Legal Question in Entertainment Law in California

Film Investors Approaching Me and the SEC

I am currently producing an independent film and have been approached by multiple people, 13 to date, interested in investing in the production. I have not been proactively trying to sell shares/securities in the film but rather these people have decided to come to me to invest on their own because they heard through word of mouth. I'm currently hammering out the terms of the deals but due to the number of people, 13, does this fall into SEC territory even though I'm not selling shares/securities.

Asked on 4/30/09, 11:40 am

5 Answers from Attorneys

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Re: Film Investors Approaching Me and the SEC

It may. What you need to do is set-up an entity and either have them invest as founders or meet the requirements of Regulation D and the State's blue sky law.

Please feel free to contact me without obligation to discuss your options.

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Answered on 4/30/09, 11:52 am
Lawrence Graves Coolidge & Graves PLLC
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Re: Film Investors Approaching Me and the SEC

You can have both state and federal "Blue Sky" laws at different levels (FL used to have the distinction of being the lowest trigger at five). I suggest that you consult with a securities lawyer to get an opinion, and he will need to know the state of residence of each of your existing and prospective investors.

Best wishes,

LDWG

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Answered on 4/30/09, 12:32 pm
Jillian Sidoti The Law Office of Jillian Sidoti
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Re: Film Investors Approaching Me and the SEC

Hi,

Any time you accept money from investors, you are selling a security. I have some articles I wrote as well as some other info for you if you want to send me a private email, I can send it to you. The other two gentlemen are correct on their assessments as well. Good luck! You are very lucky to have people jumping at this - I have done a couple of placements/offerings for films and most of the time, they are difficult to fund as they are risky. You must have a great concept/film.

Jillian

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Answered on 4/30/09, 2:25 pm
Gordon Firemark Law Offices of Gordon P. Firemark
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Re: Film Investors Approaching Me and the SEC

Yes, if you're taking investment monies, you're likely selling securities, and must comply with the securities laws.

Consult with an attorney. There's no do-it-yourself approach to this.

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Answered on 4/30/09, 3:27 pm
Keith E. Cooper Keith E. Cooper, Esq.
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Re: Film Investors Approaching Me and the SEC

A common mistake filmmakers make when they're raising money for their films is to ignore securities laws. The fact that you're aware it's an issue puts you ahead of most others. Yes, you are selling securities when people invest in your film, whether they approach you or you approach them. The laws relating to this are complex and can be a minefield. The number of people is only part of the equation. I have done PPMs for independent filmmakers and would be happy to help you if you want to give me a call or e-mail me.

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Answered on 4/30/09, 9:03 pm

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