深度报道系列： Michael Jackson和John Branca（12月10日更新）

alextoalex

刚出来的一系列有关Michael Jackson和John Branca的深度报道，还在连载中，先放上来给一些不能上国外网站的同学看看。
http://www.thewrap.com/media/col ... r-wrap-series-23020

1 楼  Part 1 How Michael Jackson Nearly Lost His Prized Music Catalog
13楼 Part 2 How a Music Superlawyer Goaded Michael Jackson Into 'Thriller'
46楼 Part 3 How Jackson Snagged His Prized Possession: the Beatles Songs
47楼 Part 4 Fired, the Superlawyer Returns to Bail Jackson Out -- for a Price
52楼 Part 5A Superlawyer Returns, a Pop Icon Dies -- a Will Is Discovered


Part 1

How Michael Jackson Nearly Lost His Prized Music Catalog

EXCLUSIVE

A Wrap Series: The tangled web of Michael Jackson's finances and his tumultuous 30 years of dealings with the superlawyer who now rules his estate -- the first of five parts

No one said that ruling Michael Jackson’s inner circle would be a moonwalk.

Just a year and a half after his death, lawyer John G. Branca is about to oversee the release of a posthumous album on Dec. 14 under a new $250 million deal for the estate. And as a preclude, he has successfully renegotiated a massive $300-millon bank loan left by Jackson that was due this month, too.

But did Branca, who had a hand in nearly all of MJ's most brilliant career and financial moves, always have his client's best interests at heart? According to documents obtained by TheWrap, the lawyer tried to help along a deal that would have dispossessed Jackson of the music catalogue he held most dear -- while making Branca considerably richer.

Branca has never embraced the limelight. But in a months-long investigation that included secret documents and two dozen interviews -- one with Branca himself -- TheWrap reveals the complicated relationship between the singer and the lawyer that Jackson would hire for the last time within a week of his death.

In that short, final tenure, Branca was left permanently in charge of one of the most important music legacies of our time.

Branca’s roller-coaster relationship with Jackson unfolds over 30 years of hiring and refiring.

It is punctuated by moments of brilliance, such as when the lawyer orchestrated Jackson's purchase of the Beatles' song catalogue, ATV Music, perhaps the most important deal of Jackson’s life.

But some might conclude that Branca is no hero at all. A deal in 2003 to sell Jackson’s interests in the Beatles’ and Mijac catalogues to the investment bank Goldman Sachs will lead some to question Branca's role in Jackson's business affairs.

Either way, his importance in the constellation of Michael Jackson’s firmament cannot be dismissed. The release within days of Jackson’s first posthumous album comes on the heels of record-setting income of $275 million in the year since Jackson died. According to Forbes magazine, the sum topped the year's list of entertainer’s posthumous earnings.

This summer, however, Branca became preoccupied with Jackson's massive $300 million bank loan from the British banking giant Barclaysagainst the estate’s crown jewel -- half interest in Sony/ATV Music Publishing.

At the core of Sony/ATV’s enviable collection of rights to songs by the likes of Elvis, Bob Dylan and Eminem is to be found the Beatles song catalog, a 20th century musical treasure that Branca famously arranged for Jackson once to own outright.

alextoalex

Today, Sony/ATV, which Sony Corp. co-owns, is worth at least $1.6 billion, a valuation substantially attributable to the Beatles.

The due date for the mammoth loan loomed this month, and missing it might have meant a loosening of the estate’s grip on its half of Sony/ATV. But Branca beat the clock by months, arranging to refinance the loan in September through the Swiss financial services giant UBS.   


Branca had a previous encounter with the songs and the debt. From 2003 to 2004, virtually the identical financial crisis -- almost $300 million of debt, with the songs at stake -- was met with a momentous initiative by a power cast that included Wall Street-savvy Goldman Sachs, veteran music entrepreneur Charles Koppelman and a Florida entrepreneur dogged by mob suspicions, Alvin Malnik (pictured below, with Jackson).


A cache of confidential documents from the seven-year-old episode -- a copy of which was provided by a member of the group -- reveals an intriguing inside look at the far-reaching effort, which long has been an object of media fascination and Internet-based conspiracy theorists.

The documents, which lay bare new details  while corroborating previously unconfirmed disclosures, range from trust materials and loan records to papers bearing on facets of Jackson’s dealings with Sony, where his music career was anchored.  As best can be determined, few, if any, outsiders have had access to the nearly 300-page paper trail.

