<![CDATA[ Steven J. Wilson

<![CDATA[ Steven J. Wilson - Blog]]>Sat, 19 May 2012 11:35:25 -0800Weebly<![CDATA[SAG-AFTRA Merger Opponents Drop Plans for Legal Action]]>Wed, 16 May 2012 21:27:41 -0800http://www.stevenjwilson.com/1/post/2012/05/sag-aftra-merger-opponents-drop-plans-for-legal-action.html

Opponents of the merger between the Screen Actors Guild and the American Federation of Television & Radio Actors have thrown in the towel and decided not to pursue further legal action against the merger.

David Casselman, an attorney for the opponents, stated the group's intention to drop the case in a letter to the union's attorneys Thursday.

Also read: SAG-AFTRA Merger: Judge Won't Block Vote

The main reasoning for not pursuing legal action? In light of the overwhelming vote to approve the merger, it doesn't make much sense to buck popular opinion.

"After careful consideration, largely reflecting on the results of the recent merger election, my clients have reached the conclusion that continued prosecution of the pending litigation would not assist the cause that they sought to champion," the letter reads.

Also read: SAG-AFTRA Opponents Outline Their Concerns

While the letter adds that the clients "continue to believe in the truth of a of the allegations presented," it also points out that "only time will tell" whether the merger of SAG and AFTRA was worth it.

The merger easily passed in a late March vote, with 86 percent of AFTRA ballots approving the merger and 82 percent of the SAG ballots doing so.

Also read: SAG and AFTRA Merger Overwhelmingly Approved by Membership

A group of 68 SAG members, including Martin Sheen, Ed Asner and Ed Harris, filed suit to block a vote on the merger in February, claiming that SAG had failed to properly conduct a study on the effects of the proposed merger on SAG's pension and health benefits.

Federal judge James Otero shot down the group's lawsuit in just days before the late March vote.

"[A]t this point, continued prosecution of the litigation would merely detract from the important mission of the new union as it seeks to represent a large and diverse group of individuals," the letter adds.

Written By: Tim Kenneally
Source: The Wrap.com

]]><![CDATA[NEW LAW WILL HELP INDIE FILMMAKERS RAISE FINANCING]]>Wed, 11 Apr 2012 19:04:46 -0800http://www.stevenjwilson.com/1/post/2012/04/new-law-will-help-indie-filmmakers-raise-financing.html NEW LAW WILL HELP INDIE FILMMAKERS RAISE FINANCING

Source: www.marklitwak.blogspot.com

President Obama signed last week the JOBS (Jumpstart Our Business Startups) Act, a collection of laws that dramatically relaxes regulations on raising capital for startup companies. The Act has provisions that for the first time will allow internet crowdfunding of small businesses, such as producing indie films. Crowdfunding is a method of raising capital by obtaining small amounts of money from a large number of investors. Although existing companies like kickstarter.com enable filmmakers to raise funding through donations (i.e. gifts), this new law, when it becomes effective, will allow filmmakers to raise up to one million dollars in equity investments by soliciting the general public without complying with the onerous security regulations currently in place.

Up until now, it has been difficult for filmmakers to raise financing either through a public offering or a private offering. A public offering is made to the public at large and requires SEC approval. A company selling stock on the New York Stock Exchange is an example of a public offering. Registration for a public offering is both time-consuming and expensive, costing hundreds of thousands of dollars, and not a realistic alternative for most low-budget filmmakers. A private offering, on the other hand, is generally restricted to people the promoter already knows, or as the law states, with whom the promoter has a “pre-existing relationship.” Advertising is generally prohibited. While a private offering is not nearly as expensive as public offering, the fees for the creation of a Private Placement Memorandum (PPM) can easily exceed $25,000, which is not an insignificant expense for a small entrepreneur. The new law had bi-partisan support. It passed Congress with a 73-26 Senate vote and a 380-41 House vote. It allows non-accredited investors to participate in funding rounds. Non-accredited investors are essentially everyone who is not rich. In the past there have been significant limitations on the number of non-accredited investors a filmmaker could accept in an offering, typically no more than 35. The SEC has 270 days to implement additional regulations, and it is not clear at this time how restrictive or liberal these rules may be. So it will be early 2013 when filmmakers will be able to actually start raising funds. Investors with a net worth under $100,000 are limited to investing the greater of $2,000 or 5% of their annual income or net worth, whichever is greater. Wealthier investors can invest 10 percent of their annual income or net worth, not to exceed a maximum aggregate amount sold of $100,000. Offers must be made through a Broker-Dealer or a "funding portal" that is registered with the SEC, pursuant to rules and regulations to be developed. Such intermediaries will need to provide detailed disclosures to investors and make sure potential investors confirm that they are willing to risk losing their entire investment. The company seeking funding will need to disclose its financial condition including: a) If the target offering amount is $100,000 or less, then the most recent year's income tax returns (if any); as well as financial statements of the issuer certified by the principal executive officer of the issuer as being true and complete in all material aspects; b) If the target offering amount is over $100,000, but not more than $500,000, the issuer must provide financial statements reviewed by an independent public accountant; and, c) If the target offering amount is over $500,000, the issuer must provide audited financial statements. So crowdfunding is not going to be as simple as soliciting investors from your blog or facebook, and the costs may not be any less than what it currently costs to prepare a PPM. However, being able to use the internet to attract many small investors could make it much easier to raise funds. Investors risking $2,000 may be more willing to tolerate on the risks of filmmaking than those being asked to invest larger sums. Besides the ability to raise funds through crowdfunding, the Act made a major change to Reg D 506 offerings, which are offerings limited to accredited investors (i.e. wealthy people). For the first time the restrictions on public solicitations have been removed which means that the offering company could solicit investors including approaching them over the Internet. The SEC has 90 days to develop rules to implement this change. Critics of the new law claim that these changes will open the floodgates for scammers to raise funds from unwary investors. With that in mind, investors may want to read the article I wrote for the Vanderbilt Law Journal about protecting film investors at:   link TUESDAY, APRIL 10, 2012 -H.R.3606-- H.R.3606

