Monthly Archives: September 2012

When the corporate shield… isn’t one.

No shield

New York Case holds film producer liable despite corporate shield.

Earlier this year, a New York Court issued a ruling  against a film producer that's troubling not just for the losing defendant,  but provides a cautionary tale for countless others who do business relying on their small, undercapitalized corporations and LLCs to protect them if things go awry.

In Carlone v. The Lion & The Bull Films, Inc., the Southern District Court of New York  “pierced the corporate veil” of the defendant company.  The Plaintiff, it seems had provided a loan of $115,000 toward the budget of a motion picture, and when the production company failed to repay the loan as promised, Plaintiff sued…  not just the company, but also its principal.

What went wrong

Here's what went wrong for the man behind the company.  The  corporation was thinly capitalized, having only a few dollars in the bank when formed, and no other assets.  It hadn't conducted any business other than the financing deal for the film, nor did it have a separate corporate headquarters, instead operating out of the producer's home.    Additionally, the company hadn't conducted itself according to the usual corporate formalities, holding no formal board meetings, keeping no minutes,  etc.

So, the Court essentially treated the company as a sham, (as the producer's “alter ego”)  and held the producer personally liable for the company's failure to pay back the loan.

Takeaway

The takeaway from this?    Merely having the company isn't enough to ensure that the corporation protects its owners from liability.  Each State's law is a little bit different, but the principles behind this doctrine of “piercing the corporate veil” are well established.  Corporations need to be properly capitalized, observe formalities, and to treat business with the proper solemnity.  Shareholders and Directors must take pains to avoid the inference that the company is being used for personal purposes.

The entertainment industry is tricky enough without troubles like those encountered by the defendant in this case.  If you're operating your business as a corporation or LLC, it's wise to make sure the protection you think you have is actually there.  Consulting an attorney familiar with corporate and business law will help you ensure you're doing things right.

I can help.  For a modest fee, I'll take a look at your corporate structure, history, and operations, and help you determine the best way to protect your company.  Consider it a “checkup” for your company's legal health.

Crowdfunding: How to do it right

Crowdfunding: How to do it right Earlier this year, Congress passed, and President Obama signed into law, the JOBS Act, which among other things, legalizes both debt and equity based crowdfunding. Later this year, the SEC is required to promulgate new rules which will allow companies seeking investment capital to use portals similar to IndieGoGo… Continue Reading

Entertainment Law Update Podcast Episode 34 – Publiciity, Politicians, Godfathers and more…

Call us with your feedback:(310) 243-6231 In this Episode: Burberry/Bogart case settled Marilyn Monroe Estate loses Right of Publicity Political Campaigns use of music at rallies Desparate Housewife Sheridan still desperate SEC Rulemaking to relax ban on general solicitations North Face Butt Face/South Butt contempt claim Paramount/Puzo Case over Godfather prequel novel Resale Royalties Act… Continue Reading

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