In the documents, Goldman’s master financial alchemists began proposing a venture to position Jackson as “the Bill Gates of the music industry” and described how not only the $300 million debt might be whittled but also detailed how the beleaguered legend could walk away with perhaps $1.3 billion -- with the Wall Street firm exiting even richer.

But only if he would sell his interest in Sony/ATV and in Mijac, the catalogue of Jackson’s own hits. According to the secret documents, Goldman was prepared even to “drag” Jackson along into a deal to sell them.

As the proposal evolved during more than a year, its fundamental flaw -- that Jackson all but surely would forfeit his songs -- remained clearly obvious to Branca. More than anyone, Branca knew that owning the songs was one of his client Jackson’s great passions and that the singer worried intensely about them slipping from his grasp.

So why then had Branca worked so hard, as the secret files appear to indicate, for an outcome most feared by his client?

According to entrepreneur Malnik, Branca stood to collect $17 million from the Goldman dealings for a 5 percent interest that he held in Jackson’s stake in the Beatles’ catalog.

ruin

看不懂啊啊啊。

alextoalex

In a July 2003 missive on his firm’s letterhead, Branca essentially put Goldman on notice that it ultimately must ensure Jackson’s ongoing obligations -- including “direct payment of this firm’s 5%” -- if the proposal progressed.

Alas, the Goldman deal, more than a year in the making, got no further than the paper on which it was written. Rather, it was scuttled by Jackson against a backdrop of behind-the-scenes hijinks that seemed to mirror his final sad decade, which roiled with scandals, a criminal trial, epic debt and an ever-rotating inner circle.

In a statement, Goldman Sachs confirmed its role, noting that its private equity arm was involved.

“Several years ago, GS Capital Partners engaged with Mr. Jackson’s advisers when they were trying to generate liquidity under difficult circumstances,” Goldman said. “At the time, we were broadly interested in acquiring music publishing assets, and this was one of many deals we looked at.”

The bank, which wouldn’t comment specifically on its planning to “drag” Jackson into a transaction, concluded: “We ultimately decided not to pursue the acquisition of these assets.”

As for Branca, by the time the deal collapsed, the superlawyer had been fired.

See Jackson's letter to Branca: You're fired.

It was not the first time. Jackson repeatedly fired Branca (pictured in 2009 after being named an estate co-administrator), whose firm Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman, Cook, Johnson, Lande & Wolf is one of the entertainment industry’s most powerful.

Indeed, in June 2009, within a week of Jackson's death, Branca -- nominated in the singer's will to be the steward of his estate -- returned to the fold after a three-year break-up.

Six days after Jackson’s drug-fueled death -- having spoken to him only once in three years – he, along with longtime Jackson family friend John McClain,  emerged as co-executor of the tragic icon’s extraordinary holdings.

huhukat

照片上那个头发帽子~~好怪异

alextoalex

Inside Secrets of the Goldman Deal

The transaction outlined in the secret Goldman file would have been the culmination of an ambitious proposal to salvage Michael Jackson’s crumpled financial life. Jackson owed $270 million to Bank of America, which could take control of his songs had he missed a looming due date.

Under the Goldman proposal, he’d forfeit the music -- an outcome that he fiercely wanted to avoid -- but emerge with a horde of as much as $1.3 billion.

The confidential files from those days were provided by a member of the Goldman Sachs group, which grew out of a chain of relationships started by “Rush Hour” director Brett Ratner in late 2002.

Acting as Jackson’s adviser, Charles Koppelman, the veteran entertainment executive and investor, recruited Goldman Sachs and worked closely with two of its private-equity aces, Gerry Cardinale and Henry Cornell, in crafting the proposal.

Ahead of the proposal, he and Florida businessman Al Malnik also arranged to double -- to $70 million -- one of Jackson’s two loans with Bank of America, where a Koppelman friend, Jane Heller, happened to handle his and Jackson’s personal accounts.

See the full document: Jackson's $70M Loan
http://www.scribd.com/doc/437884 ... -BofA-Note-and-Sony











The confidential Goldman documents detail a proposal with several steps:

>> First, Goldman and Jackson become 50-50 owners in a new company, Music LLC.

>> Next, Music forms a separate company, “Newco,” with new partners -- Sony, with its half of the Beatles, and Goldman putting up money.

>> Newco’s assets would be 100 percent of Sony/ATV (the Beatles) and Mijac (Jackson’s hits) and Goldman (more cash).

>> Newco would swallow Warner Music Group’s music publisher, Warner-Chappell, and combine it with Sony-ATV.

