THE PRINCE OF ROCK
It doesn't take a telescope to see the stars circling around entertainment lawyer John Branca.
by Stan Sinberg August 2011
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| Photo Courtesy of John Branca |
John Branca was vacationing in Cabo San Lucas with his family on June 25, 2009 when he received the news that Michael Jackson was dead. He couldn't believe it. The self-proclaimed King of Pop had just rehired the entertainment lawyer eight days earlier, the latest chapter in their three-decades-long mostly-on, sometimes-off relationship. The pair had a storied history. Jackson was best man at Branca's first wedding (accompanied by Bubbles the chimpanzee, wearing a tux) in 1987. (Little Richard officiated.) The attorney, in turn, was instrumental in both Jackson's famous 1985 purchase of ATV Music Publishing, which included in its catalog some 250 Beatles songs--and the merger, a decade later, of Jackson's ATV Music with Sony Music.
Perhaps most intriguing, Branca had persuaded Jackson to release his "Thriller" music video after Jehovah's Witness church elders informed the singer, who belonged to the denomination at the time, that they disapproved of the production because they felt the werewolf and dancing zombies it featured promoted "demonology." Faced with the prospect of trashing the $1.2 million video (the average budget for a music video at the time was a mere $50,000), Branca quickly fabricated a tale that actor Bela Lugosi, one of Jackson's idols, had been a deeply religious man who didn't approve of vampires and put a disclaimer to that effect at the beginning of his Dracula film. Jackson bought the story, placed a similar disclaimer at the beginning of "Thriller," and the rest is music-video history.
When Branca returned from Mexico to Los Angeles, he still didn't know whether Jackson had revised his 2002 will, which named Branca, along with long-time music producer John McClain, as coexecutors of Jackson's estate. Branca hadn't worked for Jackson since 2006, when he quit because he felt the singer was taking advice from people who didn't have Jackson's interests in mind. Today, Branca won't elaborate, saying only that he believed he couldn't do his job if his client wouldn't listen to him.
In the days after the pop superstar's death, it seemed as if everyone who ever met Jackson was hijacking a TV camera to talk into. But not Branca, who after this long in the business knows that the best way to deal with stars' egos and out-sized lives is to keep your own in check. As he puts it, "One of the reasons I think I've been successful over the years is discretion, privacy, and protecting clients' confidences."
He's also willing to do whatever it takes to close a deal. "I've been charming, ruthless, an asshole," he declares, characterizing himself as the guy you give the ball to in the fourth quarter with a minute left.
Until the battle over the Jackson estate captured the world's attention, Branca was better known for representing some of the biggest names in rock 'n' roll. His client list has included 29 members in the Rock and Roll Hall of Fame--among them the Rolling Stones, the Doors, the Beach Boys, the Bee Gees, Fleetwood Mac, Aerosmith, Carlos Santana, and ZZ Top--plus the Backstreet Boys, Alicia Keys, and Nickelback. But entertainment law wasn't even on his mind back in 1975, when the New York native graduated from UCLA law school and began doing estate planning. Then he read a profile of Elton John in Time magazine that spotlighted entertainment lawyers, and it set off a bell. "I instantly recognized it as what I should be doing," Branca says. Shortly thereafter, he joined the Century City firm that is now Ziffren Brittenham.
Branca credits his father, John, a gregarious and popular local politician, as the source of his "people skills" and his mother, Barbara Werle, for teaching him about "ambition." She was a dancer who occasionally appeared on The Ed Sullivan Show, and when Branca was five she left to pursue her show-business dreams on the West Coast. He joined her in California when he turned eleven.
Although Branca's name isn't recognizable to the average music fan, he's influenced almost every facet of the business, from the way concert tours are organized and tickets are sold to merchandising and the distribution of royalties.
One game-changer, for example, was his 2005 deal for the rap-metal band Korn. In a traditional contract arrangement, the record company is only involved in promoting a band's CD, leaving the group to handle all of its touring and merchandising arrangements. Under terms Branca brokered for Korn, the band and its record label EMI became partners in everything, creating a synergy between them. That model has since become the norm. Similarly, until Branca put together the deal for the Rolling Stones's "Steel Wheels" tour in 1989, it was standard for each stop on a band's tour to be handled by a different concert promoter. Placing the entire tour under one promoter's control, which, of course, streamlines the entire operation, can also be lucrative for the attorneys involved. (Entertainment lawyers typically receive a percentage of contract advances, future royalties, or both.)
