefore failure to do so jeopardizes the existence and protections of the entity.
3. Renew local and/or state business licenses, authorizations, etc.
4. Consider upcoming leases or other business decisions approaching in the year. What do you need to do now to prepare for that event?
• Give specific notice of cancellation of any contracts or arrangements (many of which may require 30 days or other notice?
• Consider other space and rents in anticipation for a lease negotiation, renewal or cancellation?
• Consider expansion to new or larger space?
• Service contract renewals, renegotiations or finding new (and possibly better) providers?
5. Pay city, state, federal or other taxes?
6. Franchise fees or other subscriptions due for renewal?
7. Adjustments to insurance coverages?
These are just some of the many considerations that should be visited in January, in anticipation of decisions and requirements throughout the year.
Small steps now can make the rest of the year smoother, more productive and more profitable, and will allow the corporate entity to maintain the important legal protections that shield owners from liability or other business perils.
Please contact me for a more comprehensive list of annual corporate “to do’s.”
I would be pleased to assist in any of your company or other legal or business needs.