See: Goldman's Secret Rescue Plan and The Term Sheet
http://www.scribd.com/doc/43791236/Goldman-s-Secret-Rescue-Plan
http://www.scribd.com/doc/43788262/Goldman-Sachs-TermSheet


A target list also included other publishers -- arms of Universal Music Group, BMG or EMI. The goal: industry dominance.

Jackson’s original stake would shrink as more investors entered the Goldman-crafted venture. “Like Bill Gates, [Jackson] would have a smaller stake in a multibillion-dollar company,” Goldman declared in a talking-point memo dated April 15, 2003. (See: Michael Jackson = Bill Gates)


Within five years, Goldman’s typical time frame for such investments, all would have been monetized in a sale of the venture, most likely to Sony Corp. By Goldman’s projections, Jackson’s share would be $700 million to $1.3 billion.

But backend riches didn’t solve Jackson’s shorter term crisis of repaying the $270 million bank debt. Not to worry. A $135-million Goldman loan would retire the $70-million Bank of America loan and $7-million due Sony. He would catch up on $12 million in overdue monthly bills and have a few million as a cushion.

alextoalex

Goldman planned to repay itself from Jackson’s backend bounty, but it was unclear how he’d repay the remaining $200 million bank loan. This much was clear, however:  If he defaulted, Bank of America could legally force him to sell his share of the venture to Goldman, with the proceeds handed out to the bank. (See: Goldman Gets Michael's Beatles, If ...)


As Jackson's putative partner, the Wall Street titan would have hogged much of the power: twice as many shareholder votes as Michael in their jointly-owned Music LLC and eight of 10 board seats -- or seven if Jackson’s three picks included Koppelman, whom the secret documents show was as much a partner of Goldman as he was an advisor to Jackson.  

A Jan. 7, 2004, term sheet -- drafted by Goldman’s lawyers at Wachtell, Lipton, Rosen & Katz -- also granted the Wall Street bank  “drag-along rights … to require MJ-ATV Trust” (with control over Jackson’s Beatles interest) to participate in the contemplated cash-out deal. Drag-along rights prevent a minority partner from sitting out a sale of the company -- something Jackson was apt to try to do. (See: The Term Sheet)


As the most far-reaching transaction of his career progressed on paper, Jackson wanted his long-time lawyer, Branca,  nowhere in sight. “You are commanded to immediately cease expending effort of any kind on my behalf,” Jackson wrote him on Feb. 3, 2003, offering no reason for the firing. (See: You're Fired!)


Yet, Branca hardly could be shut out, given a 5 percent interest in Jackson’s Sony/ATV stake. Branca would have pocketed $17 million from the dealings, Malnik said in a recent interview. In a letter to  Koppelman on July 28, 2003, Branca  underscored his financial interest in writing, to be passed on to Goldman. (See: Branca's Secret Letter)
http://www.scribd.com/doc/43788206/Branca-s-Secret-Letter



With his interest linked to Jackson’s, Branca seemed to have little choice but to be a zealous advocate for the entertainer. In case Michael wanted out of the venture, “an exit strategy needs to devised for [him] to receive fair market value.” Skeptical of Goldman’s power grab, he insisted that “Michael should have some control over the management and operation of the venture.”

alextoalex

The Secret Probe That Got Branca Fired

It’s known as the “Interfor Report,” after the Manhattan-based corporate espionage firm, Interfor Inc.

The contents -- based on a private investigation by the firm on Michael Jackson’s behalf in 2002 and 2003 -- included stunning assertions about John Branca, the entertainer’s on-again, off-again music attorney for 30 years and now co-executor of his estate.

Interfor’s investigation, "found a tight business relationship between Branca and Tommy Mottola,” then-CEO of Sony Music, where Jackson was an artist, according to an excerpt from the firm’s final report. The excerpt added: “Interfor has begun investigating the flow of funds from Jackson through Mottola and Branca into offshore accounts in the Carribean [sic].”

Read the excerpt.




The investigation, which apparently began in late 2002, provided no credible evidence to corroborate those and other assertions. And the probe may have been little more than part of an elaborate smear campaign intended to influence the beleaguered Jackson to fire Branca.

If so, it was successful.

“This is to confirm that I am terminating the services of you and your firm effective upon delivery of this letter,” Jackson wrote the attorney in February 2003. “You are commanded to immediately cease expending effort of any kind on my behalf…You are specifically instructed to transfer any funds you are holding in trust for me…”

Branca declined repeated overtures for further comment after having granted this reporter a lengthy taped interview last summer.

