The M2M Excluzive: Interview with Industry Professional Attorney Scott Goldberg

During the past week and a half yours truly had the opportunity to interview one of Orlando, Florida's finest, Scott Goldberg an Entertainment Attorney who's been in the industry for over a decade. Attorney Goldberg shares his insight into the world of Entertainment. Maybe rising entrepreneurs, agents, or even artist managers may learn a thing or two from this interview. Enjoy....

Maestro J: Hello Mr. Goldberg, Thank you for seeing me today.

Attorney Goldberg: The pleasure is mine.

Maestro J: So today I'm here to interview you on pretty much your experience as an Entertainment lawyer, the entertainment business and how your insight can be helpful to aspiring entrepreneurs like myself going into the field of talent management and/or booking agent among other things. Would you please share some general insight on that topic.

Attorney Goldberg: Certainly, for artist management, you have to have connections. You have to get yourself out there, mingle, network like crazy. Get names, numbers, pass out business cards and obtain them as well. Many people say "Hey, Im a manager" but what can you really offer to that talent or band to prove your value as a manager. It’s a very people intense profession. You have to go to functions. See what music events are in town that are easy to get to? If you're going out of state, what are some good conventions to go to where you can meet record label people, production companies, sponsors, and promoters that put on events that you can try and place your talent with them. Getting a databases of all your connections is very valuable to have in the industry.

Maestro J: Im working on obtaining my agent lisence; what are your thoughts on that?

Attorney Goldberg: As a manager, managers are not allowed to procure employment for their talent, that’s what an agent does. If you're getting a commission from your talent from a job you just got them that you most likely will be viewed as being a talent agent and if you're not properly licensed, you may be subject to certain actions and penalties under Florida Law. Other states have their own laws as well. So it would be in you're best interest to get the proper agency license if you think not only are you going to be managing talent but you are also going to be acting in the function of a talent agent. I would also recommend that you form a company and then go through the procedures of applying for the license which means paying the fees, getting your bond, in order to get your agency up and running.

Maestro J: If I were to have the agent license under my belt would I have to draw the line with certain talents that I manage vs. those that I'm just booking gigs for?

Attorney Goldberg: Well that’s entirely up to you. The way I see it is that you are a talent manager but because you are licensed you are also able to book gigs for them. So it’s like the best of both worlds. But yeah, if you wanted to separate both that its possible. You can try and test the waters and see what works best for you. It would be ok to keep things separate "I'll manage you only or I will only be your talent agent", you can do that.

Maestro J: So with my company in its premature stages and for other companies starting out in the industry in the right way, what are some helpful tips to keep in mind?

Attorney Goldberg: Well did you form a company and what is the company name?

Maestro J: Yes I did, its called Models 2 Music Excluzive Entertainment, LLC. but I do business as the abbreviated version: M2M Excluzvie Ent. LLC.

Attorney Goldberg: OK, well when you think about branding yourself you want to focus on a name that is not being used by other people or entities. Especially be mindful if the name is being used by people in the same industry. You want to think branding. You want to think unique and different. You have to do your searches on the internet making sure that there's no other companies in the entertainment industry with the same name or otherwise that has a very similar name. You should also obtain a trademark search clearance report through a reputable company. The test for trademark infringement is “likelihood of confusion”. So if its really similar, I would stay away from that. When you're starting out that is the time to think of something different if you have to. Do your Google searches, do whatever you can online. If you need help with that we can certainly assist you with that. Keep in mind that just because you spell your name somewhat unique may not be enough to make it distinguishable. It may still cause consumer confusion. You don't want someone to be confused by the two names. I would also recommend that stay away from adjectives and descriptive words. Adjectives are descriptive, they describe what it is that you're providing. Those are very weak trademark names, brand names. You want to think of something unique, arbitrary, made up if at all possible. You can have a name for your company and have a different name, a fictitious name, for your products or services that are provided by your business.

Maestro J: If you finally went through with the trademarking of the name, it is non-refundable there fore it is better to be exactly what you want correct?

Attorney Goldberg: Absolutely, make sure its exactly what you wanted it to be and that there is nothing out there already first in use. It is not first to file with the trademark office, it is first to use the trademark, so use it! If there's somebody out there somewhere in the United States already using the same or a very similar trademark name they will most likely have superior rights over you. For example, you filed your trademark first in the US Trademark Office, and lets say a company in California was already using that trademark for the past five years, and even though they didn't file with the US Trademark Office, they were using the name before you. Under this situation, even though you have a federal trademark now registered, you'll be able to sell you're services all across the country except for California because of this company using the trademark prior to your use. They would have superior rights and would be able to bock you from selling your services or products in California. So make sure you perform an adequate trademark search prior to filing.

Maestro J: What if you get you're agent license in the State of Florida, then can you only be an agent in Florida?

