Licensing Archives - Andria Papageorgiou

Cyprus on Netflix: A New Era for the Olivewood Scheme

Stelana Kliris’ latest film, “Find Me Falling,” marks a significant milestone as the first Cypriot movie to stream on Netflix. This achievement brings notable actor Harry Connick Jr. to Cyprus, spotlighting the success of the Cyprus Olivewood Scheme.

“Find Me Falling,” a co-production by Jupiter Peak Productions (USA) and Meraki Films (Cyprus), with support from Cyprus’ Deputy Ministry of Culture and the Cinema Advisory Committee, was entirely filmed across Cyprus, from Peyia to Nicosia. The production team consisted predominantly of local talent, with over 150 crew members from Cyprus, alongside a few from the US and Greece.

Launched in September 2017, the Olivewood Scheme aims to attract international film, documentary, and television productions to Cyprus, enhancing investment and employment while promoting the island as a cultural and tourist hub. This initiative aligns with European Commission Regulation 651/2014, providing a blend of grants and tax incentives to qualifying productions.

A. Incentives Overview

Cash Rebate and Tax Credit: Producers can opt for either a cash rebate or a tax credit, not both, under the scheme. Additional incentives, such as tax allowances for infrastructure and equipment investments, and VAT returns, apply irrespective of this choice.

Cash Rebate: Up to 45% of eligible expenditures incurred in Cyprus, contingent on the production’s cultural test score. The rebate is granted post-filming, upon submission and review of the audit report by the filming committee.
Tax Credit: Up to 35% of eligible expenditures, with unused credits carried forward for up to five years, subject to a cap of 50% of the applicant’s taxable income in the production year.
Tax Allowance for Investments: Small and medium-sized enterprises can deduct up to 20% (small enterprises) or 10% (medium-sized enterprises) of their investment in film infrastructure and equipment from their taxable income. Investments must remain in Cyprus for at least five years.
VAT Refund: VAT incurred on qualifying production expenditures can be refunded. Cyprus VAT rates are 19%, 9%, and 5%, with refunds processed within six months of the VAT declaration deadline or the VAT return application date.

B. Scheme Extension and Impact

In September 2023, the Cyprus government extended the Olivewood Scheme for another three years, following a favorable cost-benefit analysis. An initial investment of 1 million euros yielded a return of 5.5 million euros, justifying the extension and an increased rebate rate of 45%.

C. Benefits of Filming in Cyprus

The Olivewood Scheme offers filmmakers cost-effective production opportunities against Cyprus’ stunning landscapes, from crystal blue seas and sandy beaches to breathtaking mountains and modern cities. This initiative has elevated Cyprus as a preferred filming location and opened new avenues for investment in the local film industry.

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.

News, REGULATORYAugust 6, 20240 comments

by Andria Papageorgiou

Navigating the Legal Landscape of Acquiring a Licensed Entity: A Comprehensive Guide

A. Introduction:

Acquiring a licensed entity is a complex and highly regulated process that requires careful navigation of legal intricacies. Such acquisitions involve not only the transfer of ownership but also compliance with specific licensing requirements and regulatory approvals. In this article, we will outline the essential steps involved in acquiring a licensed entity, ensuring a seamless and legally sound transaction.

B. The Process:

Step 1: Letter of Intent (LOI)

The acquisition process often begins with the potential buyer submitting a non-binding Letter of Intent to the target company. The LOI outlines the buyer’s preliminary offer and key terms of the proposed acquisition, such as purchase price, conditions, and timeline.

Step 2: Due Diligence (DD)

After accepting the LOI, the target company allows the buyer access to its financial, legal, operational, and other relevant information. This phase is called due diligence, during which the buyer investigates the target’s assets, liabilities, contracts, intellectual property, and other crucial aspects to assess the risks and opportunities of the acquisition. Engaging legal counsel and financial advisors during this phase is highly recommended to identify potential risks and evaluate the entity’s overall health.