Mottola, who abruptly resigned from Sony a month before Jackson fired Branca, called the assertion about off-shore accounts involving him "nonsense." But in an interview Sunday evening,  he also added that he would have been unaware of any offshore accounts established by Branca, Jackson or both. It's "not anything that a multinational corporation like Sony" would have been involved in during his tenure, Mottola reiterated.

It’s unclear who ordered the investigation. But the report, dated April 15, 2003, was prepared for an attorney with Hale Lane Peek Dennison & Howard, the firm that Jackson hired to succeed Branca. In a brief interview in June, the lawyer, Fred D. Gibson III, confirmed that Jackson was a client of the firm.

(There are some indications that the report in some way figured in Jackson’s child molestation trial in 2005, and it has been grist for internet conspiracy theorists apparently for years. More recently, Joe Jackson filed the Interfor excerpts in his son’s probate case in an unsuccessful effort to oust Branca as co-executor.)

The report materialized  in 2003 amid a complex, and ultimately aborted, effort by a new inner circle of Jackson financial advisers, including Goldman Sachs, to craft a bailout of the beleaguered entertainer. With the due date on the horizon, Jackson owed a breathtaking $270 million to Bank of America. And a default would mean Jackson’s probable loss of, among other things, his most prized assets -- half share in Sony/ATV Music Publishing, repository of the Beatles song catalog, and Mijac, the catalogue of his own songs, including “Beat It” and “Billy Jean.”

alextoalex

The abortive bailout was led by Goldman Sachs and included two others -- Charles Koppelman and Alvin Malnik.

A veteran music executive and investor, Koppelman and a partner had lost out to Jackson in the 1985 auction in which the performer acquired the Beatles catalogue. As Jackson's putative adviser, he recruited Goldman.

Florida entrepreneur Malnik, meanwhile, has been dogged for years by rumored mob ties. As a young lawyer in the ‘60s, he represented mob boss Meyer Lansky. “Heir apparent,” Reader’s Digest dubbed him when Lansky died in 1983.

Frowning on Malnik’s mob associations, the New Jersey Casino Commission once considered him “a person of unsuitable character and unsuitable reputation,” and said Malnik “himself participated in transactions that were clearly illegitimate and illegal.”

Once, in a rebuttal in the Palm Beach Post, Malnik lamented the mob talk as “the most preposterous, ridiculous, indefensible situation to be in.”

For several months, as Goldman and Koppelman crafted the rescue proposal, Malnik and his family hosted Jackson and his three kids at their 35,000-square-foot Beaux Arts mansion near Palm Beach. In the Goldman dealings, he emerged in the powerful role of co-executor of Jackson trusts that controlled his song copyrights.

Branca, the Interfor excerpt suggests, had it in for Malnik. The superlawyer suggested in a letter to the U.S. Justice Department “that the authorities will want to review Malnik’s background,” according to the excerpt. “Branca suggested that Malnik’s goal in this relationship is to utilize Jackson's financial resources and cash business to facilitate Malnik's comprehensive money laundering activities.”

Last week, Malnik dismissed the episode. “I am not aware of any story to the Justice Department or that any dealings with Michael were intended to advance a money laundering operation,” he wrote in an emailed reaction to this story. “Moreover, I not only regard such an assertion as totally untrue, but ridiculous and preposterous.”

Malnik added: “I have never heard from the Justice Department, and John [Branca] and I have always been friends with each other, and therefore I doubt that John would have said anything like that.”

About Interfor and its owner, Malnik wrote: “I have heard negative and unreliable comments about that company and its director, Juval Aviv.”

An Israeli émigré, Aviv once made a Village Voice headline, “Secret Agent Schmuck.” The Voice reported that Israel had officially discredited Aviv’s public suggestions that he was the lead assassin of state intelligence service Mossad in avenging the Munich massacre.

Last week, Aviv, through an assistant, referred a call for comment to Gibson, the Jackson attorney identified on the report.

588802f@wallis

哇~先马克……
爆炸头的MJ好可爱啊~╭(╯3╰)╮

涂涂

还真是看不懂呢

alextoalex

http://www.thewrap.com/media/art ... harmed-career-22421
PART TWO
How a Music Superlawyer Goaded Michael Jackson Into 'Thriller'

John G. Branca's greatest creation well may be himself.

As Jackson's dealmaker, he became a prime member of a generational vanguard that would transform music legal practice.

