The benefits to entertainers of forming a loan-out company through which to conduct business are likely to become much more enticing when the so-called Tax Cut and Jobs Act (the “Tax Reform Bill”) is signed into law.  Indeed, the Tax Reform Bill will suspend all miscellaneous itemized deductions for the 2018 through 2025 tax years, cutting off a substantial means of entertainers to minimize their tax liability.    

Creative professionals often render their services through a distinct legal entity known as a “loan-out company”, because it loans-out the entertainer’s services.  The use of a loan-out company can offer many benefits, including limiting personal liability, minimizing taxes and maximizing available benefits.  The flip-side, however, is the administrative burdens and costs of properly maintaining the loan-out structure.  Accordingly, a careful weighing of the potential benefits and burdens should be done before deciding whether to use a loan-out company.

A user agreement is intended to be a contract between the website/application operator and its users.  Unlike a typical contract, however, where the parties would normally sign to indicate their agreement to the terms (i.e., assent), web agreements do not always capture such express indications of approval.  Courts have, nonetheless, been willing to recognize a binding contract where the user agreement is presented in a clear and conspicuous fashion and the user’s actions reasonably indicate an agreement to be bound.  Thus, an uncluttered website/application design plays an important role in ensuring the enforceability of a user agreement.