August 04, 2011

JOHN BRANCA: "Charming, Ruthless, Asshole"

"One of the reasons I think I've been successful over the years is discretion, privacy, and protecting clients' confidences" said the wunderkind of entertainment law.

John Branca broke his silence with Stan Sinberg, giving us a rare glimpse into his brilliant psyche.  

I've been charming, ruthless, an asshole’ exulted the powerhouse. God bless candor. I'm liking him. 
I like charming, ruthless and asshole. But not when someone I love is on the receiving end of Mr. Branca’s cunning machinations. 

“He's willing to do whatever it takes to close a deal, characterizing himself as the guy you give the ball to in the fourth quarter with a minute left” stated the article. The question that boggles inquiring minds since Michael Jackson’s death is WHO threw the ball to John Branca in the fourth quarter, with a minute left? 8 days, to be exact.


John Branca non-deservingly is given all the credit for Michael Jackson purchase of
1985 ATV Catalog. Whist, John Branca’s negotiating and legal skills indeed played an instrumental role, ultimately Sony/ATV is the culmination of Michael Jackson’s foresight, directives and funds. John Branca merely did his client’s bidding.

In 1983, Michael Jackson and Paul McCartney collaborated on “Say Say Say” for McCartney ‘s Pipes of Peace album. Michael would meet Sir McCartney at Abbey Road Studio and the two threw ideas back and forth while McCartney sat at the piano. Michael stayed at a hotel but Sir McCartney would invite Michael to his home for dinners. One evening, Paul McCarthy proudly showed Michael a thick notebook full of songs he owned publishing rights to. Michael was inquisitive and asked McCartney about buying songs. How do you buy them? What do you do with them after you have them? Michael then said to Sir McCarthy that one day he would buy The Beatles' songs. 

Michael met with his attorney John Branca at the den of his Encino home. They met to talk about re-signing with BMI. In this meeting, Michael said to Branca “I want to buy some copyrights, like Paul”. Over the next months, Branca acquired copyrights to several songs on Michael’s behalf.

In September 28, 1984, while Michael was on his Victory Tour, John Branca and Frank Dileo flew to Philadelphia to discuss some problems with the Tour. John Branca told Michael “By the way, the ATV catalog is available” At first, Michael didn’t realize the significance of the Catalog until Mr. Branca mentioned that the Catalog holds the Beatles songs. “I want those songs, get me those songs” said Michael to Branca. “But wait, other people are also after the catalog. It's going to be a struggle” said Branca.
I don't care. I want it” said Michael Jackson.

On November 20, 1984 on Michael’s behalf, John Branca offered Holmes à Court
(ATV Catalog owner then) $47.5 million offer and a meeting request. Holmes à Court was famed for his tough negotiating. Garry Stiffelman, Branca business partner described the months of negotiations as ''the long and winding road”.

On December 1984, the parties signed a non-binding memorandum of mutual interest.

In January 1985, they started drafting contracts and follow-through meetings began. Branca team began a four-month process of analyzing ATV Music's legal documents, financial reports and every significant composition in the nearly 4000-song catalog. The prospective deal went through eight contract drafts. Branca felt that Holmes à Court was wasting his time. The negotiations became so entangled that in May 1985, Branca walked away from the deal. Branca had already invested more than $1 million in accounting and legal fees. Walking away was a risky move. My ass was on the line” Branca said.

In June 1985, Martin Bandier and Charles Koppelman joined to offer $50 million
for the ATV Catalog -- $2.5 million more than Michael’s offer.  

I have a great note he wrote me. It said ‘Branca, the catalog is mine. Don’t lose it by over-negotiating’” said Branca. Michael was determined to acquire the Catalog.

Branca had an ace under his sleeve. He learned that Bandier and Koppelman were backed by MCA Music, then headed by Irving Azoff who happened to be a John Branca colleague. Branca had hired Irving Azoff in 1984 as a consultant to the Victory tour. "I went to him and asked him to pull the financing" said Mr. Branca. Mr. Azoff agreed.