And as Jackson's trusted ally, he would convince the pop star to release the "Thriller" video over his client's strong religious objections -- to historic financial success.

For Branca, it’s all part of a charmed legal career that he hadn't imagined.

Dressed in an immaculate black blazer, perfect white shirt and jeans, the super-lawyer steers his gleaming black Rolls Royce into the parking pavilion of Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman, Cook, Johnson, Lande & Wolf, one of the entertainment industry’s most powerful firms.

Growing up in New York the son of an actress and of a New York State athletic commissioner, Branca seemed destined himself to be talent. At age five he began buying single records on vinyl. After relocating to Los Angeles with his mother, he founded a teen band. But he abandoned music in college, and in 1975 earned a UCLA law degree

After a brief first job, the junior lawyer hired on at the firm of David Braun, the Branca of his day with such clients as Bob Dylan, Neil Diamond and the Beach Boys.

Initially, Braun was unimpressed with Branca. The young lawyer only seemed interested in the business affairs of his uncle, Ralph Branca, the Brooklyn Dodger who tossed the pitch in 1951 for the home run “known as the shot heard around the world.”

But it was a professional acquaintance of Branca’s that led to Jackson’s introduction to Braun, who became the first lawyer, apparently, ever of Jackson’s, and not his father’s, choosing.

Shortly after Braun quit to run Polydor Records in 1978, Branca left to join the new -- and future powerhouse -- firm of Kenneth Ziffren, a dean of Hollywood dealmakers, bringing along Jackson and other clients.

“Michael liked John,” recalls Jackie Jackson, the eldest Jackson sibling. Says Braun: “John caught Michael at the moment when he was flowering. To John’s credit, he started cutting good deals.”

Branca joined the ranks of a movement started by Braun and others fought against the industry’s rampant exploitation of artists.

Says Gary Stiffelman, a Branca firm partner who started out as his chief lieutenant handling Jackson, “They brought discipline. They were much more determined advocates (for the artists).”

As such, Branca would build a career that made him a shoo-in Wikipedia entry, representing an often-cited 29 Rock Hall of Famers. He helped stage the intervention that saved the life of a drug-addled founder Brian Wilson.

The Doors (his teen band had opened for the group on Sunset Strip) was a client, as was the estate of its leader, Jim Morrison. Eerily, he helped represent the estate of Jackson’s father-in-law, Elvis Presley, who also famously overdosed.

For the Rolling Stones, Branca sold sponsorship, TV and film rights for the 1989 Steel Wheels Tour as a mega-dollar single package, a novel approach at the time. And after extricating Carlos Santana from two labels, Branca placed him with Clive Davis’ Arista Records in 1997. The upshot: “Supernatural,” one of only two albums to win eight Grammys. The other: Jackson’s “Thriller.”

“John is a lawyer, but does perform a business function, and will try to get the very best deal for his client,” Weitzman said. “I’ve sat in rooms and smiled watching him do that, and said, God bless this guy.”

Undeniably, Jackson was the first and most magnificent showcase for the young lawyer's talents. He played a pivotal behind-the-scenes role in the 1984 “Victory Tour,” the singer’s last with his brothers and reportedly the highest grossing at the time. He helped arrange Jackson's first global solo outing, the “Bad Tour.” It made Guinness Book of World Records for grossing $125 million.

The idea for President Reagan to honor Michael at the White House for his philanthropy? That also was Branca’s.

But it was “Thriller,” the all-time biggest-selling record after its December 1992 release that ensconced Jackson in the history books. Part of “Thriller” lore is how Branca, who raised the $1 million for the grounding-breaking John Landis-directed video, manipulated the artist into releasing it, after he balked.

Fretting that the images might imply devil worship, Jackson, a Jehovah's Witness, reckoned he’d lose his spot in heaven. Ad-libbing, Branca conjured a tall tale about how Bela Lugosi had pre-empted a similar concern with a disclaimer on “Dracula,” explaining that he was merely acting in the film.

The gullible entertainer relented, releasing the full-length version of the “Thriller” video with a disclaimer penned by Branca. And a week later, it had fueled sales of the album by another million.

With his earnings climbing in tandem, Jackson would hand Branca his checkbook to pull off a musical coup that may never been matched.

juyac

這篇講的是mj的錢

而不是mj

littlefat00

感谢楼主，感谢整理资料的人
一直觉得Branca很低调神秘，他跟MJ之间的合作关系也是

Eutopia的路人M

好多英文，留爪~~有时间细看吧