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Legal opinion on film meaning

What does Legal opinion on film mean?
A legal opinion on film is an opinion letter from the producer’s solicitors to a lender financing a film production. It is a practice term used in film finance rather than a concept defined in legislation or case law, and supports the lender’s decision to enter into a loan agreement and take security. Typical content includes opinions on: the producer/SPV’s capacity, authority and due execution; the validity, binding effect and enforceability of the finance and security documents; proper creation and perfection of security over film assets (intellectual property, receivables and contracts); absence of conflicts, required consents or known litigation; and effectiveness of assignments and charges. It also confirms chain of title to the underlying rights (underlying work, screenplay, talent and music), and the producer’s right to grant, assign or charge rights, including distribution and sales rights. The opinion is based on legal due diligence and review of key documents such as option/assignment agreements, talent agreements, music clearances, sales agency and distribution agreements, the completion guarantee, CAMA and insurance. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, though perfection steps and registration (for example Companies House/Companies Registration Office filings and any relevant IP recordals) are opined under the...
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NEWS
Upham and others v HSBC: Commercial Court dismisses deceit/misrepresentation claims over Eclipse film tax avoidance scheme; QC approval statements were opinion; limitation applied; loss not proved (England and Wales)

Upham and others v HSBC UK Bank plc [2024] EWHC 849 (Comm) The claimants were all investors in the Eclipse arrangement, a scheme designed to permit individuals to defer their tax liabilities by investing in limited liability partnerships (LLPs) connected to the film industry. In summary, participants would take out borrowing to finance capital contributions into an LLP, and could thereafter set the interest on those loans against other income. The structure had been put together by an HSBC employee (B) and was promoted by Future Films. It ultimately failed because the LLPs were held not to be trading: see Eclipse Film Partners (No 35) LLP v HMRC [2015] EWCA Civ 95. The claimants sought to recover from HSBC the losses they said they suffered as a consequence of the scheme’s failure, including their contributions to the scheme, fees paid to the promoter, interest on tax, fees to...

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View the related Practice Notes about Legal opinion on film

PRACTICE NOTES
UK Film and Television Law Glossary (I–L): Copyright, IPSO, ITV, Moral Rights, Releases, Financing and Production Documents

Film and TV glossary A–B | Film and TV glossary C–D | Film and TV glossary E–H | Film and TV glossary M–P | Film and TV glossary R–S | Film and TV glossary T–W Incidental inclusion (‘passing shot’ use) Including a copyright-protected work only incidentally within an artistic work, sound recording, film or broadcast does not infringe that copyright. For example, a film shot on location at the South Bank in London would not breach rights in buildings or in music audible in the background when their presence is incidental. What qualifies as ‘incidental’ hinges on the facts of each matter. See Practice Note: Copyright—permitted acts and defences. Independent Press Standards Organisation (IPSO) IPSO is an independent, self-regulatory body that handles complaints about the editorial content (not advertising) of newspapers, magazines (not books) and their websites, as well as about certain kinds of behaviour by journalists working for those organisations. It replaced the Press Complaints Commission on 8 September 2014. See website: Independent Press Standards...

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