In August 1985, Holmes à Court invited Branca to London to resume their earlier agreement. "I told him to go fuck himself” said Mr. Branca who acted as if Michael was no longer interested in purchasing the Catalog. Holmes à Court offered to pay for Branca’s air fare. Branca stated that he would only stay for 24 hours. "I told him if this deal didn't happen while I was there, to never, ever call me again" said John Branca.

Branca left nothing to chance this time. He sweetened the deal by offering to have Michael come to Australia during Holmes à Court's charity Telethon. Branca closed the deal Michael’s behalf for $47.5 million on August 10, 1985. In October 1985, Michael fulfilled his contractual provision and visited Perth to appear on the telethon.


Another area John Branca receives credit for is the “Thriller” video release. Jehovah's Witness church elders told Michael that they disapprove the video because they felt the werewolf and dancing zombies promoted demonology. Michael was told he would be expelled from the religion if he released the video. Michael called John Branca asked him if he had the Thriller tape. Branca said he didn’t have them, and that they were in processing lab. Michael instructed Branca to retrieve and destroy them.

The next day, Michael called Branca and asked if he had destroyed the tape.
Branca said he had but in reality the tape was sitting on his desk.

Branca called Michael back and confabulated a story that actor Bela Lugosi played a demonic Dracula despite of his strong religious convictions. Branca said that Bela Lugosi placed a disclaimer at the beginning of his Dracula movie. Of course, this was not true, there is no such disclaimer in Dracula movie. Branca suggested Michael added a similar disclaimer. Michael bought Branca’s story and released Thriller with a disclaimer.

Disclaimer at the beginning of Thriller music video

While I am eternally grateful for Thriller video which is now a fabric of world culture,
I am disturbed that Michael was lied to manipulate him about something as important
as his religion just so business aspirations can be fulfilled. Branca should have chosen convincing but honest approach. This incident sheds a bright light onto how Michael
was worked on by Branca and other handlers, namely Frank Dileo, for years to come. Michael was a 24 year old budding artist who led a sheltered life up until that time and experienced businessmen manipulated him to turn profits by any means necessary.

'If there's one thing you should never do, it's sell that’

The article stated “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.” 

It is not clear whether Howard Weitzman is the one who said that John Branca supposedly advised Michael not to sell the Catalog or it was Branca himself who asserted this claim to the writer. But regardless, this is not an accurate account of events.

Michael had large 2 loans stemming from 1990s, collateralized by Neverland, MiJac (catalog that hold his songs) and his stake of Sony/ATV (Beatles catalog). He kept restructuring these loans, incurring millions of massive annual interest payments.

In previous loan restructurings, John Branca was very much involved both because Michael was his client and also Branca himself had a %5 share in Michael’s Sony/ATV.
Yet he was nowhere around during 2003 Goldman Sachs bail-out and 2006 restructuring.

Several years ago” mentioned in the article was in 2003. Goldman Sachs was hired to analyze Michael’s financial standing and advise a plan of action. Charles Koppelman oversaw the bail-out plan as Michael's adviser. As mentioned above, Charles Koppelman and Martin Bandier -now Sony/ATV Chairman- had submitted a $50 million offer to buy
the ATV Catalog. They were the rival bidders against Michael in 1985.

Goldman Sachs advised Michael 4 alternatives:
1- Do nothing and have the bank foreclose on both Catalogs
2- Restructure the loans
3- Put right (sell his interest in Sony/ATV) to Sony for $200 million
4- Exercise exit rights (sell his interest to a buyer)

A careful overview of the alternatives reverals that although Goldman Sachs proposed
4 alternatives, in reality, it was advising ONLY one alternative: number 3

#1 Michael would lose both of his Catalogs and still owe $59 million in taxes

#2 Michael would have short term relief but long term financial instability. And that this alternative was dependent on Sony accepting to pay $6.5 million annually directly to the bank (instead of to Michael) and if Sony not accept doing so the bank would foreclose on the catalogs. So Michael would lose the Catalogs, still having to pay $50 million in taxes.