Attorney Goldberg: Yes I believe so, I believe that's how it works,. For any state you work in, you need to be properly licensed in that state.

Maestro J: The questions spawns whether to launch the company in the state of Florida? But what if I move? Then am I starting over.

Attorney Goldberg: Either you can start the company in a new state or you can take the Florida company and register it as a foreign corporation in that new state. So that allows you to transact business under that company that you registered in Florida in whatever other state. Or if it's cleaner, you can always form a new company. However, if you start a new company, with a new name, you will loose your brand and your trademark . However, you might be able to keep the name if it is not already registered as a company in that new state.

Maestro J: Wonderful, because that's initially what I wanted to do. I wanted to be able to launch my business here and Florida be the home base.

Attorney Goldberg: Yeah, just go to the website for the Talent Agency. The Department of Business and Professional Regulations online. Look up the talent agent license. There are a lot of Q & A all over the place regarding talent agencies. I'm sure that there will be answers to the questions you posed about you practicing in another state under your license. However every state has it's own rules and procedures. You probably will have to get multiple talent agency licenses for each state you are working in. And that's just filling out the application, going through the process and paying the fees.

Maestro J: Or get them in the states you work the most right?

Attorney Goldberg: yes, probably so

Maestro J: So Mr. Goldberg, how long have you been practicing as an Entertainment lawyer.

Attorney Goldberg: I've been practicing Entertainment law as an Entertainment Lawyer for about 12 years now.

Maestro J: What motivated you to get into that line of work?

Attorney Goldberg: This may sound silly but I grew up wanting to be a rock star, mind you I could neither sing nor play an instrument regardless of my love for music. So in figuring out my career, when I went off to college, I just started thinking to myself that I might as well represent those that can since I can't. Sound's cliche, silly, I know, but that's what happened. Thought that going to law school would be a good vehicle for me to get into the Entertainment Industry. That's what I wanted to do because I love movies, music, television, I love everything that goes along with it. And it's not just that it's authors of books, internet companies, it’s all the new multimedia that's emerging everyday, everything new and exciting that's happening. I went to law school wanting to be in the Entertainment industry one way or another. And that's what made me want to go to law school and be an attorney.

Maestro J: And what school (s) is/or are your Alma-mater?

Attorney Goldberg: I went to University of Florida for college. I went to St. Thomas University School of Law for my Law Degree and then I got another law degree, which is my Masters of Law degree in Intellectual Property at The John Marshall Law School in Chicago, IL.

Maestro J: So if you're a lawyer, like you went to law school and stuff, did those programs have curriculum geared towards entertainment or just when you graduated you just kinda put yourself into that?

Attorney Goldberg: There is Entertainment Law. I would say it's more like... I don't know the proper terminology for it but Entertainment law is like a whole bunch of different types of laws put together specifically for artists & entertainers. For example, sometimes you're dealing with first amendment rights, Freedom of Speech and the right of publicity. These laws go together with entertainment law because celebrities have those issues all the time w/ use of their name and likeness. And newspapers & magazine have issues with freedom of speech all the time. Freedom of speech applies to movies, and television as well. Copyright laws and Trademark laws, which falls under the umbrella of Intellectual Property Laws are also apart of entertainment law because artist and entertainers need copyright protection. They need trademarks to brand themselves. Whether its their name or band name or whatever products theybrand themselves. Its all kind of like a bunch of different areas that kinda fall into the realm of what is commonly referred to as Entertainment Law.

Maestro J: Does that also include you're public figures, athletes, etc. ?

Attorney Goldberg: Correct, there is also sports law. I can certainly assist an athlete to a certain degree. There will be certain things I can't do because you need to be properly licensed. For example, the NFL requires you to be a licensed NFL contractor/negotiator of sorts. However, I can counsel sports figures because it's mainly contracts. It's contract review, drafting, negotiating. I am a transactional attorney, andI do a lot of contract drafting and negotiations. That's what I do. I work the contracts.

Maestro J: Ok. and what was your most memorable client(s) that you go to work with?

Attorney Goldberg: My first clients that I helped out were the Haxan Film guys, creaters of the “The Blair Witch Project.” Its always fun to work with movies and famous celebrities. Always a joy to be apart of it.

Maestro J: Oh cool.

Attorney Goldberg: I was one of the attorneys on the project and I helped with the distribution deal for the film.

Maestro J: Is Entertainment law all your firm does?

Attorney Goldberg: No, we also do and practice other areas of law; personal injury, criminal defense, DUI, auto accidents, etc.. I have two other law partners James Hetz and Jonathan Jones that do alot of the litigation for the firm. So myself and Mr. Hetz are located here in Orlando while the Mr. Jones practices in our West Palm Beach, FL office.

Maestro J: Whats the difference between a manager and an agent?