One Hundred Twelfth Congress of the United States of America AT THE SECOND SESSION Begun and held at the City of Washington on Tuesday, the third day of January, two thousand and twelve An Act To increase American job creation and economic growth by improving access to the public capital markets for emerging growth companies. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SECTION 1. SHORT TITLE. This Act may be cited as the `Jumpstart Our Business Startups Act'. SEC. 2. TABLE OF CONTENTS. The table of contents of this Act is as follows: Sec. 1. Short title. Sec. 2. Table of contents. TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH COMPANIES Sec. 101. Definitions. Sec. 102. Disclosure obligations. Sec. 103. Internal controls audit. Sec. 104. Auditing standards. Sec. 105. Availability of information about emerging growth companies. Sec. 106. Other matters. Sec. 107. Opt-in right for emerging growth companies. Sec. 108. Review of Regulation S-K. TITLE II--ACCESS TO CAPITAL FOR JOB CREATORS Sec. 201. Modification of exemption. TITLE III--CROWDFUNDING Sec. 301. Short title. Sec. 302. Crowdfunding exemption. Sec. 303. Exclusion of crowdfunding investors from shareholder cap. Sec. 304. Funding portal regulation. Sec. 305. Relationship with State law. TITLE IV--SMALL COMPANY CAPITAL FORMATION Sec. 401. Authority to exempt certain securities. Sec. 402. Study on the impact of State Blue Sky laws on Regulation A offerings. TITLE V--PRIVATE COMPANY FLEXIBILITY AND GROWTH Sec. 501. Threshold for registration. Sec. 502. Employees. Sec. 503. Commission rulemaking. Sec. 504. Commission study of enforcement authority under Rule 12g5-1. TITLE VI--CAPITAL EXPANSION Sec. 601. Shareholder threshold for registration. Sec. 602. Rulemaking. TITLE VII--OUTREACH ON CHANGES TO THE LAW Sec. 701. Outreach by the Commission. TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH COMPANIES SEC. 101. DEFINITIONS. (a) Securities Act of 1933- Section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) is amended by adding at the end the following: `(19) The term `emerging growth company' means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of-- `(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; `(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; `(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or `(D) the date on which such issuer is deemed to be a `large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.'. (b) Securities Exchange Act of 1934- Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended-- (1) by redesignating paragraph (77), as added by section 941(a) of the Investor Protection and Securities Reform Act of 2010 (Public Law 111-203, 124 Stat. 1890), as paragraph (79); and (2) by adding at the end the following: `(80) EMERGING GROWTH COMPANY- The term `emerging growth company' means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of-- `(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; `(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933; `(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or `(D) the date on which such issuer is deemed to be a `large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.'. (c) Other Definitions- As used in this title, the following definitions shall apply: (1) COMMISSION- The term `Commission' means the Securities and Exchange Commission. (2) INITIAL PUBLIC OFFERING DATE- The term `initial public offering date' means the date of the first sale of common equity securities of an issuer pursuant to an effective registration statement under the Securities Act of 1933. (d) Effective Date- Notwithstanding section 2(a)(19) of the Securities Act of 1933 and section 3(a)(80) of the Securities Exchange Act of 1934, an issuer shall not be an emerging growth company for purposes of such Acts if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act of 1933 occurred on or before December 8, 2011. SEC. 102. DISCLOSURE OBLIGATIONS. (a) Executive Compensation- (1) EXEMPTION- Section 14A(e) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(e)) is amended-- (A) by striking `The Commission may' and inserting the following: `(1) IN GENERAL- The Commission may'; (B) by striking `an issuer' and inserting `any other issuer'; and (C) by adding at the end the following: `(2) TREATMENT OF EMERGING GROWTH COMPANIES- `(A) IN GENERAL- An emerging growth company shall be exempt from the requirements of subsections (a) and (b). `(B) COMPLIANCE AFTER TERMINATION OF EMERGING GROWTH COMPANY TREATMENT- An issuer that was an emerging growth company but is no longer an emerging growth company shall include the first separate resolution described under subsection (a)(1) not later than the end of-- `(i) in the case of an issuer that was an emerging growth company for less than 2 years after the date of first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933, the 3-year period beginning on such date; and `(ii) in the case of any other issuer, the 1-year period beginning on the date the issuer is no longer an emerging growth company.'. (2) PROXIES- Section 14(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(i)) is amended by inserting `, for any issuer other than an emerging growth company,' after `including'. (3) COMPENSATION DISCLOSURES- Section 953(b)(1) of the Investor Protection and Securities Reform Act of 2010 (Public Law 111-203; 124 Stat. 1904) is amended by inserting `, other than an emerging growth company, as that term is defined in section 3(a) of the Securities Exchange Act of 1934,' after `require each issuer'. (b) Financial Disclosures and Accounting Pronouncements- (1) SECURITIES ACT OF 1933- Section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)) is amended-- (A) by striking `(a) The registration' and inserting the following: `(a) Information Required in Registration Statement- `(1) IN GENERAL- The registration'; and (B) by adding at the end the following: `(2) TREATMENT OF EMERGING GROWTH COMPANIES- An emerging growth company-- `(A) need not present more than 2 years of audited financial statements in order for the registration statement of such emerging growth company with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its initial public offering; and `(B) may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.'. (2) SECURITIES EXCHANGE ACT OF 1934- Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended by adding at the end the following: `In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this Act or the Securities Act of 1933 and, with respect to any such statement or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.'. (c) Other Disclosures- An emerging growth company may comply with section 229.303(a) of title 17, Code of Federal Regulations, or any successor thereto, by providing information required by such section with respect to the financial statements of the emerging growth company for each period presented pursuant to section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). An emerging growth company may comply with section 229.402 of title 17, Code of Federal Regulations, or any successor thereto, by disclosing the same information as any issuer with a market value of outstanding voting and nonvoting common equity held by non-affiliates of less than $75,000,000. SEC. 103. INTERNAL CONTROLS AUDIT. Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262(b)) is amended by inserting `, other than an issuer that is an emerging growth company (as defined in section 3 of the Securities Exchange Act of 1934),' before `shall attest to'. SEC. 104. AUDITING STANDARDS. Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7213(a)(3)) is amended by adding at the end the following: `(C) TRANSITION PERIOD FOR EMERGING GROWTH COMPANIES- Any rules of the Board requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer (auditor discussion and analysis) shall not apply to an audit of an emerging growth company, as defined in section 3 of the Securities Exchange Act of 1934. Any additional rules adopted by the Board after the date of enactment of this subparagraph shall not apply to an audit of any emerging growth company, unless the Commission determines that the application of such additional requirements is necessary or appropriate in the public interest, after considering the protection of investors and whether the action will promote efficiency, competition, and capital formation.'. SEC. 105. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH COMPANIES. (a) Provision of Research- Section 2(a)(3) of the Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended by adding at the end the following: `The publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering of the common equity securities of such emerging growth company pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective shall be deemed for purposes of paragraph (10) of this subsection and section 5(c) not to constitute an offer for sale or offer to sell a security, even if the broker or dealer is participating or will participate in the registered offering of the securities of the issuer. As used in this paragraph, the term `research report' means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.'. (b) Securities Analyst Communications- Section 15D of the Securities Exchange Act of 1934 (15 U.S.C. 78o-6) is amended-- (1) by redesignating subsection (c) as subsection (d); and (2) by inserting after subsection (b) the following: `(c) Limitation- Notwithstanding subsection (a) or any other provision of law, neither the Commission nor any national securities association registered under section 15A may adopt or maintain any rule or regulation in connection with an initial public offering of the common equity of an emerging growth company-- `(1) restricting, based on functional role, which associated persons of a broker, dealer, or member of a national securities association, may arrange for communications between a securities analyst and a potential investor; or `(2) restricting a securities analyst from participating in any communications with the management of an emerging growth company that is also attended by any other associated person of a broker, dealer, or member of a national securities association whose functional role is other than as a securities analyst.'. (c) Expanding Permissible Communications- Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) is amended-- (1) by redesignating subsection (d) as subsection (e); and (2) by inserting after subsection (c) the following: `(d) Limitation- Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such terms are respectively defined in section 230.144A and section 230.501(a) of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).'. (d) Post Offering Communications- Neither the Commission nor any national securities association registered under section 15A of the Securities Exchange Act of 1934 may adopt or maintain any rule or regulation prohibiting any broker, dealer, or member of a national securities association from publishing or distributing any research report or making a public appearance, with respect to the securities of an emerging growth company, either-- (1) within any prescribed period of time following the initial public offering date of the emerging growth company; or (2) within any prescribed period of time prior to the expiration date of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its shareholders that restricts or prohibits the sale of securities held by the emerging growth company or its shareholders after the initial public offering date. SEC. 106. OTHER MATTERS. (a) Draft Registration Statements- Section 6 of the Securities Act of 1933 (15 U.S.C. 77f) is amended by adding at the end the following: `(e) Emerging Growth Companies- `(1) IN GENERAL- Any emerging growth company, prior to its initial public offering date, may confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 21 days before the date on which the issuer conducts a road show, as such term is defined in section 230.433(h)(4) of title 17, Code of Federal Regulations, or any successor thereto. `(2) CONFIDENTIALITY- Notwithstanding any other provision of this title, the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection. For purposes of section 552 of title 5, United States Code, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552. Information described in or obtained pursuant to this subsection shall be deemed to constitute confidential information for purposes of section 24(b)(2) of the Securities Exchange Act of 1934.'