New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter III - THEATRICAL SYNDICATION FINANCING › Part 50 - THEATRICAL FINANCING › Section 50.1 - General provisions

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				Chapter 876 of the Laws of 1983 when referred to in this Part and in all rules
				and regulations issued by the Attorney General relating thereto shall be
				referred to as the
New York Theatrical Syndication Financing
				Act.
(b) The Bureau of
				Investor Protection and Securities of the Department of Law shall be
				responsible for the administration of the Theatrical Syndication Financing
				Act.
(c) Whenever in this Part
				there is reference to submission to or filing with the Department of Law, this
				shall mean the Bureau of Investor Protection and Securities at 28 Liberty
				Street, New York, NY 10005.
(d) The
				terms
theatrical production
and
theatrical production
				company,
as used in this Part shall be given the same meaning as in
				the definition thereof in subdivisions 1(a) and (f), respectively of section 23.03  of the Arts and Cultural Affairs
				Law.
(e) The term
production purpose
shall mean those expenditures incurred in
				connection with productions which are produced, co-produced, developed or
				invested in by the theatrical production company subsequent to the completion
				of the minimum offering and the formation of the partnership or other
				organization, including reimbursements for expenditures previously incurred by
				the offeror or other issuer, if such expenditures are demonstrably related to
				the theatrical production.
(f) The
				term
preproduction purpose
shall mean those expenditures
				incurred in connection with productions which are produced, co-produced,
				developed or invested in by the theatrical production company prior to the
				completion of the minimum offering; provided, however, that such term shall not
				include in its meaning the payment of any fees or expenses for travel, lodging
				and meals of the issuer or other offeror, of any affiliate of the issuer or
				other offeror, or of a third-party producer with whom the theatrical production
				company funds are invested.
(g) The
				term
business of the theatrical production company
may include
				all the activities which are permitted to be conducted by a theatrical
				production company pursuant to subdivision 1(f) of the Arts and Cultural
				Affairs Law and shall have the same meaning as set forth on behalf of the
				issuer or other offeror in section
				50.4(a)(1)  of
				this Part.
(h) The term
organizational and offering expenses
as used in this Part
				shall mean expenses incurred by the theatrical production company in connection
				with its registration and/or filing, and its offer and distribution of
				theatrical syndication interests (including filing fees, attorney fees, and
				disbursements); provided, however, that such costs are reasonable and in no
				event exceed 15 percent of the gross proceeds of the offering.
(i) The term
offering
				literature
shall mean a prospectus or offering circular or private
				placement memorandum.
(j) The term
principal
as used in this Part shall be given the same meaning
				as in the definition thereof in subdivision 1(d) of section 23.03  of the Arts and Cultural Affairs
				Law.
(k) The term
affiliate
shall refer to any person directly or indirectly
				controlling, controlled by or under common control with another person; or any
				officer, director, partner, co-partner or employee of such other
				person.
(l) The term
executive officer
means the president, secretary, treasurer or
				any vice-president in charge of a principal business function (such as sales
				administration or finance) and any other person who performs similar
				policymaking functions.
(m)
				Pursuant to the provisions of subdivision 3 of section 23.03  of the Arts and Cultural Affairs
				Law, the Attorney General shall permit the use of offering literature, for the
				purposes set forth in that section, if in the form of a prospectus filed with
				the Securities and Exchange Commission as part of a registration statement
				which has become and remains effective pursuant to the terms of the Securities
				Act of 1933 or, under authority of this Part, in the form of an offering
				circular filed with such commission as part of a notification which has become
				and remains effective pursuant to regulation A under the Securities Act of
				1933; provided, however, that two true copies of such prospectus or offering
				circular, two true copies of the investment agreement, and proof by affidavit
				or otherwise be filed with the Department of Law of the effectiveness of such
				prospectus or offering circular prior to its use in New York. A proposed draft
				of a prospectus or offering circular and of the investment agreement may be
				submitted to the Department of Law at the time it is submitted to the
				Securities and Exchange Commission for the sole purpose of receiving comments
				thereon, prior to the commencement of the offering and the formal filing of the
				aforementioned documents pursuant to this Part and article 23 of the Arts and
				Cultural Affairs Law.
(n) Unless
				otherwise provided by this Part or article 23 of the Arts and Cultural Affairs
				Law:
(1) An offeror or other issuer of
				syndication interests in a theatrical production company shall file with the
				Department of Law and distribute to prospective investors offering literature
				prepared pursuant to the Securities Act of 1933, containing the applicable
				information required by section
				50.3  and, if applicable, section
				50.4  of this Part.
(2) Where not more than $500,000 is the total
				amount of the theatrical offering, including the right to an involuntary
				overcall, the provisions of this Part and subdivision 3 of section 23.03  of the Arts and Cultural Affairs Law
				shall be deemed to be satisfied by the use of an investment agreement clearly
				setting forth in easily readable print all of the terms of the offering. A copy
				of such document may be filed with the Department of Law in lieu of a
				prospectus or offering circular in the manner set forth in the aforesaid
				statute and this Part and shall be deemed to be offering literature. This
				provision shall not be applicable, however, to offerings subject to the
				requirements of section
				50.4  of this Part.