Away from the office, the 60-year-old Branca could pass for a rock 'n' roller himself, with his longish wavy hair, casual white T-shirt, black jacket, and jeans. Much of his persona seems to straddle the line between the worlds of business and show biz: He combines a boyish smile and self-effacing charm with an authoritative negotiating style. The bulk of his professional life has been spent among music megastars, but he still gets bug-eyed with excitement when a memorabilia dealer brings him one of the two known remaining baseballs signed by all of the Beatles. (Branca already owns the other one.) His uncle, Ralph Branca, pitched for the Brooklyn Dodgers in the 1947 World Series and in 1951 gave up Bobby Thomson's famous "Shot Heard 'Round the World" home run that delivered the pennant to the New York Giants.
Over the years, Branca has also been busily helping clients acquire and sell music catalogs. He handled the sale of Berry Gordy Jr.'s Jobete Music to EMI, and Sony/ATV Music's acquisition of the Leiber Stoller catalog, which included songs made famous by Elvis Presley ("Jailhouse Rock" and "Hound Dog"), the Drifters ("On Broadway"), the Clovers ("Love Potion No. 9"), and the Coasters ("Yakety Yak" and "Charlie Brown"). More recently, he worked for one of the final bidders (Sony/ATV and another company) for the Warner Music Group, which was sold in May for $3.3 billion to Access Industries. In June he was reviewing deal terms for the sale of EMI, the world's fourth largest music company and the record label for Katy Perry, the Beatles, and Pink Floyd.
A generation earlier, it was a client of Branca who made headlines with one of the most famous and controversial music deals of all time: Michael Jackson's acquisition of the publishing rights to ATV Music, which included some 250 Beatles songs, including "Yesterday," "Help!" and "Let It Be." When the deal came down, there was some public grumbling from Paul McCartney, but the artist never seriously bid for the catalog, and later he and Jackson remained friends. John Lennon's widow, Yoko Ono, who also didn't bid, remarked that she was happy the rights now belonged to Jackson, a fellow songwriter.
At one point, Branca says, he had a handshake agreement to acquire the catalog from Australian businessman Robert Holmes à Court, only to discover that the seller had turned around and struck a deal with a rival bidder. "He fucked me," is how Branca puts it. Then the attorney learned that one of the financiers of the rival deal was a colleague he'd done business with over the years.
"I went to him and asked him to pull the financing," Branca recalls. The colleague agreed, effectively killing the deal with Jackson's competitor, Martin Bandier, then co-owner of The Entertainment Company.
With no ready buyer, Holmes à Court promptly phoned Branca from London and invited him to fly there to jump-start their earlier agreement. "I told him to go fuck himself," Branca says. This was a risky move: Instead of following the usual procedure and waiting until the deal was signed to start due diligence on any outstanding accounting and legal issues, Branca had already invested more than a million dollars in fees to resolve them in advance.
Over the next several days, Holmes à Court called Branca back several times. The lawyer remained noncommittal, even though, he admits, "My ass was on the line." Finally he agreed to fly across the Atlantic, but warned that he'd stay only 24 hours. "I told him if this deal didn't happen while I was there, to never, ever call me again."
Playing hard to get, Branca says, was part bargaining tactic, part payback, and partly to ensure that Holmes à Court wouldn't pull the same stunt again.
Bandier, now chairman and CEO of Sony/ATV, says he thought his company still had the inside track. But then Branca upped the ante. "He offered to have Jackson perform for Robert Holmes à Court's favorite charity," Bandier laughs. (To clinch the deal, Branca also had to accede to Holmes à Court's eleventh-hour demand that his daughter receive the copyright to "Penny Lane" as a "souvenir.")
After losing out on the Fab Four's catalog, Bandier told his partner, "Next time we bid for something like this, we're hiring John." Which is just what they did when they went after CBS Songs.
Judging the worth of a music catalog is part analysis, part instinct, says Bandier. "John has a great sense of the value of a song--which songs will last for a long time, how certain songs can be licensed for commercials."
These were the very qualities that propelled Branca into the "finals" when, in 2008, the Rodgers & Hammerstein estate went looking for someone to handle selling the composers' catalog. All five other contenders were investment banking firms.
During the interview process Branca recounted to Mary Rodgers and Alice Hammerstein how his show-biz mom had been in a touring production of Rodgers & Hammerstein's The Sound of Music (she played the baroness) and took him, as a boy, to see the show on Broadway. "It was one of the formative experiences of my youth," he gushes. "I would've done that [catalog] project for free."
"At first I thought we were [considering] Branca as a courtesy" to the entertainment lawyer, says Joshua S. Rubenstein, the estate executor for Richard Rodgers and counsel for the estate. "But it was a family estate," he continues. "We wanted someone who would take good care of the legacy, and John blew us away with his passion and interest. For us, it wasn't just about the money."