. (b) Tick Size- Section 11A(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78k-1(c)) is amended by adding at the end the following new paragraph: `(6) TICK SIZE- `(A) STUDY AND REPORT- The Commission shall conduct a study examining the transition to trading and quoting securities in one penny increments, also known as decimalization. The study shall examine the impact that decimalization has had on the number of initial public offerings since its implementation relative to the period before its implementation. The study shall also examine the impact that this change has had on liquidity for small and middle capitalization company securities and whether there is sufficient economic incentive to support trading operations in these securities in penny increments. Not later than 90 days after the date of enactment of this paragraph, the Commission shall submit to Congress a report on the findings of the study. `(B) DESIGNATION- If the Commission determines that the securities of emerging growth companies should be quoted and traded using a minimum increment of greater than $0.01, the Commission may, by rule not later than 180 days after the date of enactment of this paragraph, designate a minimum increment for the securities of emerging growth companies that is greater than $0.01 but less than $0.10 for use in all quoting and trading of securities in any exchange or other execution venue.'. SEC. 107. OPT-IN RIGHT FOR EMERGING GROWTH COMPANIES. (a) In General- With respect to an exemption provided to emerging growth companies under this title, or an amendment made by this title, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. (b) Special Rule- Notwithstanding subsection (a), with respect to the extension of time to comply with new or revised financial accounting standards provided under section 7(a)(2)(B) of the Securities Act of 1933 and section 13(a) of the Securities Exchange Act of 1934, as added by section 102(b), if an emerging growth company chooses to comply with such standards to the same extent that a non-emerging growth company is required to comply with such standards, the emerging growth company-- (1) must make such choice at the time the company is first required to file a registration statement, periodic report, or other report with the Commission under section 13 of the Securities Exchange Act of 1934 and notify the Securities and Exchange Commission of such choice; (2) may not select some standards to comply with in such manner and not others, but must comply with all such standards to the same extent that a non-emerging growth company is required to comply with such standards; and (3) must continue to comply with such standards to the same extent that a non-emerging growth company is required to comply with such standards for as long as the company remains an emerging growth company. SEC. 108. REVIEW OF REGULATION S-K. (a) Review- The Securities and Exchange Commission shall conduct a review of its Regulation S-K (17 CFR 229.10 et seq.) to-- (1) comprehensively analyze the current registration requirements of such regulation; and (2) determine how such requirements can be updated to modernize and simplify the registration process and reduce the costs and other burdens associated with these requirements for issuers who are emerging growth companies. (b) Report- Not later than 180 days after the date of enactment of this title, the Commission shall transmit to Congress a report of the review conducted under subsection (a). The report shall include the specific recommendations of the Commission on how to streamline the registration process in order to make it more efficient and less burdensome for the Commission and for prospective issuers who are emerging growth companies. TITLE II--ACCESS TO CAPITAL FOR JOB CREATORS SEC. 201. MODIFICATION OF EXEMPTION. (a) Modification of Rules- (1) Not later than 90 days after the date of the enactment of this Act, the Securities and Exchange Commission shall revise its rules issued in section 230.506 of title 17, Code of Federal Regulations, to provide that the prohibition against general solicitation or general advertising contained in section 230.502(c) of such title shall not apply to offers and sales of securities made pursuant to section 230.506, provided that all purchasers of the securities are accredited investors. Such rules shall require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using such methods as determined by the Commission. Section 230.506 of title 17, Code of Federal Regulations, as revised pursuant to this section, shall continue to be treated as a regulation issued under section 4(2) of the Securities Act of 1933 (15 U.S.C. 77d(2)). (2) Not later than 90 days after the date of enactment of this Act, the Securities and Exchange Commission shall revise subsection (d)(1) of section 230.144A of title 17, Code of Federal Regulations, to provide that securities sold under such revised exemption may be offered to persons other than qualified institutional buyers, including by means of general solicitation or general advertising, provided that securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer. (b) Consistency in Interpretation- Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended-- (1) by striking `The provisions of section 5' and inserting `(a) The provisions of section 5'; and (2) by adding at the end the following: `(b) Offers and sales exempt under section 230.506 of title 17, Code of Federal Regulations (as revised pursuant to section 201 of the Jumpstart Our Business Startups Act) shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation.'. (c) Explanation of Exemption- Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended-- (1) by striking `The provisions of section 5' and inserting `(a) The provisions of section 5'; and (2) by adding at the end the following: `(b)(1) With respect to securities offered and sold in compliance with Rule 506 of Regulation D under this Act, no person who meets the conditions set forth in paragraph (2) shall be subject to registration as a broker or dealer pursuant to section 15(a)(1) of this title, solely because-- `(A) that person maintains a platform or mechanism that permits the offer, sale, purchase, or negotiation of or with respect to securities, or permits general solicitations, general advertisements, or similar or related activities by issuers of such securities, whether online, in person, or through any other means; `(B) that person or any person associated with that person co-invests in such securities; or `(C) that person or any person associated with that person provides ancillary services with respect to such securities. `(2) The exemption provided in paragraph (1) shall apply to any person described in such paragraph if-- `(A) such person and each person associated with that person receives no compensation in connection with the purchase or sale of such security; `(B) such person and each person associated with that person does not have possession of customer funds or securities in connection with the purchase or sale of such security; and `(C) such person is not subject to a statutory disqualification as defined in section 3(a)(39) of this title and does not have any person associated with that person subject to such a statutory disqualification. `(3) For the purposes of this subsection, the term `ancillary services' means-- `(A) the provision of due diligence services, in connection with the offer, sale, purchase, or negotiation of such security, so long as such services do not include, for separate compensation, investment advice or recommendations to issuers or investors; and `(B) the provision of standardized documents to the issuers and investors, so long as such person or entity does not negotiate the terms of the issuance for and on behalf of third parties and issuers are not required to use the standardized documents as a condition of using the service.'. TITLE III--CROWDFUNDING SEC. 301. SHORT TITLE. This title may be cited as the `Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012' or the `CROWDFUND Act'. SEC. 302. CROWDFUNDING EXEMPTION. (a) Securities Act of 1933- Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended by adding at the end the following: `(6) transactions involving the offer or sale of securities by an issuer (including all entities controlled by or under common control with the issuer), provided that-- `(A) the aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under this paragraph during the 12-month period preceding the date of such transaction, is not more than $1,000,000; `(B) the aggregate amount sold to any investor by an issuer, including any amount sold in reliance on the exemption provided under this paragraph during the 12-month period preceding the date of such transaction, does not exceed-- `(i) the greater of $2,000 or 5 percent of the annual income or net worth of such investor, as applicable, if either the annual income or the net worth of the investor is less than $100,000; and `(ii) 10 percent of the annual income or net worth of such investor, as applicable, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or more than $100,000; `(C) the transaction is conducted through a broker or funding portal that complies with the requirements of section 4A(a); and `(D) the issuer complies with the requirements of section 4A(b).'. (b) Requirements To Qualify for Crowdfunding Exemption- The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended by inserting after section 4 the following: `SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS. `(a) Requirements on Intermediaries- A person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others pursuant to section 4(6) shall-- `(1) register with the Commission as-- `(A) a broker; or `(B) a funding portal (as defined in section 3(a)(80) of the Securities Exchange Act of 1934); `(2) register with any applicable self-regulatory organization (as defined in section 3(a)(26) of the Securities Exchange Act of 1934); `(3) provide such disclosures, including disclosures related to risks and other investor education materials, as the Commission shall, by rule, determine appropriate; `(4) ensure that each investor-- `(A) reviews investor-education information, in accordance with standards established by the Commission, by rule; `(B) positively affirms that the investor understands that the investor is risking the loss of the entire investment, and that the investor could bear such a loss; and `(C) answers questions demonstrating-- `(i) an understanding of the level of risk generally applicable to investments in startups, emerging businesses, and small issuers; `(ii) an understanding of the risk of illiquidity; and `(iii) an understanding of such other matters as the Commission determines appropriate, by rule; `(5) take such measures to reduce the risk of fraud with respect to such transactions, as established by the Commission, by rule, including obtaining a background and securities enforcement regulatory history check on each officer, director, and person holding more than 20 percent of the outstanding equity of every issuer whose securities are offered by such person; `(6) not later than 21 days prior to the first day on which securities are sold to any investor (or such other period as the Commission may establish), make available to the Commission and to potential investors any information provided by the issuer pursuant to subsection (b); `(7) ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than a target offering amount, and allow all investors to cancel their commitments to invest, as the Commission shall, by rule, determine appropriate; `(8) make such efforts as the Commission determines appropriate, by rule, to ensure that no investor in a 12-month period has purchased securities offered pursuant to section 4(6) that, in the aggregate, from all issuers, exceed the investment limits set forth in section 4(6)(B); `(9) take such steps to protect the privacy of information collected from investors as the Commission shall, by rule, determine appropriate; `(10) not compensate promoters, finders, or lead generators for providing the broker or funding portal with the personal identifying information of any potential investor; `(11) prohibit its directors, officers, or partners (or any person occupying a similar status or performing a similar function) from having any financial interest in an issuer using its services; and `(12) meet such other requirements as the Commission may, by rule, prescribe, for the protection of investors and in the public interest. `(b) Requirements for Issuers- For purposes of section 4(6), an issuer who offers or sells securities shall-- `(1) file with the Commission and provide to investors and the relevant broker or funding portal, and make available to potential investors-- `(A) the name, legal status, physical