Attorney Goldberg: A manager would be the one to help a talent get to the point of obtaining a record deal. They should be a position where they're managing your career, your day to day itinerary, handling the money and expenses for their talent. They will consult with the talent on what is best for your career. There is a blurriness between what a manager can and cannot do in order to get that record label deal. I don't see that service to the Talent as procuring employment, but some people might. What a manager cannot do is be an agent and book gigs, like concerts, television, advertising, endorsement deals, things like that for the talent. A manager will consult with the talent on whether it makes sense to do or not and they may help negotiate things for you but they cannot procure employment for you.

Maestro J: So the Manager need the agent as the booking liaison between the work and the paycheck?

Attorney Goldberg: Yes, unless the manager is a properly licensed agent as well.

Maestro J: So for the talent when they're starting out is it important for them to look for a manager first or an agent?

Attorney Goldberg: It really depends on what you're needs are first. Just be careful and stay away from people that want you to pay them money upfront so that they can represent you. Managers and agents should only get their manager fees and agent fees out of whatever work or money is coming in. It should not be out of your personal pocket. There should not be any set up, registration, or administrative fees involved. There are people out there that do that. If they are a really big company there maybe a necessity but on the norm if they are a legitimate agency or legitimate manager they are not going to charge you money out of your pocket to represent you. You should never have to pay for that.

Maestro J: What do you find the most rewarding out of you're job?

Attorney Goldberg: I love going on sets, watching them film a scene here and here. Every once and a while you get to meet a celebrity and introduce yourself, that's always fun. Just being around them, being around the camera, being around the lights, and see what goes on. A lot of it can be boring because it takes forever to shoot one scene. But its fun to watch the whole creative process of filmmaking and television making. It's just fun to be around. I enjoy the Entertainment Industry. I wanted to get into it and that why I'm doing it.

Maestro J:And you're business partners how did you guys come together and form this team?

Attorney Goldberg: Well, I was on my own for a little while. My law partner who's here in Orlando, Jim Hetz, proposed the idea of "Lets make a full service Entertainment law firm here in Orlando." He had some entertainment clients as well and does some intellectual property matters as well. And we do focus primarily on Entertainment law even though we do offer other things as most law firm do. So we are a full service entertainment law firm. Through our relationships with Universal Studios we were able to obtain an office location here on the Universal Studios Orlando back-lot.

Maestro J: That's wonderful, and what about your Miami location?

Attorney Goldberg: The one in West Palm Beach doesn't do that much Entertainment law. Whenever something does come up in that location it usually gets forwarded to us here in Orlando. Mr. Jones does a lot of the personal injury work, and foreclosure and bankruptcy, etc.

Maestro J: Well for those baby entrepreneurs starting out in the industry of Entertainment, what is the best possible advise you can throw out there?

Attorney Goldberg: Well you want to make sure you're structured properly from the beginning. Any start up company requires a lot of money. That’s just the initial capital you have to put into youre company to get it up and running. A lot of people don't want to do this or don't want to do that because they don't have the money or don't want to spend that kind of money on that kind of stuff. They'll say to themselves, they will just figure it out later. For what it's worth, if that's what you want to do fine but it may cost you more down the line. Yeah you may have had to pay $1000 to do this, but it might cost you $5000 later on if there's an issue that you need to fix because it wasn't done the right way, perhaps you should have paid to have it done the right way in the first place. So yeah, get a company formed. Make sure you have proper contracts in place with people. A lot of people do things without contracts. So just get things in writing. It makes it a lot easier to defend things in court later on.

Maestro J: Ok, and for my final question in terms of starting an Entertainment company, what is the pros and cons between starting an LLC. and starting a Co.?

Attorney Goldberg: Companies can definitely vary with the type of company structure you want. For example, there can be tax differences between the various types of companies. From a liability standpoint, which is what I counsel clients on, either company will protect your personal assets. However, there are certain restrictions when you form an Inc. as opposed to an LLC. For example, if you are an "S" corporation this means you are subject to a limited number of shareholders, whereas an LLC has no limit on the number of members. Also, LLC allow for a little more flexibility in the structure of the company than an Inc would allow.. Both LLC’s and Inc.’s give you limited liability protection as long as you do everything as an officer of the company and you sign things as an officer of the company. Basically, you do everything under the umbrella of the company. Then you are not personally liable, only the company is at risk. If the company gets sued, they can only go after the company's assets, not your personal assets. An LLC is a unique vehicle for corporate entity. You can treat it for tax purposes in lots of different ways. It can be treated as a partnership, S corporation, C corp, or sole proprietorship for tax purposes.

Maestro J: Alright awesome. Well that concludes our interview in the Entertainment industry. Thank you so much for meeting with me. Im sure many will take this as a very insightful interview.

Attorney Goldberg: My pleasure. Keep in touch. Good luck with everything and let me know if you need anything, and if your friends need help please send them my way...