BAIL & MOAN MUSIC PUBLISHER, BMI WAIL & MOAN MUSIC PUBLISHER, ASCAP WILLIAM L. WHITACRE ASCAP WRITER
Some of Bill's Credits on Produced and Distributed Films
Above are just a few of the many memorable music producers, artists, and clients with whom I have worked. Being a musician, songwriter, and music publisher has helped me identify with my music and film clients by having a glimpse of the power of their creativity. Jaco Pastorius, the great bassist told me the day I bailed him out of jail with $5000 cash, that he was "invisible" and I think I understood what he meant. He had no ID so I wired him walking around money through Western Union c/o "Coupe DeVille."
Television representation includes negotiation of option agreements for life story rights and scripts, books, and other rights, agreements with hosts, talent, producers, directors, show runners and production companies, and development agreements with networks. Mr. Whitacre was approved by USA Studios, the Television arm of Universal Studios, as principal production counsel for the program Freakylinks, which aired on Chiller, for his clients the principals of Haxan Films, who produced The Blair Witch Project. He was also featured on the NBC prime time program A Current Affair. His current work includes representation of George X, the prominent Hispanic MMA personality and commentator, and he is a partner in the development of a new feature dramatic series calling attention to child abuse and exploitation entitled Roxanne with his partners Buck Allen and Steve Thompson in We Are All One Films, LLC.
Music representation includes career development, management agreements, business organization, copyright, Artist agreement negotiation and drafting, music licensing, music publishing and administration, and independent and major label Artist and label association agreements. Mr. Whitacre is a singer/songwriter and performer, an ASCAP writer, and an ASCAP and BMIPublisher with Wail and Moan Music Company. He represents individual Artists, Producers, Writers and Musicians, and Independent Record Labels and Music Licensing and Publishing Companies.
Representation in Film includes Business and Equity Structuring, Production Agreements for cast and crew, Music Licensing, composer agreements, permitting and location releases, Copyright, private placement Investment Offerings for development and production financing, strategic advice on festivals, sales agents, and Distribution Agreements, legal delivery compliance for distribution, and acting as a Supervising Producer. Specific critical matters typically associated with representation of Film Producers and Film Production Companies include the following:
Investors must be given full disclosure, including the high risk of loss of their entire investment.
Strict compliance with all applicable State and Federal laws is essential.
In the independent sector of film, music and television financing many producers turn to private investors for funding by offering an equity or profit participation in their film in exchange for cash investment. Since investing in a percentage of an uncertain profit is by its nature high risk, and is an intangible transaction, the solicitation and involvement of investors is highly regulated by both State and Federal law.The United States Securities Act of 1933 as amended, the Rules and Regulations of the United States Securities and Exchange Commission, and the statutes and regulations of the respective States require strict compliance under penalty of civil and criminal fraud and misrepresentation. Accordingly, the solicitation of investors requires the preparation of a fully documented offering package containing information relevant to the investment including but not limited to the experience of the principals and related personnel, the budget, the marketing and distribution options and plan, the potential sources of revenue to repay investors, the time frame from development, financing, production, and distribution to potential investor repayment and return on investment, the risk of the entire loss of the investment and any and all other information relevant to a potential investment. There can be no "finesse" in presenting the balance of risk and reward in entertainment industry private equity financing. All risks must be expressly disclosed just as signs are posted warning people to "Swim with Caution" in lakes with alligators. Investing in the entertainment industry can be exciting and rewarding personally and financially for investors however the risks are not suitable for all investors and those seeking private equity investment must also carefully consider the individual circumstances of all potential investors for overall suitability and risk tolerance.
In the preparation of what is referred to as "exempt from registration private placement offerings" for film and music development and production financing I assist my clients in the formation of equity structures, financial analysis, and the other principal areas of information disclosure which must be included in any offering and furnished to prospective investors based upon State and Federal laws and regulations. I also assist my clients in seeking proper tax and accounting counsel, and in explaining the terms of an offering to investors and their business, tax and financial advisors. I help protect clients by advising in the preparation of a highly detailed disclosure section in any financial offering, an appropriate business foundation based upon the client's goals and desired method of operating, and in the case of a Limited Liability Company, a thorough Operating Agreement setting forth the responsibilities to investors and their entitlements.
Because my investor relationships are confidential and proprietary to my respective clients, I cannot, due to conflict of interest, solicit the investors of one client for the project of another client. For this reason, I do not find, procure, or produce investors for my client's financial offerings. That is the sole responsibility of my clients with my advice and counsel, and with the advice and counsel of appropriate accounting and tax advisors.
The concept of crowdfunding is based upon taking relatively small amounts of money from a large number of people. One of the biggest challenges to this is to determine what the "investor" receives. To change the characterization of the funding from a securities transaction to a donation or a purchase, most crowdfunding websites and project solicitations offer tangible "rewards" such as a T-Shirt, poster, photograph, or other property for a contribution of funds. If the organization seeking the funding is approved by the United States IRS as a charitable or non-profit entity, donors may be able to take a tax deduction for a contribution of money depending upon the nature of the company. If the organization seeking the funds is a for profit entity it is critical to determine if the transaction is governed by State and Federal securities laws. As of the date of this posting, February 2015 the United States Securities and Exchange Commission is in the process of enacting rules which will govern crowdfunding. Until those rules are approved and promulgated there can be no general public solicitation for any non-registered offering of a security, which would usually include the offering of a profit or equity percentage in a film or other entertainment or business project. Accordingly, crowdfunding requires the same strict compliance with all rules governing any securities transaction under all State and Federal laws and regulations unless or until further governmental regulation is provided.
This information is not intended to be used for the preparation of any investment offering or the solicitation of funds in any form or manner. It is only a brief overview of some of the compliance issues involved in fundraising and equity financing. Every situation is unique and requires careful evaluation and counsel from competent legal, accounting, and tax advisors to ensure strict compliance with all Federal and State laws and regulations governing a securities transaction.