#4 Michael doesn't have enough time to find a buyer to sell his %50 stake in Sony/ATV. Two years later, in 2005, Michael will face another crisis due to the restructuring of these loans. Sony will come to Michael’s “help”. Their agreement will ensure that if Michael is forced to sell his share of Sony/ATV Catalog, Sony has the first right of refusal.

Goldman Sachs was put together in April 2003, one month after John Branca termination. So contrary to the claim in the article, Mr. Branca was NOT advising Michael Jackson. But because Mr. Branca’s financial interests at the time were tied to the 2003 restructuring, he wrote a letter Charles Koppelman to remind his %5 share. In this letter, Branca DID advise that Michael is better off in selling his Catalog. This would have been a financial suicide for Michael but it would have resulted in $17 profit for John Branca.

Michael opted NOT to utilize Goldman Sachs bailout proposal and refinance the loans. Michael’s business partner, Sony had to be notified and authorize the refinancing deal.

Lo and behold, who signs on Sony’s behalf?

Branca is feeding media falsehoods and media is eating it up like there is no tomorrow or it’s deliberately assisting in attempts to rewrite Michael's history.


John Branca was terminated by Michael Jackson in February 2003
Branca didn’t work for Mr. Jackson Feb 2003-2006 so he didn’t resign in 2006 

The reason Mr. Branca claims 2006 as his resignation date could be because technically, and I emphasize only technically, John Branca was on Michael's payroll until April 2006.
Their 1993 agreement gave him %5 in Michael's Sony/ATV Catalog. You will notice
the crafty verbiage "during the term of our engagement" in the below agreement. 

When Michael terminated John Branca in February 2003, he wasn't financially viable
to buy back his %5 from John Branca. When he refinanced his loans in 2006, Michael borrowed additional funds to buy back his %5 share from Branca. Since his termination of February 2003, Michael Jackson and John Branca did NOT do business. 

Furthermore, when Mr. Jackson fired Mr. Branca, he instructed that Branca return ORINIGALS of ALL documents which would include a 2002 Will. There is no way...legitimate anyway…that John Branca should have Michael’s 2002 Will in 2009.

A further look at the alleged Michael Jackson Will implicates John Branca.

One of the initials is touched up 

John Branca’s ALLEGED “rehire” 8 days before Michael’s death is irrelevant to
the legitimacy of his executorship of Michael Jackson Estate. Branca was instructed to “immediately cease expending effort OF ANY KIND on my behalf” which includes his executership from Michael Jackson's 2002 Will.  

Upon receipt of a termination letter similar to that of John Branca, Barry Siegel who
was one of the executers of Michael's 2002 Will complied & resigned from the Will.  
It was Branca's fiduciary duty to follow Michael's directives and resign from the Will.

Only reason John Branca is sitting on top of Michael Jackson Estate is because of corrupt judicial system and an inept mother who sold out her son for financial gain. But
I must admit, after watching insatiable Jackson Family greed since Michael’s death, maybe the forgery was a blessing in disguise. Sure, Branca may be self dealing
but at least he is skilled to bring in money into the Estate. It would have been only expenditure if the rapacious hands of Jacksons controlled the Estate. For most fans,
it is Sophie’s choice between supporting John Branca versus a Jackson.

All is calm for now….until Mr. Branca hands both MJ music catalogs to Sony.
I am betting the paperwork is already in his desk drawer, waiting for a good time.
Before that disaster, one can only wish for a miracle: for Branca to grow a conscience.

Rightful owners of both of Michael's Music Catalogs

Related Links:
The Prince Of Rock
Michael Jackson Alleged Will is Forged 
Michael Jackson Alleged Trust Document is Forged


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