How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • Go back-and-forth until satisfied
    Rate the answer you receive.
Ask Ed Turner Your Own Question
Ed Turner
Ed Turner,
Category: Property Law
Satisfied Customers: 1913
Experience:  Director and Consultant Solicitor (Self-Employed) at Ed Turner LLB Limited
107013918
Type Your Property Law Question Here...
Ed Turner is online now

Looking for a solicitor with experience in media/IP to

Customer Question

Looking for a solicitor with experience in media/IP to review clauses relating to a bit of an odd structure between our production company and another's.
Submitted: 18 days ago.
Category: Property Law
Expert:  Ed Turner replied 18 days ago.

Hello.   I am Ed, a Solicitor qualified in England & Wales with over a decade’s experience in the legal profession advising clients.

I specialise in Commercial Contracts, Business Transactions, Employment, Dispute Resolution, Personal Injury and Road Traffic Law and shall be reviewing your legal problem today.

Regarding the site’s automatic offer of a Premium Service Phone Call, I shall be delighted to talk with you by phone to discuss your issue in greater detail if you accept the offer.

Expert:  Ed Turner replied 18 days ago.

To enable me to answer your query, please provide me with some further information about your legal issue and how you want a lawyer to help you.

Customer: replied 17 days ago.
Hi Ed,We're making a film with a co-producer (who is also investing money in the project) and therefore need to set up an SPV for it, therefore what was originally to be an investor agreement is now a shareholder agreement. The terms we need to include are:- that percentage of profits shared correlate to what's invested (in money or in kind)
- that our film production company (Anima Films) retains the IP and therefore ring-fencing a percentage of the profit share as part of that (i.e. even if our co-producer/investor put in 100% of the money, that we would keep 30%, for example)
- ensure that, because we're setting up an SPV, that the shares don't correlate to pay-outs once the film is soldI can share document we have thus far for review? Basically we need to know whether we can lay out all the information in the shareholder agreement or whether we need to do something in Memorandum/Articles of Association in setting up the SPV?Thanks!Andrea
Expert:  Ed Turner replied 17 days ago.

Sorry for the delay in replying, but we had IT issues yesterday 7/9/21.   I am considering your reply and will revert shortly.

Expert:  Ed Turner replied 16 days ago.

The two contracting companies need to register as shareholders and directors of a new joint venture limited company (“JVC”).   Such entities can be incorporated and function adopting the Model Articles of the Companies Act 2006, but I strongly recommend that the JVC adopts bespoke Articles of Association and executes a private shareholders agreement as the Model Articles are not fit for the purpose of running a complex corporate entity such as a JVC.

The JVC will have to be registered with HMRC for Corporation Tax purposes, as will its directors and employees for Income Tax and National Insurance purposes.

Insurance and civil regulator registration etc. requirements will depend on what goods and services the JVC is selling.   If the JVC employs workers and employees, it must have Employers Liability Insurance.   If it uses vehicles in the course of its operations, it must have Road Traffic Act insurance.  If it is advising upon financial products, it will have to be registered with the Financial Conduct Authority.   I do not have instructions at present to advise with certainty on this point.

Expert:  Ed Turner replied 16 days ago.

I hope this resolves your enquiry.   Please revert to me if you require any clarification of my answer to your question and I shall be delighted to assist.

Kind regards

LawyerEd

Customer: replied 16 days ago.
Hi Ed, we've been told we could set up an SPV (not a JVC) as individual directors of the new company. Or is that the same thing?Could we have a Shareholder Agreement that overrides any Articles of Association, or you think we'd need both? Would be great to know cost of reviewing our current agreement and know what we'd need to add to Articles of Association please.I'm sharing document here so you get an idea of what's currently in, and what's missing: https://docs.google.com/document/d/1eegQBmF-Uz-D0-aNLmfgK_tu3YEdZOEG4c-12pacZKQ/edit
Expert:  Ed Turner replied 16 days ago.

Thank you for your reply and link to your draft document, which I have now considered.

An SPV is more commonly used in USA Securities and Finance Law, however, it is recognised more informally in English Law as a type of JVC.

However, your draft agreement suggests that Anima and Thulsa Doom are essentially entering into a Contractual Joint Venture Agreement (“CJV”) without actually setting up a new company.

I have reviewed your draft CJV and while it is on the right track, it does bear all the hallmarks of a precedent document that was originally drafted by lawyers but has since “gone through the wash a few times” being adapted and amended by non-lawyers.

Non-lawyers drafting their own legal contracts and policies (even if they are based on cogent, reliable precedents) is often a recipe for disaster as the documents will contain legal terminology that laypersons do not understand.

As a result, there has been a spike in Probate and Commercial Contracts Litigation in recent years due to “homemade” Wills and Contracts that were drafted by laypersons who did not appreciate or understand some of the legal terminology.   This has led to confusion, uncertainty and dispute and has cost them thousands more in legal fees fighting a former business partner who has taken issue with what the parties thought was agreed at the time.

As your Commercial Contracts Solicitor instructed under a formal solicitor-client retainer with my main “virtual” law firm, I can provide a much more thorough and bespoke document-drafting service beyond that which I can provide on Just Answer (which is very often “pointing customers in the right direction” for the purposes of obtaining further legal advice) and draft you a set of contracts and policies which are robust, effective and protect your commercial and legal interests as far as the law permits.

Better to spend a few hundred or even thousand pounds on solicitors’ fees at the outset of a deal and get it right from Day 1 rather than risking losing many thousands more in damages and legal costs if things go wrong at a later date.

P.S. If you do set up a separate SPV/JVC company, PLEASE call it “Conan”, “Crom”, “Four Winds” or “Riddle of Steel”!

Customer: replied 16 days ago.
Hi Ed, actually, we will be setting up a new company -- hence the SPV. At least this is what we're being recommended by our accountant and the BFI.Would it be worth you sharing your e-mail with me so we can discuss further?Thanks,Andrea
Expert:  Ed Turner replied 16 days ago.

Under my Just Answer Expert Agreement, I cannot provide Customers any direct contact details or information about my law firm’s charges unless they accept a Premium Serivce.

I can review a brief amount of documentation from the customers (up to 20 pages or so).

The phone calls generally last around 20 – 30 minutes at most.   I will let you know if we are going around in circles and I am repeating myself.

You will not receive any additional documentation from me or Just Answer (apart from payment confirmation).

I will discuss my fees with my main virtual law firm on the call.   Under my Just Answer Expert Agreement, I cannot provide Customers any direct contact details or information about my law firm’s charges unless they accept a Premium Service Phone Call.

If you choose to instruct me directly through my law firm, this will be a different contract from yours with Just Answer.   I will open a new client-matter for you with my firm and send you retainer documentation in the form of a Client Care Letter and Terms of Engagement.