Sep. 13, 2012
Schuyler Moore
See more on Schuyler MooreStroock & Stroock & Lavan LLP Los Angeles Corporate transactions Specialty: entertainment
Moore is a believer in simplicity and the art of motorcycle maintenance.
In the past year, the entertainment finance whiz and biker represented Asian distributors Toho-Towa, Kadokawa and Lotte on a slate financing transaction for more than $300 million of big-budget U.S. films, including "The Smurfs," "The Adventures of Tintin," "MIB 3" and the upcoming "World War Z." He also represented Exclusive Media on more than $100 million of film financing transactions and on its pending acquisition of Millennium Films from Nu Image.
That acquisition is a complex transaction to which Moore applies his own principles. "Part of making it simple was to do a stock deal instead of an asset deal," he said. "In a stock deal, you could potentially inherit liabilities, but we can deal with that issue."
Moore said he constantly asks himself how to start over on mapping out a transaction that's going down a complex path.
"Can we do a stock sale instead of an asset sale, a license instead of a joint venture?" he said. "I try to rethink the fundamentals to try to reach a simple result, because the more complexity you add, the more you end up in litigation."
He is also a proponent of representing as many people as possible with as few lawyers as possible, because "the time it takes to get a deal done is equal to the number of lawyers, squared."
His obsession with elegant solutions has carried him to the fringe in the TV and movie world over one contentious issue: profit participation. If Moore had his way, he'd do away with the impenetrable prescriptions for profit calculations in favor of a simple formula tied to box office receipts.
"Profit participation is totally unnecessary. It's subject to audit and litigation and so-called 'Hollywood accounting'" where net profits are obfuscated, Moore said. By contrast, the box office formula is "so simple and so obvious, and sooner or later we'll make it happen."
The idea is equivalent to heresy in the film industry, but Moore said investment banks are all for it, and so are the hedge funds that used to do slate financing deals but pulled out of the moviemaking industry due to those very hundred-page-long profit definitions to which the film industry's wed.
He's pushing the idea with smaller independent studios, and The Weinstein Co. now commonly uses a system of box office bonuses.
"So often, lawyers seem wrapped up in how much risk can we think of, how many documents can we add to a deal," Moore says. "I try to be a dealmaker instead of a dealbreaker. Here's a manageable risk, and let's go forward."
- JEAN YUNG
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