address, and website address of the issuer; `(B) the names of the directors and officers (and any persons occupying a similar status or performing a similar function), and each person holding more than 20 percent of the shares of the issuer; `(C) a description of the business of the issuer and the anticipated business plan of the issuer; `(D) a description of the financial condition of the issuer, including, for offerings that, together with all other offerings of the issuer under section 4(6) within the preceding 12-month period, have, in the aggregate, target offering amounts of-- `(i) $100,000 or less-- `(I) the income tax returns filed by the issuer for the most recently completed year (if any); and `(II) financial statements of the issuer, which shall be certified by the principal executive officer of the issuer to be true and complete in all material respects; `(ii) more than $100,000, but not more than $500,000, financial statements reviewed by a public accountant who is independent of the issuer, using professional standards and procedures for such review or standards and procedures established by the Commission, by rule, for such purpose; and `(iii) more than $500,000 (or such other amount as the Commission may establish, by rule), audited financial statements; `(E) a description of the stated purpose and intended use of the proceeds of the offering sought by the issuer with respect to the target offering amount; `(F) the target offering amount, the deadline to reach the target offering amount, and regular updates regarding the progress of the issuer in meeting the target offering amount; `(G) the price to the public of the securities or the method for determining the price, provided that, prior to sale, each investor shall be provided in writing the final price and all required disclosures, with a reasonable opportunity to rescind the commitment to purchase the securities; `(H) a description of the ownership and capital structure of the issuer, including-- `(i) terms of the securities of the issuer being offered and each other class of security of the issuer, including how such terms may be modified, and a summary of the differences between such securities, including how the rights of the securities being offered may be materially limited, diluted, or qualified by the rights of any other class of security of the issuer; `(ii) a description of how the exercise of the rights held by the principal shareholders of the issuer could negatively impact the purchasers of the securities being offered; `(iii) the name and ownership level of each existing shareholder who owns more than 20 percent of any class of the securities of the issuer; `(iv) how the securities being offered are being valued, and examples of methods for how such securities may be valued by the issuer in the future, including during subsequent corporate actions; and `(v) the risks to purchasers of the securities relating to minority ownership in the issuer, the risks associated with corporate actions, including additional issuances of shares, a sale of the issuer or of assets of the issuer, or transactions with related parties; and `(I) such other information as the Commission may, by rule, prescribe, for the protection of investors and in the public interest; `(2) not advertise the terms of the offering, except for notices which direct investors to the funding portal or broker; `(3) not compensate or commit to compensate, directly or indirectly, any person to promote its offerings through communication channels provided by a broker or funding portal, without taking such steps as the Commission shall, by rule, require to ensure that such person clearly discloses the receipt, past or prospective, of such compensation, upon each instance of such promotional communication; `(4) not less than annually, file with the Commission and provide to investors reports of the results of operations and financial statements of the issuer, as the Commission shall, by rule, determine appropriate, subject to such exceptions and termination dates as the Commission may establish, by rule; and `(5) comply with such other requirements as the Commission may, by rule, prescribe, for the protection of investors and in the public interest. `(c) Liability for Material Misstatements and Omissions- `(1) ACTIONS AUTHORIZED- `(A) IN GENERAL- Subject to paragraph (2), a person who purchases a security in a transaction exempted by the provisions of section 4(6) may bring an action against an issuer described in paragraph (2), either at law or in equity in any court of competent jurisdiction, to recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of such security, or for damages if such person no longer owns the security. `(B) LIABILITY- An action brought under this paragraph shall be subject to the provisions of section 12(b) and section 13, as if the liability were created under section 12(a)(2). `(2) APPLICABILITY- An issuer shall be liable in an action under paragraph (1), if the issuer-- `(A) by the use of any means or instruments of transportation or communication in interstate commerce or of the mails, by any means of any written or oral communication, in the offering or sale of a security in a transaction exempted by the provisions of section 4(6), makes an untrue statement of a material fact or omits to state a material fact required to be stated or necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, provided that the purchaser did not know of such untruth or omission; and `(B) does not sustain the burden of proof that such issuer did not know, and in the exercise of reasonable care could not have known, of such untruth or omission. `(3) DEFINITION- As used in this subsection, the term `issuer' includes any person who is a director or partner of the issuer, and the principal executive officer or officers, principal financial officer, and controller or principal accounting officer of the issuer (and any person occupying a similar status or performing a similar function) that offers or sells a security in a transaction exempted by the provisions of section 4(6), and any person who offers or sells the security in such offering. `(d) Information Available to States- The Commission shall make, or shall cause to be made by the relevant broker or funding portal, the information described in subsection (b) and such other information as the Commission, by rule, determines appropriate, available to the securities commission (or any agency or office performing like functions) of each State and territory of the United States and the District of Columbia. `(e) Restrictions on Sales- Securities issued pursuant to a transaction described in section 4(6)-- `(1) may not be transferred by the purchaser of such securities during the 1-year period beginning on the date of purchase, unless such securities are transferred-- `(A) to the issuer of the securities; `(B) to an accredited investor; `(C) as part of an offering registered with the Commission; or `(D) to a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance, in the discretion of the Commission; and `(2) shall be subject to such other limitations as the Commission shall, by rule, establish. `(f) Applicability- Section 4(6) shall not apply to transactions involving the offer or sale of securities by any issuer that-- `(1) is not organized under and subject to the laws of a State or territory of the United States or the District of Columbia; `(2) is subject to the requirement to file reports pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934; `(3) is an investment company, as defined in section 3 of the Investment Company Act of 1940, or is excluded from the definition of investment company by section 3(b) or section 3(c) of that Act; or `(4) the Commission, by rule or regulation, determines appropriate. `(g) Rule of Construction- Nothing in this section or section 4(6) shall be construed as preventing an issuer from raising capital through methods not described under section 4(6). `(h) Certain Calculations- `(1) DOLLAR AMOUNTS- Dollar amounts in section 4(6) and subsection (b) of this section shall be adjusted by the Commission not less frequently than once every 5 years, by notice published in the Federal Register to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics. `(2) INCOME AND NET WORTH- The income and net worth of a natural person under section 4(6)(B) shall be calculated in accordance with any rules of the Commission under this title regarding the calculation of the income and net worth, respectively, of an accredited investor.'. (c) Rulemaking- Not later than 270 days after the date of enactment of this Act, the Securities and Exchange Commission (in this title referred to as the `Commission') shall issue such rules as the Commission determines may be necessary or appropriate for the protection of investors to carry out sections 4(6) and section 4A of the Securities Act of 1933, as added by this title. In carrying out this section, the Commission shall consult with any securities commission (or any agency or office performing like functions) of the States, any territory of the United States, and the District of Columbia, which seeks to consult with the Commission, and with any applicable national securities association. (d) Disqualification- (1) IN GENERAL- Not later than 270 days after the date of enactment of this Act, the Commission shall, by rule, establish disqualification provisions under which-- (A) an issuer shall not be eligible to offer securities pursuant to section 4(6) of the Securities Act of 1933, as added by this title; and (B) a broker or funding portal shall not be eligible to effect or participate in transactions pursuant to that section 4(6). (2) INCLUSIONS- Disqualification provisions required by this subsection shall-- (A) be substantially similar to the provisions of section 230.262 of title 17, Code of Federal Regulations (or any successor thereto); and (B) disqualify any offering or sale of securities by a person that-- (i) is subject to a final order of a State securities commission (or an agency or officer of a State performing like functions), a State authority that supervises or examines banks, savings associations, or credit unions, a State insurance commission (or an agency or officer of a State performing like functions), an appropriate Federal banking agency, or the National Credit Union Administration, that-- (I) bars the person from-- (aa) association with an entity regulated by such commission, authority, agency, or officer; (bb) engaging in the business of securities, insurance, or banking; or (cc) engaging in savings association or credit union activities; or (II) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the 10-year period ending on the date of the filing of the offer or sale; or (ii) has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission. SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM SHAREHOLDER CAP. (a) Exemption- Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the end the following: `(6) EXCLUSION FOR PERSONS HOLDING CERTAIN SECURITIES- The Commission shall, by rule, exempt, conditionally or unconditionally, securities acquired pursuant to an offering made under section 4(6) of the Securities Act of 1933 from the provisions of this subsection.'. (b) Rulemaking- The Commission shall issue a rule to carry out section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78c), as added by this section, not later than 270 days after the date of enactment of this Act. SEC. 304. FUNDING PORTAL REGULATION. (a) Exemption- (1) IN GENERAL- Section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c) is amended by adding at the end the following: `(h) Limited Exemption for Funding Portals- `(1) IN GENERAL- The Commission shall, by rule, exempt, conditionally or unconditionally, a registered funding portal from the requirement to register as a broker or dealer under section 15(a)(1), provided that such funding portal-- `(A) remains subject to the examination, enforcement, and other rulemaking authority of the Commission;]]><![CDATA[New Website For Louisiana Entertainment ]]>Thu, 29 Mar 2012 18:42:23 -0800http://www.stevenjwilson.com/1/post/2012/03/new-website-for-louisiana-entertainment.htmlLouisiana Entertainment is pleased to announce the launch of its new website, http://www.LouisianaEntertainment.gov which introduces many new features and a modern design that showcases Louisiana’s film, interactive, live performance, and music incentive programs. The new website, launched this month, is a bold new step to showcase Louisiana’s burgeoning entertainment industry that has benefited from the State’s comprehensive suite of incentives.