Even so, Rubenstein credits Branca with creating strong bidding interest in the catalog, notwithstanding the bottom falling out of the economy that year. "Branca sold it for 95 percent of our highest valuation," he exults.
After Michael Jackson's death, no will more recent than the 2002 document turned up, so Los Angeles Superior Court Judge Mitchell Beckloff eventually granted Branca and producer John McClain temporary coexecutor status.
Initially, Jackson's mother, Katherine, fought to gain control of the estate. She is the guardian of her son's three children and the beneficiary of 40 percent of the estate, and she accused Branca and McClain of conflicts of interest. After Katherine Jackson filed several unsuccessful legal challenges, the dispute blew over, and she has since praised the pair's management of the estate.
Adam F. Streisand, chairman of the trust and estate litigation practice at Loeb & Loeb in Los Angeles, represented Katherine Jackson's interests until recently. "John Branca deftly handled the estate and was very effective in stemming the flow of red ink he found," says Streisand, "and he was always amenable to requests I made on Mrs. Jackson's behalf." Other attorneys she has employed over the course of the proceedings declined to comment.
Of course, Jackson's finances were a shambles when he died: Various reports estimated that the entertainer was more than $400 million in the red from a combination of extravagant spending and high-interest loans.
In the weeks before Michael Jackson officially rehired Branca, the attorney had several discussions with Jackson's representatives about what he wanted to accomplish. So as his client's coexecutor, Branca felt he was privy to Jackson's wishes and had a mandate for a three-pronged mission: to get the estate out from under its crushing debt; to provide for Michael's children and loved ones; and to restore the King of Pop's legacy to its former glory. It was a gargantuan task, but the fact that Jackson had recently reached out to him again made it "emotionally fulfilling," Branca says.
The estate's first major commercial decision was to make a documentary about the rehearsal process Jackson had been involved in for an unprecedented 50-concert series in London. Some family members objected that Jackson wouldn't have allowed a rehearsal tape to be released. "But we looked at the tapes," Branca says, "and we saw the Michael we loved--the perfectionist--the one who had great humanity and great respect for his fellow dancers and musicians. And that's why we put the movie out.'" This Is It became the largest-grossing concert documentary in history.
Branca and McClain further transformed the estate's fortunes by refinancing costly debts and putting together deals to open Jackson-themed Cirque du Soleil shows (one in Las Vegas and another traveling version); launch an interactive museum and a Michael Jackson-themed lounge at Mandalay Bay in Las Vegas; create a best-selling dance game for Ubisoft Entertainment; release ten albums of both old and unreleased music in the coming years; and ramp up Jackson's profile on Facebook.
The result: In the 15 months after Jackson's death, the estate generated $310 million in revenue. By comparison, the Elvis Presley estate, previously considered the "gold standard" in the entertainment business, earned profits of about $25 million over the same period.
"If I do nothing else in my career except having done this for the Jackson estate, I can say I did a great fucking job,"~ John Branca.
As reverently as Branca speaks about his deceased client, though, the attorney won't comment on the record about other members of Jackson's family. Suffice it to say he feels unappreciated by the clan, and believes some of its members aren't acting in Michael's behalf.
Sometimes in this industry, of course, the best deal is the deal not made. The litigator representing Branca and McClain as executors of the Jackson estate is Howard Weitzman, a partner with Kinsella Weitzman Iser Kump & Aldisert in Santa Monica. Weitzman tells how several years ago, when the singer's financial problems were getting out of control, Jackson was advised to sell his interest in the ATV Music catalog that includes Beatles tunes. Branca told him, "If there's one thing you should never do, it's sell that." Jackson listened, and the catalog remains one of his estate's most valued assets.
Branca could surely retire tomorrow and live quite comfortably with his second wife, Linda, and two young sons in their Beverly Hills mansion filled with Italian antiques--but he has no plans to stop working. "I love being a lawyer," he explains. Perhaps more to the point, though, he's a fan of the music and the musicians.
That's one of the reasons that several years ago Branca helped form the Musicians Assistance Program to aid artists suffering from alcohol and addiction issues. It was later merged into MusiCares, with an expanded mission of helping musicians in need to obtain a host of services, including medical and dental care and funeral arrangements; Branca is now its chairman emeritus.
He's also aided musicians from earlier generations who either lost copyrights to their songs or weren't being paid proper royalties. Among them: Don Henley, John Fogerty, the Beach Boys, and members of the Doors.
Between juggling clients of the current generation and caretaking the legacies and affairs of past ones, John Branca will stay busy, keeping the music alive.
Stan Sinberg is a San Francisco-based writer who has worked as a columnist, satirist, and radio commentator.
Source
http://www.callawyer.com/story.cfm?eid=917175&evid=1