Step 3: Negotiating the Purchase Agreement

Following successful due diligence, the parties proceed to negotiate a Definitive Agreement, often in the form of a Share Purchase Agreement (SPA). The Purchase Agreement is the cornerstone of any acquisition. This legally binding contract delineates the specific terms and conditions governing the transaction. It covers aspects such as the purchase price, payment terms, representations and warranties, indemnification provisions, and conditions precedent to closing. Both parties negotiate and finalize this agreement, often with the assistance of their respective legal counsel.

Step 4: Escrow Agreement

To add an extra layer of security, an Escrow Agreement may be established. In this agreement, a neutral third party (the escrow agent) holds the purchase price or a portion of it until all the closing conditions are met, ensuring that both parties fulfill their obligations before finalizing the transaction.

Step 5: Deposit or Earnest Money:

Upon reaching an agreement on the key terms in the SPA, the buyer typically pays a deposit or earnest money to the seller to demonstrate their seriousness about the acquisition and secure the deal. The deposit is usually held in escrow until the transaction is completed.

Step 6: Regulatory Compliance

The SPA includes conditions that must be met before the transaction can be completed. These closing conditions may involve obtaining necessary regulatory approvals, third-party consents, or fulfilling other specific requirements. For acquisitions involving licensed entities, regulatory compliance is of paramount importance. Depending on the industry and jurisdiction, the buyer may need to obtain approvals from relevant regulatory bodies. This process may include submitting applications/notifications, providing supporting documents, and demonstrating compliance with applicable laws and regulations.

Step 7: Transfer of Licenses and Permits

Acquiring a licensed entity entails the transfer of relevant licenses and permits from the seller to the buyer. This process may vary significantly based on the industry and location. Generally, the buyer needs to apply for the transfer of licenses, demonstrating that they meet all necessary qualifications and comply with regulatory requirements.

Step 8: Employee Considerations

The acquisition may impact the employees of the target entity. Ensuring a smooth transition involves understanding labor laws, employee contracts, severance arrangements, and potential union issues. Compliance with labor regulations is crucial to avoid any legal liabilities arising from the acquisition.

Step 9: Closing the Transaction

With all regulatory approvals secured, licenses transferred, and other contractual obligations met, the parties proceed to the closing of the transaction. At this stage, the purchase price is paid, and the legal ownership of the licensed entity is transferred from the seller to the buyer.

C. Conclusion:

Acquiring a licensed entity involves navigating a complex legal procedure to ensure compliance and mitigate risks. By conducting thorough due diligence, negotiating a comprehensive Purchase Agreement, and obtaining the necessary regulatory approvals, potential buyers can increase the chances of a successful and legally sound acquisition. Engaging experienced legal counsel throughout the process is crucial for a seamless acquisition experience and to protect the interests of all parties involved.

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as financial or investment or legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.

Acquisitions, COMPLIANCE, Corporate, News, REGULATORYJuly 25, 20230 comments

by Andria Papageorgiou

Legal Opinions For Financial Institutions

Legal opinion is a piece of professional legal advice on a specific subject. Lawyers have an exclusive right to prepare such a document at the request of the person concerned. A correctly drafted opinion letter will ensure the benefit of your side to all parties to the dispute and confirm the transparency of the contract or the legality of certain legal actions.

Navigating through complex and uncertain legal provisions, Andria Papageorgiou Law Firm provides qualified third-party opinions on an array of subjects, with our expertise lying in financial services to assist you to come to the right conclusion whilst allowing you to have a clear understanding of the law.

We can assist with drafting legal opinions in Cyprus and over 100 other jurisdictions through our network of associates.

Regulators, payment service providers, and other methods of payment such as Visa and Mastercard are now requiring investment firms and other financial institutions to show that the provision of services in European or non-European countries, is permitted and in line with local country rules and regulations.

It is important to remember that in drawing up a Legal Opinion on any issue, Lawyers are responsible for their opinions, as they conduct legal and factual research, analysis, and verification and it is for this reason that providing Legal Opinions can be a rather expensive process at times.

Our global network of associates has been vetted to ensure that quality Opinions are prepared with investment issues distinguished by strict language, clarity of circumstances provided, and presence of transparent and understandable conclusions.

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