The site is committed to providing a unique experience for industry professionals and novice and includes a new production and location directory, educational resources, and the latest entertainment news. A picture gallery highlights Louisiana made films, records, plays and performances, video games and software. Users can find links to Louisiana Entertainment’s social media outlets or sign up for the newsletter.

With the launch of the new production and location directories, all users are invited to create a new listing. For those individuals and businesses who registered their services or location on the former Louisiana Entertainment site, you will need to create a new listing.

Click here to search or create a new listing in Louisiana Entertainment’s PRODUCTION DIRECTORY:
http://la.reel-scout.com/crew_login.aspx

Click here to search or create a new listing in Louisiana Entertainment’s LOCATIONS DIRECTORY:
http://louisianaentertainment.gov/index.php/film/locations/

For questions or comments, send email to led-entertainment@la.gov. No phone calls please. ]]><![CDATA[New Orleans Filmography]]>Thu, 08 Mar 2012 19:49:06 -0800http://www.stevenjwilson.com/1/post/2012/03/new-orleans-filmography.htmlHere is a quick look at whats going on already this year in New Orleans!

Filmography
2012 Now You See Me                Feature Film                          Summit Entertainment
2012 Django Unchained            Feature Film                           Weinstein Company
2012 Ender’s Game    Feature Film                           Summit Entertainment
2012 The Hot Flashes                 Feature Film                           Independent
2012 The Expendables 2 Feature Film                           Millennium Films
2012 Schism                                   Feature Film                           Independent
2012 Tough Love 4                      TV Series                                 VH1
2012 The Host                                Feature Film                           Chockstone Pictures
2012 Pitbulls and Parolees
           Season 4 TV Series                                 Animal Planet 2012

]]><![CDATA[New Orleans Film Industry Mentioned on CBS News]]>Tue, 28 Feb 2012 20:08:26 -0800http://www.stevenjwilson.com/1/post/2012/02/new-orleans-film-industry-mentioned-on-cbs-news.htmlHollywood South is continuing to make news and grow as one of the top locations for filming in the film industry. Check out this video from CBS News
http://www.cbsnews.com/video/watch/?id=7400110n&tag=api

Travel Light!
]]><![CDATA[Louisiana location film production passes billion-dollar mark in 2011]]>Mon, 23 Jan 2012 17:47:29 -0800http://www.stevenjwilson.com/1/post/2012/01/louisiana-location-film-production-passes-billion-dollar-mark-in-2011.html
Louisiana location film production passes billion-dollar mark in 2011
01/10/2012 » 10 January 2012
By Nick Goundry

Louisiana has reaffirmed its position as one of the central filming production hubs in the US – and indeed the world – by making some USD1.3 billion during 2011. The figures from film office Louisiana Entertainment are not quite official yet, but it’s clear the state had a hugely successful year.

Data from Louisiana Entertainment reported by Nola.com suggests that over 150 separate filming projects applied for Louisiana incentive support in 2011, with the bulk of these projects’ combined USD1.9 billion production budget being spent in Louisiana.

It’s not clear yet how much was paid out by the state, but in 2010 the total in-state spend came to just shy of USD900 million and the economy was making USD5.71 from every dollar spent.

Chris Stelly is Executive Director of Louisiana Entertainment and spoke to the outlet: “It’s good to be busy. You’re starting to see not only major studios but mini-majors as well – that have had such a great time and a great experience – come back. I think that sort of repeat business says a lot.”

