Category Archives: Government

On liberty and independence

u.S. Declaration of Independence
Declaration of Independence

On this Independence Day weekend, I'm reflecting on the brave men who, in 1776, stood up to authority of the King of England and declared their (our) independence, beginning to craft a new nation founded on principles of liberty and justice for all.

Last week, our highest court ruled on a case that helped further define these principles. And a great deal of discourse and opinion has followed, with people from all parts of the social, political and religious spectra freely expressing their views. Without fear of governmental retribution for doing so.

It's been a while since I've felt real pride at being an American; at what this nation stands for. This week, that pride has been restored a bit.

On tha fateful day 239 years ago, these words were published for the world to see. They were painstakingly crafted by Thomas Jefferson , John Adams, Ben Franklin and 53 others to show what we as a nation would come to stand for. Great men, made great by the circumstances of their time.

The declaration reads, in part,

We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness.–That to secure these rights, Governments are instituted among Men, deriving their just powers from the consent of the governed …

Full text of the Declaration of Independence is available here, and well worth the few minutes it takes to read.

Here's wishing you a terrific 4th of July.

 

 

Proposed “reform” bill puts investor financing at risk.

Legislation  presented by U.S. Senate Banking Committee chairman, Chris Dodd is working its way through the legislative process.  The proposed “Restoring American Financial Stability Act of 2009”  could make it significantly harder for film producers to utilize some of the most common investor-financing models to fund the budgets of their films.

The bill is viewed by some  as a way to sabotage the American creative dream machine by slipping in a little poison” and “the death knell of American leadership in the world.”

Specifically, three provisions are of significant concern to those who rely on so-called “angel” capital.  These provisions would:

  1. increase the financial thresholds for qualification as “accredited investors,” who are, generally speaking, wealthy investors whose investments are not subject to significant federal securities regulation;
  2. allow the Securities and Exchange Commission (“SEC”) to make certain angel financing transactions subject to state regulation (previously, all so-called “Rule 506 offerings,” which were commonly used for angel financings, were preempted from state regulation); and
  3. require that those “Rule 506 offerings” that remain preempted from state regulation nonetheless be subject to a 120 day review process with the federal SEC.

Word on Capitol Hill is that the  bill will undergo significant changes, but now is the time to contact your Senators and Representatives to voice your opposition to the above provisions.

Currently, an investor qualifies as “accredited if he or she has a net worth of $1 Million or more, or has an annual income over $200,000 ($300,000 for married couples).  Under Rule 506, sales of securities to such investors are largely unregulated.  This new bill would change that dramatically, increasing these limits, thus making it harder than ever to find qualified investors for high-risk investments like films, theatre projects or start-up ventures.

Source:  Proposed financial regulatory reform bill will adjust accredited investor thresholds (WTN News).

Hat tip to my colleague Peter Levitan for bringing this to my attention.

Business Owners: Don’t be fooled by official-looking solicitations

californiaCalifornia business owners have recently been plagued by phony  notices suggesting that they're in danger of losing their corporate status, or being subjected to fines.  These official-looking notices from organizations with names like “corporate compliance center” request a fee and completion of a form to ensure the company's continued compliance with California Law.   

At best, these ‘notices' are actually just cleverly disguised solicitations by companies that offer the service of filing the company's Statement of Information.    According to the Secretary of State's Alert about this situation, many of these notices contain arbitrary due-dates, and look verty similar to the real Statement of Information form.  Often, the file-number on the document is differnt from the company's actual file number.  It's easy to compare your file number, and the Secretary of State reminds that Statements of Information are always due on the last day of the month of formation.

If you're a California corporation or LLC, and have received a form or ‘notice' that you're not sure about, please contact me before you send any money.  I'll help you figure out whether it's an official notice or one of these scams. 

The Secretary of State recommends that those who receive these solicitations, and those who've been victimized by the scams contact the office of the California Attorney General at PO Box 944255, Sacramento, CA 94244-2550

Summary: FCC v. Fox Television Stations

Recommended reading: Andrew J. Contigula’s blog has a good summary of last week’s Supreme Court argument in  FCC v. Fox Television Stations.  The case is being closely followed by entertainment and communications lawyers, and  deals with the Federal Communications Commission’s enforcement efforts against ‘indecent’ speech and broadcasts containing “fleeting expletives”, such as those uttered by… Continue Reading

Supreme Court orders Arbitration of Manager/Artist dispute

(Preston v. Ferrer) Congratulations to my friend and colleague Joe Schleimer, who successfully argued the case of Preston v. Ferrer before the United States Supreme Court. The Court ruled today in favor of Joe’s client Arnold Preston (also an entertainment attorney), holding that when parties agree to arbitrate all questions arising under a contract, state… Continue Reading

Updated: Yes, it's over! (formerly "Is It Over?")

Within 48 hours striking screenwriters will vote on a tentative deal reached late last week between their union, Writer’s Guild of America, and TV and Film networks and producers.  If the rank-and-file vote in favor of the proposed deal, writers could be back to work as early as Tuesday or Wednesday. Details of the proposed… Continue Reading

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