The Mac Attack
On Friday, Addison County filmmaker and storyteller Malcolm "Mac" Parker defended his multimillion-dollar effort to finance a 10-year movie-making project, rejecting state regulators' claims that he ran afoul of Vermont securities laws.
It's estimated that Parker owes investors roughly $10 million in principal and interest payments for a decade-long film project titled Birth of Innocence. The film has not been publicly screened, though its brief trailer can be viewed online.
"This film is about a story that is older than Arnie's hay truck, older than Vermont, older than the Green Mountains themselves," said Parker, reading from a prepared statement. "It's a story of the beauty and goodness of who we are and a story I've been preparing my whole life to be able to tell."
For now, the film has been put on hold. Not because state regulators are film critics, but because they're concerned with how Parker raised the money.
In short, the state claims the "loans" investors made, under Vermont law, should be considered "securities," and if they are securities, Parker needs a license to sell them.
State investigators from the Vermont Department of Banking, Insurance, Securities and Health Care Administration opened an investigation last year into Parker's film fundraising after they were approached by one of his investors, said Tom Candon, BISHCA's deputy commissioner and overseer of its securities division.
The investor approached BISHCA after the department sponsored a forum on fraudulent investments and scams. The department has held several of these throughout Vermont.
"Vermont law broadly defines what are considered securities, and they can include notes and notes of indebted investments, and we need to determine the status of these investment agreements," said Candon.
Parker's attorney, Wanda Otero-Ziegler, said the language of the film's "investor agreements" was crafted by Parker without the aid of an attorney. That language says the agreements do not provide the investors with any stake or claim in the film itself or any creative control; they only provide fixed rates of return — ranging from 5 to 30 percent.
Those larger rates of return were provided to short-term "bridge" loans, Parker said. Investments ranged from a low of $100 to a maximum of $500,000. In some cases, new investors were found to repay previous investors who needed to cash out, or whose loans had expired.
Some of Parker's more ardent investors and supporters bristle at the notion that they are being somehow defrauded or that they were scammed into investing in his film.
Four investors joined Parker at a news conference held in the law offices of Langrock, Sperry and Wool in Middlebury.
The investors spoke in support of Parker and criticized the state for jeopardizing the completion of the film, and thus any chance that Parker could recoup their investment.
"These were not securities: Securities are something I can buy and sell and see the value rise and fall," said Christopher White, one of Parker's investors. White has also helped raise roughly $15,000 to defray Parker's legal expenses.
"Mac's my friend, and I wanted to help my friend, and in this regard I had that ability to help a friend," said Sharon Gutwin, who owns the Rehab Gym. "I knew there were no promises, and I gave the money not based on an outcome."
At the press conference, Parker added a new wrinkle to this ever-twisting plot. He claimed to have been a victim, too. The culprit, he said, was a "trusted teacher" and "silent partner" by the name of Dr. James Louis Soteriou, who was last known to live in Connecticut. He has not been in touch with Parker in several months, ever since the news of the state investigation went public.
In sum, Soteriou is believed to have been paid roughly $3 million by Parker as part of Soteriou's role as a co-producer and co-creator of the film.
"He had the consciousness necessary to create the film, and through working with him I was growing myself consciously to the point where I could complete the work of the film," said Parker. "He was explicit with me, and his commitment to the lenders was as unequivocal as mine."
Parker said his family came to know Soteriou when Parker's wife faced a debilitating illness and regular treatments were not having an impact. They met Soteriou, and she showed remarkable progress, said Otero-Ziegler.
Parker and Otero-Ziegler say Birth of Innocence was a mutual idea and joint project with Soteriou from the beginning. However, Soteriou refused to have his name listed publicly, nor would he sign any of the investment agreements. "He insisted on his privacy and wanted to be a silent partner and take no public credit because he wanted to focus on his own spiritual and intellectual development," said Otero-Ziegler.
During the filmmaking process, Parker said, he spoke with Soteriou daily — sometimes as many as three or four times a day — over the years. "He had the knowledge and the experience that speaks to the deep and powerful place behind this movie."
In addition to his payout of $3 million, it's not clear if Soteriou had direct access to Parker's bank accounts. "We don't know for sure," said Otero-Ziegler.
Could Parker have a claim against Soteriou? If the latter can be found.
"We have not explored in any depth, but arguably there is a potential claim here for some kind of fraud on the part of Dr. Soteriou and the breach of an oral contract," said Otero-Ziegler. "It's a classic case of undue influence."
Over the years, Otero-Ziegler said, Soteriou became more immersed in Parker's life and became a spiritual guide and teacher, as well as a close confidant. Then, it appears, his influence became more bullying in nature.
The state became aware of Soteriou last week in a court hearing and would like to track him down, too.
"We are aware of the partner and trying to find out where he is," said Candon. "This is why we have concerns about what went into the project. One of the chief obligations we have is that the money gets back to the investors and there is accounting of the movie and of the investments made to date. We have received some of that accounting back, but not all."
Otero-Ziegler said Parker has provided the state with the entire set of accounting records from the movie's 10-year lifespan. The problem? It's all in hardcopy. Though meticulous, Parker did not keep any of his accounts digitally.
Candon said it isn't sufficient for the state team to have all the records; it needs Parker to spell out certain aspects of the accounting, since the only alternative is to comb through the voluminous files.
"All I want is to bring this situation to an honorable and successful resolution," said Parker. "I am respectfully and sincerely asking the state to join me in an approach in which no one will lose, and everyone will win."
Candon, too, said the state has no problem with the film being completed.
If the court agrees to let Parker raise additional funds to complete the film, Candon said, he will want to ensure that any money raised is used properly and accountably for the film's actual completion.
Parker estimates it will cost another $30,000 to $50,000 to finish editing the film.
If Soteriou made off with $3 million, that means another $7 million was spent over the course of 10 years. Parker said a core group of about 20 people have been part of the film's production team, while hundreds of others have been paid small amounts to appear in the film. Parker also drew a salary and paid for living expenses from the loans, he told reporters.
Part of what Otero-Ziegler's firm is doing now is providing a more accurate breakdown of the film's income and expenses by putting the information in an electronic spreadsheet.
Beyond the charges about unregistered securities, there's another issue: If $10 million for a Vermont-based independent film sounds like a lot of money, that's because it is.
Three Vermont filmmakers contacted by Seven Days — Jay Craven, Nora Jacobson and David Giancola — said their most expensive films have tended to cost about a fifth of Parker's effort.
Craven and Giancola said they've barely crested $2 million for some of their big feature flicks. All three filmmakers also said that when they raise money, they usually do so through a registered limited liability company as a way to protect themselves — and investors.
"I have lawyers in L.A., the UK, New York and Vermont and three accountants on call, and that doesn't include the bookkeeper you need," said Giancola. "You can get into real trouble with the state and the investors if you don't do things right."
He said the probe of Parker's fundraising could eventually do damage to other Vermont filmmakers trying to raise in-state money.
"People doing stuff like this just makes it that much harder for people like Jay [Craven], myself and others who do all the proper filings," said Giancola.
Parker hasn't reached out to the Vermont Film Commission for help on the project. Other filmmakers contacted by Seven Days said they didn't even know about Parker's film until news of the state probe surfaced.
Parker said he does plan to repay his investors every penny owed — no matter how long it takes. Revenue streams will include money generated by the film itself, a DVD release of his previous film Down on the Farm Let's Go to the Farm, and money he may generate from a book about the making of Birth of Innocence.
"I am not seeking to avoid my responsibility for any mistakes or potential violations I may have committed; I am simply looking for ways to resolve the situation in a positive manner," said Parker.