Warner Brothers is one of the major studios to keep coming back, having shot The Curious Case of Benjamin Button, Jonah Hex and The Green Lantern in recent years. Quentin Tarantino’s Django Unchained is currently scheduled for a February start and Tom Cruise’s next project – known at the moment as either Oblivion or Horizons – will arrive in the summer. ]]><![CDATA[Louisiana Ranked Tops for Film Production ]]>Mon, 02 Jan 2012 19:06:35 -0800http://www.stevenjwilson.com/1/post/2012/01/louisiana-ranked-tops-for-film-production.htmlSOURCE: P3 and GBR Business Report

http://www.p3update.com/preproduction/locations/1199-top-10-united-states-of-production

Top 10: United States of Production Written by Johan Kharabi and Sally Kemper

Preproduction - Locations

As runaway production took a toll on the U.S. in the 1990s, the country fought back by introducing its own competitive incentives. By 2010, 46 U.S. states and territories had introduced individual tax credit and rebate programs and saw an estimated $60 billion in television, movie and video production revenue. Once a year, P3 Update lists 10 states in the nation that offer the most attractive combination of tax incentives, crew base, talent pool, infrastructure, accessibility, significant production revenue and overall popularity among filmmakers.

1. LOUISIANA

Louisiana was the first state on the scene to adopt tax incentives, which sparked a trend across America. More and more filmmakers are now heading to Louisiana where business has been booming. “I’m thinking of moving down there myself,” declares Filmmaker Ron Carr. “The state has a good film base and a lot of stages.”

The state currently offers motion-picture productions a 30-percent transferable credit on total in-state expenditures, with no cap and a minimum-spending requirement of $300,000. For productions using in-state labor, Louisiana offers an additional 5-percent labor-tax credit on the payroll of employed residents. Louisiana is currently nine to ten crews deep, a nearly 400 percent increase since 2002. “We have seen a 22-percent growth in the industry’s workforce each year,” says Louisiana Entertainment Film Director Chris Stelly. “In addition, our infrastructure continues to mature at an exponential rate and a film of any size can spend 80 to 90 percent of their budget in Louisiana. We offer basically everything a production could want or need ─ from processing to trucks, as well as stages, to high-end visual effects.”

According to Stelly, after a big 2008–09 fiscal year, when the state saw $494 million in production, fiscal year 2009–10 drew $674.1 million in direct spend thanks to over 100 productions. Big-budget features like The Twilight Saga: Breaking Dawn, Battleship, Green Lantern and Battle: Los Angeles have kept Louisiana busy. And, as of May 2011, the state had received 41 applications, which is comparable to 44 applications received at this time last year.

Stelly says that the state’s productions are usually comprised of feature films, such as Abraham Lincoln: Vampire Hunter and 21 Jump Street, but also include top TV series, most notably HBO’s “Treme” and season two of “Memphis Beat.”

In addition to the southern hospitality, Louisiana’s success is largely due to the state’s ability to attract repeat business with its attractive incentive programs, deep crew base and abundance of studio facilities. “We have established both stability and credibility,” says Stelly, “and our incentive program is easy to maneuver. All of this keeps production coming back.”

2. ILLINOIS

Illinois’ five-deep crew base is only one of the reasons the state was added to the P3’s top-10 roster. It’s a good thing because productions have flooded the Prairie State in recent years — and they keep coming back.

The Illinois Film Office reports that the state saw $161 million in spending in 2010 — a 54-percent increase from 2009 — and over 8,000 production jobs. This activity comes in light of an already successful year, during which Illinois hosted big-name productions like Contagion (starring Matt Damon and Kate Winslet), Transformers: Dark of the Moon and The Dilemma. In 2010, Chicago alone saw six TV pilots, including Fox’s “The Chicago Code” and Showtime’s “Shameless.” In 2011, several TV pilots shot throughout the state, including NBC’s “The Playboy Club” and CW’s “Cooper and Stone.” Currently, the state is hosting more TV pilots, including “Boss” (starring Kelsey Grammer), and Zack Snyder’s big-budget feature Superman: Man of Steel is slated to begin filming in Illinois this summer.

The state’s incentive program includes a 30-percent tax credit on all qualified local expenditure, including postproduction. An additional 15 percent is available on salaries for individuals living in an economically disadvantaged area. Unfortunately, the state’s tax credit applies only to wages of up to $100,000 and excludes nonresidents. In late March, there was a possibility that the state would introduce a five year sunset clause to its incentive program, but last-minute political maneuvering succeeded in extending this to ten years — effectively saving the program until 2021.

Finally, Illinois’ infrastructure is rapidly developing. In May, the city celebrated the opening of Cinespace Chicago Film Studios, which, when fully built, will hold 1.2 million square feet of space.

3. FLORIDA

For a long time, Florida boasted having one of the largest production-crew bases in the country, but, according to Communications Coordinator Colleen McClure of the Florida Governor’s Office of Film and Entertainment, the state has fallen in rank in recent years. This was partly due to a growing number of competitive domestic incentive packages and crewmembers moving to Louisiana when its production increased.

But the Sunshine State is fighting fire with fire to become an incredibly strong contender. With the recent passage of its Film & Entertainment Industry Financial Incentive Program — which offers $242 million in transferable tax credits over five years — Florida is seeing its crew base restored as production grows. This is bolstered by a robust incentive package that includes a 20-percent base transferable-tax credit for total expenditures associated with Florida businesses and resident wages. Combining additional bonus opportunities, including “Family-Friendly” and “Off-Season” perks, can increase the credits up to 30 percent of the total Florida spend. The savings continue for qualified productions that receive sales-and-use tax exemptions on the purchase or lease of certain items used in filming.

Recent Florida productions include Transformers: Dark of the Moon, A&E’s “The Glades” and season four of USA Network’s “Burn Notice.” McClure reports that production revenue for fiscal year 2010 sat at $760,722, 482, and, as of May 2011, the amount was $981,059,895 for fiscal year 2011. These numbers don’t lie: The heat is definitely on in Florida.

4. GEORGIA

Since 2008, Georgia has offered a transferable flat-tax credit of 20 percent on qualified in-state “base investment” for qualifying productions spending a minimum of $500,000. In addition, there’s the possibility to receive another 10 percent if production activities include a “qualified Georgia promotion,” which is a promotional logo in the production. If this 30-percent total transferable-tax credit hasn’t substantially cut costs, a qualified production can enjoy the state’s Sales & Use Tax Exemption, which is a point-of-purchase exemption on sales tax that can help save as much as 8 percent on equipment purchases and rentals.

Georgia Film, Music & Digital Entertainment Office Director Lee Thomas praises the program for helping to boost production in the state. More than 274 productions shot in the Peach State from July 2010 through April 2011 to bring in more than $589.2 million in Georgia investments. These projects have generated an economic impact of $2.1 billion. In 2010, the state saw the filming of motion pictures like Footloose, Wanderlust, The Change-Up and Fast Five. Currently, American Pie 4 Presents: Family Reunion, the Farrelly brothers’ The Three Stooges and the hit AMC series “The Walking Dead” are shooting in Georgia.

Georgia’s film-industry infrastructure is undergoing serious growth as well. The state recently saw the opening of a Panavision in Atlanta, while the well-known Turner Studios holds six purpose-built studios with five HD control rooms. Raleigh Studios Atlanta is spread over 120 acres and holds four stages, while EUE/Screen Gems has taken over the old Lakewood Fairgrounds in Atlanta and just completed a 37,500-square-foot soundstage.

What else makes Georgia one of the country’s best places to shoot? Thomas reports that Georgia’s crew base, once around two to two-and-ahalf deep, has grown to around six to seven deep. “[We have] crew depth combined with the infrastructure, temperate climate, the world’s busiest airport, great incentives, diverse locations and a great quality of life,” explains Thomas.

