University of Miami School of Law Course Description - Online System
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Spring 2017

Course Description
This course presents a comprehensive overview of the key legal and business issues encountered in the financing of motion pictures. The course will review traditional modes of financing as well as emerging methods which typically build upon and adapt existing models. 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 as an overview of Copyright and related intellectual property law will be included. Traditional major studio production/distribution models will be examined, including the use of outside equity under so called “slate deals”. Sources of revenue from theatrical features will be discussed, including from theatrical exhibition, DVD and VOD exploitation, traditional television licenses, certain ancillary rights and emerging digital distribution. The following five approaches to financing independent production will be examined: Presales of distribution rights before production, used as collateral for loans, as well as so-called Gap Financing where unsold territories serve as collateral; under both structures, completions bonds play a crucial role. Equity investments, typically using the LLC structure, as well as private placements under SEC Reg D. Crowdfunding, the raising of production funds from many contributors via the internet, will also be addressed in some detail, including donation and equity based approaches. The Jobs Act of 2012 and related SEC Regs will be examined and certain issues of potential liability. Foreign tax shelters and so-called Sale and Lease Back models. U.S. and foreign government incentive programs and subsidies including the use of co-production treaties. Product placement and brand integration, including brands as equity investors. Certain special considerations related to feature financing will also be examined, including the challenges of funding development costs and pay or play commitments prior to finalizing production finance, creative deal making for major talent, various union and guild considerations, and issues of risk management. Finally, allocation and disbursement of revenues, often via Collection Accounts, will be discussed. Specifically addressed will be sales agent’s commissions, distribution fees and expenses, production cost recoupment and return on investment as well as contingent compensation payable to producers and talent including accounting considerations. Typical transactions and forms of contracts will be examined, with a view towards understanding the key issues involved, the positions customarily taken by each side and the compromises often reached. The overall goal of the course is to enable students to develop an informed and analytical approach to the legal and business issues involved in the financing of theatrical motion pictures.

Short Course Attendance Policy - Due to the small number of meetings, attendance to all meetings/classes for short courses is mandatory. Students who miss more than one class session (80 minute) of a 1-credit short course are subject to administrative withdrawal and will have a W for the course on their transcripts.

Course Schedule
Offering Dates: 02-27-2017 - 03-04-2017  

Dates Day Time Room
02-27-2017 - 03-02-2017   MTWR  12:30 PM-1:50 PM F209
03-03-2017 - 03-03-2017   F  2:00 PM-5:00 PM F209
03-04-2017 - 03-04-2017   S  10:00 AM-1:00 PM F209

Course Frequency
Occasional course offering

Course Information

Credits: 1
Pass/Fail Option: No
Grading: Graded
Method of Evaluation: Final Exam - March 24
Graduation Requirements Fulfilled By Course: None
Special Attributes:
Short Course
Special Restrictions:
Law Track(s): None
Bar Subject(s): None
Concentration(s): None
Course Book(s): TBD/None      
First Class Assignment(s): TBD/None



Contact Information: