About USC Gould
USC Gould is a top-ranked law school with a 115-year history and reputation for academic excellence. We are located on the beautiful 228-acre USC University Park Campus, just south of downtown Los Angeles.
Learn about our rigorous and interdisciplinary curriculum, our invaluable experiential learning opportunities, and the breadth and depth of our specialized areas of concentration and certificate offerings.
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- + AREAS OF CONCENTRATION
- ALTERNATIVE DISPUTE RESOLUTION
- BUSINESS LAW
- MEDIA, ENTERTAINMENT AND TECHNOLOGY LAW
- PUBLIC INTEREST LAW
- + EXPERIENTIAL LEARNING
- UNDERGRADUATE COURSES AND PROGRAMS
- CORPORATE AND CUSTOM EDUCATION
- + NON-DEGREE PROGRAMS
- ACADEMIC CALENDAR
- COURSE DESCRIPTIONS
Deal Strategy, Structure and Negotiation (Spring 2017)
- Course Number: LAW-673
- Class Number: 03344
- Instructor: Alan J. Levine
Using the motion picture business as a proxy for any media content producer, financier and/or distributor, this “skills” course will examine the legal and business skills, concepts and practices, involved in structuring, drafting and negotiating various types of employment contracts, rights acquisitions, financing, production and distribution deals in the entertainment and media industry. To do so, students will work with a running hypothetical that progressively covers certain operational aspects of a major studio/distributor and an independent production company in connection with their development, production, distribution and exploitation of motion pictures for worldwide distribution, and their related dealings with third parties. Students will examine the financial, economic, and practical aspects of each transaction, and will also engage in “mock negotiations” of some of the more important deals examined in class.
The instructor is a veteran entertainment attorney, studio chief executive, investment banker and media consultant with over 45 years of practical experience in the entertainment and media industry. Accordingly, this is a practical “hands on” course that will cover the details of selected transactions and related agreements encountered during development (e.g. overall term deals), production (e.g. production financing, completion guarantees), and distribution (e.g. agreements with distributors, exhibitors and other end-users) of motion pictures, and accounting and financial reporting of film performance to participants and other interested parties. Students will be exposed to the structuring, reviewing and drafting of deal memos, term sheets and formal agreements documenting such transactions examined from all sides of each relationship, corporate operation and/or transaction. Like a real-life corporate attorney or business executive, students will encounter a wide gambit of legal issues and business considerations addressed by players in the hypothetical deals discussed in this course.
This course can be identified by many different titles. It combines aspects of courses in Business Planning, Legal Writing andNegotiation with basic principles students would encounter in many Advanced Contracts, Entertainment Law and Intellectual Property courses. While the focus of this course will be transactions and deals in the motion picture business, the issues, skills and principles presented can easily be applied to any media business involving the development, production, financing and distribution of content in today’s diverse media world. While the basic market considerations and customary practices of the traditional motion picture business may appear to be different, all of the basic legal and business issues, skills and principles presented can easily be applied to any corporate or general business environment.
Class Meetings & Enrollment:
This course will meet twice a week for 4 units of credit for a numerical grade (only). While other qualifying courses for a business law or entertainment law certificate (including Professor Levine’s Business Planning: Structuring & Financing a New Enterprise course) may be helpful, they are not prerequisites. This course does not duplicate any of the subject matter covered in Professor Levine’s fall semester Business Planning course.
- Unit Value: 4
- Grading Options: Numerical Only
- Schedule: M/W 10:00 am - 11:50 am
- Room Number: Room 130
- Exam: In-class exam
- Writing Requirement: No
- Skills/Experiential Unit Requirement: yes
- Participation: Points will be awarded
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