5. CALIFORNIA

According to California Film Commission Director Amy Lemisch, the Golden State hosts nearly 200 feature films every year along with countless TV series, commercials and documentaries. “California has moderate weather with 315 sunny days per year coupled with the deepest and most talented labor pool in the world,” boasts Lemisch. “In addition, the state offers over 500 stages and the most advanced and diverse range of postproduction facilities found anywhere.”

Lemisch celebrates the California Film & TV Tax Credit Program, which provides a nonrefundable tax credit of 20 to 25 percent for eligible feature films with budgets between $1 million and $75 million; and TV series, TV movies and miniseries with an appropriation of $100 million per year for five years through 2014. Independent features under $10 million are eligible to receive 25 percent and may transfer their credits. Credit is applied to below-theline spend, including postproduction and visual effects.

International Location Manager Bill Bowling will be the first to tell you that California, once again, has become a top-10 contender. “We’re seeing a stronger interest in keeping production in California [now more] than ever, which has led to a big upswing in the state’s popularity,” explains Bowling. He attributes this increase to the savings made by working at home versus extensive traveling in addition to the states successful incentive package.

California offers assistance from numerous film offices throughout the entire state. “Filmmakers work closely with our network of 50-plus regional film offices taking advantage of the diverse landscape of California,” says Lemisch. Placer-Lake Tahoe Film Office Director Beverly Lewis takes pride in what the northern part of the state has to offer. “I am very aware that the California incentives made the difference when it came time for [productions] to select locations, and the local spend is welcomed back,” she says. Since then, qualified productions like HBO Films’ Cinema Verite, Jackass 3D and Disney’s upcoming fall release The Muppets have filmed in her area. Other recent productions shot throughout California include David Fincher’s The Girl with the Dragon Tattoo, HBO’s “Entourage” and the new ABC series “Scandal.”

6. CONNECTICUT

Connecticut’s current tax credit of up to 30 percent is still going strong. To qualify, 50 percent of principal photography or 50 percent of post must be done in the state, or at least $1 million in postproduction expenditures must be in-state. The tax credits for film and digital animation are tiered based on local spend from 10 to 30 percent. The credit is 10 percent for expenditures between $100,000 and $500,000, and there’s a 15-percent credit for expenditures between $500,000 and $1 million. The credit is 30 percent for anything above $1 million.

The big news out of the Constitution State is the recent release of Blue Sky Studios’ first animated feature made entirely in Connecticut. On the smaller screen, Showtime’s “The Big C” has returned to shoot its second season, as has “Are We There Yet?” for TBS. Other noteworthy productions include feature films like We the Peeples and We Need to Talk About Kevin, starring John C. Reilly and Tilda Swinton. “Our incentive program has been successful in bringing significant production and infrastructure expenditures to the state, with over $200 million in spending in 2010,” says George Norfleet, director of the Connecticut Office of Film, Television & Digital Media. “And we expect to exceed that number in 2011.”

The small state of Connecticut packs a big punch in the category of infrastructure, largely thanks to the fact that it shares a crew base with New York. The N.Y. IATSE Local 52 has over 3,400 members and includes Connecticut within its five-state jurisdiction. Moreover, the state has at least seven great studios, including Sonalysts, Connecticut Film Center, Sono Studios and Palace Digital Studios. And Norfleet reports that CT Studios plans to begin construction on a multistage facility in 2011.

7. NEW YORK

The Empire State and especially the city of New York know a thing or two about television and film production. According to the New York City Mayor’s Office of Media & Entertainment Commissioner Katherine Oliver, more than 100,000 New York City citizens work in the industry while the city houses over 4,000 local ancillary businesses — everything from digital effects companies to prop houses — playing a supporting role for filming in the city.

In all, New York has more than 100 production facilities, stages and video studios throughout its boroughs, amounting to around 900,000 square feet of stage space. All this capacity helps to bring about $5 billion worth of production to the city’s economy annually. Despite its global recognition, the state, like any other, still has to offer productions a good deal.
It currently offers eligible productions an up-to-35-percent fully refundable tax credit. And there’s plenty of money to go around, as the program holds about $420 million a year up until 2014.

Just last June, Oliver and Mayor Bloomberg hosted the sixth annual “Made in NY” Awards to honor those who have helped contribute to the city’s burgeoning entertainment industry. And these awards are well deserved: In 2010, over 230 feature films and primetime TV series were shot in New York City.

8. UTAH

The Beehive State has been busy and it looks like it might get busier — Utah Governor Gary R. Herbert signed groundbreaking tax-credit legislation in May for the state’s film industry, effectively increasing the tax rebate from 20 to 25 percent. The program has no sunset provision and requires a minimum of $1 million in-state spend. The legislature also approved an ongoing tax-credit fund of $6.8 million. “[The incentive] will enable us to position Utah and its talented motion-picture and digital-media work force to compete on a global basis for the film and digital-media industries,” announced Herbert. Since the fund was created in 2004, 65 film projects have already received funding.

According to Utah Film Commission Director Marshall Moore, a total of 19 productions took advantage of the incentive in fiscal year 2010, producing 1,188 production jobs and accounting for 502 production days. For fiscal year 2011 (as of May 2011), the state has about 14 productions taking advantage of incentives, accounting for 431 production days. Utah is currently three “A” crews deep and offers an excellent, constantly growing infrastructure that includes studios like Stone 5 Studios in Provo and Metcom and Salt Lake Studios in Salt Lake City. With so much happening, along with a political establishment that’s very supportive of the industry, Utah is now the state to watch in 2012.

Director Danny Boyle’s Academy Award nominated 127 Hours took advantage of the fund in 2010 as the production filmed on location in Moab and on stages in Salt Lake City. And Walt Disney Pictures’ John Carter filmed for 45 days across Utah, specifically in Delta, Hanksville, Kanab, Moab and Big Water.

9. NEW MEXICO

New Mexico is well known for titanic production houses like Albuquerque Studios, I-25 Studios, Garson Studios and Santa Fe Studios (the latter set to open in August 2011). “These are great stages [and] definitely one of the most popular reasons for shooting in the state,” says Location Manager Bill Bowling. The Land of Enchantment is home to approximately 20 stages ranging in size from 2,000 to 48,000 square feet. The state offers an enticing incentive package as well. Qualified productions can receive a 25-percent tax rebate on all direct expenditure. In addition, New Mexico has a Film Investment Loan Program as well as a Film Crew Advancement Program that offers a 50-percent wage reimbursement for on-the-job training.

Things weren’t looking great for the state in March when New Mexico Governor Susana Martinez targeted the incentive program with cuts, ideally wanting the rebate to be decreased to 15 percent. In the end, however, the state senate voted to keep the 25-percent rebate intact. And, according to New Mexico Film Office Deputy Director Jennifer Schwalenberg, an annual cap was placed. “[They] placed a ‘rolling cap’ of $50 million per fiscal year,” she says. Governor Martinez would do well to understand how important television and film production has become for New Mexico in recent years, as the state has hosted numerous big-budget features, such as Cowboys & Aliens, Fright Night and Thor, as well as AMC’s Emmy-winning series “Breaking Bad.”

10. MICHIGAN

Just based on numbers alone, Michigan is in a league of its own. Productions can receive a tax credit of up to 42 percent of qualifying direct production expenditures in “core communities,” which include 136 locations throughout the state. (The figure is 40 percent in other locations.) The massive incentive program requires a minimum in-state spend of $50,000, and there’s a $2 million salary cap per employee on each production.

