Deal insider: Film Council
Chris Priestley worked on the development of the Film Council, which involved liaising with the Government, the film industry and the Lottery
There is something about the film industry that excites us lawyers, which is why I jumped at the chance of acting in the creation of a new body, the Film Council, responsible for the public funding of film in the UK.As a mainstream corporate/commercial lawyer, it was a refreshing change to be involved in a project that involved public law issues, the National Lottery, government departments, company law and films. It was a chance to work with policy makers, industry specialists and people with a passion for the moving image. Withers had successfully pitched to advise the Department for Culture, Media and Sport (DCMS) and the Treasury Solicitor’s department on the creation of the Film Council. The new body needed to be in place by October 1999 and fully functional by April 2000.The Secretary of State had unveiled the Government’s proposals for the funding of the British film industry in a white paper called A New Cultural Framework. The plan involved the creation of a new single body for film and required the transfer of various staff, assets and liabilities from three existing film funders.It is normal for such policies to be implemented by means of primary legislation, but due to the project’s time constraints, this would have to be left for a later date. In its place we were asked to advise on the contractual framework which could be effected to meet the specific policy objectives.The Film Council was also to become a distributor of National Lottery funds, being responsible for the distribution of 12.2% of sums held in the National Lottery Distribution Fund, which are allocated for expenditure on the arts.A discussion paper was prepared on the various legal forms that the new body could take. It was agreed the Film Council would take the legal form of a company limited by guarantee. The company needed to be incorporated by last summer in time for the publication of a draft order to amend the National Lottery legislation and make the Film Council a distributor of Lottery cash.In framing the Film Council’s constitution, a sensitive balance had to be struck between the relationship of the new body with the Government and its need for independence and flexibility to objectively carry out the tasks for which it was created. Consideration also had to be given to the status of the existing bodies from which staff, assets and liabilities were transferring. Draft memorandum and articles of association were prepared and the consultation process began. Following discussions with representatives of the DCMS, Treasury solicitors, the National Lottery and National Audit Office, a constitutional framework was agreed that encompassed the various public and private law requirements for the new organisation. The Secretary of State became a member of the Film Council – as did the board members – the two categories of membership having varying rights. The Film Council was born on one of the few scorching days of last summer. It was useful to have spent a significant amount of time with the chief executive, John Woodward, at the outset, getting to know his priorities and the way he liked to work. The main task was to get the Film Council into a fully functional state by 1 April, 2000.The Film Council was to take on the staff, assets and liabilities of three existing entities: the production department of the British Film Institute, the Film Commission of the United Kingdom (or as it was more commonly known, the British Film Commission) and the Lottery Film Department of the Arts Council of England. The due diligence exercise was, for once, genuinely interesting as it included the review of the funding documentation for some box office greats and some lesser-known titles. Transfer agreements were prepared and negotiated, and advice given in respect of the Lottery peculiarities of the transactions, the TUPE issues in relation to the staff transfers and, in the case of BFI, charity law considerations.A good deal of project management was required to ensure that the necessary sign-offs from each of the organisations were timetabled to enable the transfers to proceed seamlessly on 1 April.As ever, there were a few last-minute surprises to make the job just that little bit more interesting. Final negotiation on one of the transfers took place on a train in the early hours of Saturday morning on 1 April. Fortunately all was done and dusted in time and the Film Council is up and running according to plan. Unfortunately, my vague aspirations of being spotted by one of the film moguls on the Film Council board for the next John Grisham blockbuster never materialised, but you never know, my time may come…
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