This course is designed to provide a comprehensive survey of the often intertwined legal and business issues encountered by transactional attorneys within the entertainment industry, with particular emphasis on theatrical features and television and the financing thereof. While knowledge of intellectual property law is helpful, the student will not be expected to bring to the course any specific prior understanding in the area. Various forms of legal protection afforded intellectual property will be examined, including under copyright, implied contract theory, and rights of privacy/publicity. Traditional major studio production/distribution models will be examined, including use of outside equity under so called “slate deals”. Sources of revenue will be discussed, including theatrical exhibition, DVD/VOD/SVOD digital exploitation and television licenses as well as the various forms of contingent compensation paid to talent, including deferments and net, gross and adjusted gross participations. Re independent features, the course examines business entities utilized, and various methods used to finance production including:
(i) Presales of distribution rights, used as collateral for loans where completion bonds play a crucial role, as well as so-called Gap Financing where unsold territories serve as collateral;
(ii) Equity investments including private placements under SEC Reg D and Reg A and Equity Crowdfunding under Title III of the Jobs Act;
(iii) Donation Based Crowdfunding, via sites such as Kickstarter;
(iv) U.S. state and foreign incentives and subsidies including via tax credits and the use of co-production treaties; and
(v) Product placement and brand integration.
The course will also discuss the acquisition of literary property rights and agreements for the services of producers, writers, directors and actors. Specifically included will be the impact of the various guild agreements, including with regard to compensation, residuals, and credit. The role of agents and managers, and the laws under which they function will also be addressed. The overall goal of the course is to enable students to develop an informed approach to the practice of entertainment law, particularly with regard to features, television and the financing and production thereof.