According to Michigan Film Office Communications Advisor Michelle Begnoche, the state’s budget has passed and is on Governor Rick Snyder’s desk. He is expected to sign the bill, which would set next year’s funding for new projects at $25 million. “Prior to the fiscal year 2012 budget, we had no annual allocation from the legislature,” explains Begnoche. “The incentive is also no longer a tax credit; rather it is an allocation that will not be tied to the state’s business-tax structure. While we now have clarity on what our funding level will be, work is still being done to determine how best to administer the incentives within this new framework.”

According to Chris Baum, Film Detroit Senior VP and Government Relations Chair of Michigan Film First, a group of the state’s largest film and TV industry stakeholders is working with key legislators to revise the incentive program further. “Michigan Film First has hired the top lobbyists in Lansing to help key supporters in the legislature draft a new bill that will adjust the incentive and raise the cap, allowing us to sustain our terrific moment from the last three years,” Baum explains. Last year, the Detroit area welcomed the HBO series “Hung” and ABC’s “Detroit 1-8-7” as well as many feature films, including Real Steel, The Double, A Very Harold & Kumar Christmas, Salvation Boulevard, Machine Gun Preacher and Scream 4.

The Wolverine State has been working hard to build up the infrastructure needed to increase production. Perhaps the best example of the changes taking place is Raleigh Michigan Studios. Located on the grounds of the former GM Centerpoint truck plant and office complex in Pontiac, the new $80 million film studio is comprised of seven crisp soundstages and over 360,000 square feet of office space. The studio is already hosting the preproduction of Disney’s The Wizard of Oz prequel Oz: The Great and Powerful, which will receive approximately $40 million in incentives and is set to be one of the largest features to ever shoot in the state.

When you look at the big picture, you can see how big of a role the industry plays in each state’s economy. And film office representatives are pressured to show a positive ROI on incentives, so these programs fluctuate from time-to time. High incentives and a deep crew base are only two portions of the total package needed for states to make P3’s annual list of top-10 U.S. locations, an informative guide that filmmakers worldwide can rely on.

]]><![CDATA[New Representation]]>Mon, 19 Dec 2011 19:49:03 -0800http://www.stevenjwilson.com/1/post/2011/12/new-representation.htmlI am pleased to announce that I am now being represented by Proclaim Talent Agency in New Orleans LA. I am excited about this new phase in my journey. Stay tuned, I'm on my way!

Travel Light!
]]><![CDATA[Louisiana Sees Surge In TV & Film Projects]]>Sat, 03 Dec 2011 19:17:48 -0800http://www.stevenjwilson.com/1/post/2011/12/louisiana-sees-surge-in-tv-film-projects.htmlLouisiana sees surge in TV & film projects

AP NEWS Latest local, national & international news from the Associated Press Louisiana sees surge in TV & film projects Dec. 2, 2011, 12:09 p.m. CST AP As cast and crew of the HBO television series "Treme" filmed in the French Quarter, a warehouse elsewhere bustled with stage hands prepping for production on the Will Ferrell comedy "Dog Fight" while a helicopter prepared to take flight for the shooting of the new 3-D IMAX film, "Hidden World."

The stream of film activity this late in the year is positioning Louisiana to hit, if not exceed, last year's record of more than 100 film and TV projects, said Chris Stelly, executive director of the Office of Entertainment Industry Development, the state agency that promotes Louisiana's film, theater, music and digital media industries.

Stelly said this is also likely more film activity than in any other U.S. state outside of the entertainment hubs of California and New York.

"It's incredible," he said. "The holidays and the summer months, those are usually slower times for the film industry here, but last year and this year that hasn't been the case. What we're seeing is the filming industry stabilizing in Louisiana with a steady stream of business all year long."

Other projects filming between now and Christmas include the Mark Wahlberg action flick "Broken City" and the TV police drama "Common Law." In the new year, production is set to begin on Quentin Tarantino's "Django Unchained", Summit Entertainment's caper film "Now You See Me" and the Columbia Pictures drama "Maersk Alabama" starring Tom Hanks.

Louisiana accepted more than 130 applications for its tax incentive program in 2011 and hosted more than 100 film and TV projects for the second year in a row. That's about triple previous years, Stelly said. According to state figures, Louisiana had fewer than 40 projects in both 2004 and 2005, and the state saw fewer than 90 projects each year thereafter until 2009.

In 2009, the state decided to make its tax credit permanent and increase the benefits to 30 percent. Originally, the statute reduced the incentive to 20 percent with plans to eventually reduce it again to 15 percent. Stelly said the state's move has helped to steady and grow the industry.

"It sent a message that we are here to stay, that Louisiana is a reliable place to do business," Stelly said. "That was such an important thing for us. As other states began dropping off, we gave more stability to what we were doing here in Louisiana."

Since the film tax credits were introduced in 2002, movie production hubs have popped up in cities across the state, including Shreveport, Lafayette and Baton Rouge. But New Orleans continues to see most of the activity. This year 45 projects — almost half of all those filmed in the state — were shot in the New Orleans area.

Most of the projects being filmed in New Orleans have a minimum $40 million budget, said Katie Williams, director of Film New Orleans, the department under the mayor's office of cultural economy that handles film and video projects.

"Every year we're getting bigger projects with bigger budgets and higher level actors," Williams said. "It really shows the maturation of our industry."

Among the projects heading to New Orleans in coming months is "Maersk Alabama", the real-life pirate drama being directed by Oscar-nominated director Paul Greengrass. Hanks will play Capt. Richard Phillips, who was kidnapped along with his crew when his ship was hijacked by Somali pirates on its way to a Kenyan port in 2009. The film is being based on a book Phillips wrote about the rescue, "A Captain's Duty: Somali Pirates, Navy SEALs, and Dangerous Days at Sea."

Filming is expected to begin in February, Williams said.

Production will begin on "Now You See Me" in mid-January. That film is about a team of illusionists who pull off bank heists during their performances and stars Woody Harrelson, Jesse Eisenberg, Morgan Freeman, Isla Fisher, Michael Caine and Mark Ruffalo.

"Broken City" is about an ex-cop who trails the wife of New York City's mayor only to become immersed in a scandal. It stars Wahlberg, Russell Crowe and Catherine Zeta-Jones. The film is currently in production in the New Orleans area and is due out in theaters in 2013.

Despite its successes, the film industry has not been without problems. Former state film commissioner Mark Smith pleaded guilty in 2007 to taking about $65,000 in bribes to help inflate tax credits. He served two years in federal prison. Malcolm Petal, producer of "Bug," ''Factory Girl" and "Mr. Brooks," pleaded guilty to conspiring to bribe Smith. He was sentenced to five years in prison.

In 2007, a state law tightened oversight of the program, which provides tax credits to production companies that use goods and services while shooting in Louisiana.

Just last month, a crew member working on the set of the Paramount Pictures film "G.I. Joe 2: Retaliation" was killed in what the studio is calling an unusual accident. Paramount spokeswoman Virginia Lam said the Louisiana crew member, Michael "Mike" Huber, was killed Nov. 22 on set in New Orleans. She would not comment to The Associated Press on the circumstances surrounding his death but said the studio is fully cooperating with the investigation.

The sequel, which stars Bruce Willis, Dwayne "The Rock" Johnson and Channing Tatum, is scheduled for release in the summer.

SOURCE:

http://www.nola.com/newsflash/index.ssf/story/louisiana-sees-surge-in-tv-film/789550e9fca5418fb15aea8104c5f99a

]]><![CDATA[Food for Thought]]>Fri, 02 Dec 2011 20:48:51 -0800http://www.stevenjwilson.com/1/post/2011/12/food-for-thought2.html"When the time to perform has come, the time to prepare has passed."

Travel Light!

]]>