Michael Jackson and John Branca --a Major Wrap Series

CherubimII

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Michael Jackson and John Branca -- a Major Wrap SeriesBy Sharon Waxman
Published: December 05, 2010 @ 11:58 pm
http://www.thewrap.com/media/column-post/michael-jackson-and-john-branca-major-wrap-series-23020
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This week TheWrap kicks off a five-part investigative series about Michael Jackson and John Branca, the lawyer who now runs his estate.
Researched and written over the better part of the last year by Johnnie Roberts, the series explores the tempestuous relationship between the pop star and his financial manager &#8211; one that led to Branca&#8217;s hiring and refiring over decades, the last time just a week before Jackson died.
michael-jackson-john-branca-7-6-09-350x243.jpg
There are many revelations in the series; the first segment looks at a little-explored deal to sell the Beatles and Mijac catalogues to Goldman Sachs, to alleviate Jackson&#8217;s crushing debts in 2003. TheWrap got copies of documents that show that Branca stood to make millions off that deal, which ultimately did not close.

Other parts of the series will reveal how Branca won the Beatles catalogue in a brilliant maneuver, how he got Michael Jackson to do the &#8220;Thriller&#8221; video with John Landis after the pop star had stated his firm opposition to it. (Both moves were the most financially significant in Jackson&#8217;s career.)
This series confirms our commitment to long-form investigative journalism in the digital age. We hope that the serialized format makes for compelling reading on the web.


Part 1How Michael Jackson Nearly Lost His Prized Music Catalog

http://www.thewrap.com/media/article/michael-jackson-1-can-john-branca-save-jackson-again-22420

Part 2 Inside Secrets of the Goldman Deal
http://www.thewrap.com/media/article/inside-secrets-goldman-deal-22479



Part 3 The Secret Probe That Got Branca Fired
http://www.thewrap.com/media/article/secret-report-got-branca-fired-22850

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Moonwalker.Fan

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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, even as he negotiates a way out of a looming $300 million debt that Jackson left behind.

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.

More to Read: Inside Secrets of the Goldman Deal

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 debt, due this month, against 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.

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



If it isn't refinanced, the mammoth debt -- owed to the British banking giant Barclays -- could cost the estate its grip on its half interest in Sony/ATV and the Beatles songs.

Jackson-Sigs2.jpg


Since at least the summer, Branca has been working toward a permanent fix, and by the time this was posted, the tight-lipped lawyer already may have prevailed.

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.

In a July 2003 missive on his firm’s letterhead, Branca essentially put Goldman on notice that it ultimately must assure certain of Jackson’s ongoing obligations -- “direct payment of this firm’s 5%” -- under certain circumstances 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.

Read: The Secret Probe That Got Branca Fired
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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.

Tomorrow: The Stones, Elvis and Manipulating Jackson Into "Thriller"
 

Ohood

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Branca saved the Catalogue from Malnik and Aviv !! well, this is good to know !
 
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Moonwalker.Fan

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Inside Secrets of the Goldman Deal

(See: Jackson's Goldman Loan)

The transaction outlined in the secret Goldman file would have been the culmination of an ambitious proposal to salvage Michael Jackson&#8217;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&#8217;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 &#8220;Rush Hour&#8221; director Brett Ratner in late 2002. (Click on documents to enlarge.)

Acting as Jackson&#8217;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&#8217;s two loans with Bank of America, where a Koppelman friend, Jane Heller, happened to handle his and Jackson&#8217;s personal accounts.

70M-loan.jpg


See the full document: Jackson's $70M Loan

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, &#8220;Newco,&#8221; with new partners -- Sony, with its half of the Beatles, and Goldman putting up money.

>> Newco&#8217;s assets would be 100 percent of Sony/ATV (the Beatles) and Mijac (Jackson&#8217;s hits) and Goldman (more cash).

>> Newco would swallow Warner Music Group&#8217;s music publisher, Warner-Chappell, and combine it with Sony-ATV.

secret-rescue-plan_0.jpg


See: Goldman's Secret Rescue Plan and The Term Sheet
A target list also included other publishers -- arms of Universal Music Group, BMG or EMI. The goal: industry dominance.

Jackson&#8217;s original stake would shrink as more investors entered the Goldman-crafted venture. &#8220;Like Bill Gates, [Jackson] would have a smaller stake in a multibillion-dollar company,&#8221; Goldman declared in a talking-point memo dated April 15, 2003. (See: Michael Jackson = Bill Gates)

Within five years, Goldman&#8217;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&#8217;s projections, Jackson&#8217;s share would be $700 million to $1.3 billion.

But backend riches didn&#8217;t solve Jackson&#8217;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.

jackson's-goldman-loan_0.jpg



Goldman planned to repay itself from Jackson&#8217;s backend bounty, but it was unclear how he&#8217;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&#8217;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&#8217;s lawyers at Wachtell, Lipton, Rosen & Katz -- also granted the Wall Street bank &#8220;drag-along rights &#8230; to require MJ-ATV Trust&#8221; (with control over Jackson&#8217;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)

term-sheet.jpg


As the most far-reaching transaction of his career progressed on paper, Jackson wanted his long-time lawyer, Branca, nowhere in sight. &#8220;You are commanded to immediately cease expending effort of any kind on my behalf,&#8221; 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&#8217;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)

you're-fired_0.jpg


With his interest linked to Jackson&#8217;s, Branca seemed to have little choice but to be a zealous advocate for the entertainer. In case Michael wanted out of the venture, &#8220;an exit strategy needs to devised for [him] to receive fair market value.&#8221; Skeptical of Goldman&#8217;s power grab, he insisted that &#8220;Michael should have some control over the management and operation of the venture.&#8221;


Michael Jackson=Bill Gates
http://www.scribd.com/doc/43790300/Michael-Jackson-Bill-Gates
1-c8ef6ce6d0.jpg
 
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CherubimII

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Greed killed Michael Jackson's life on this planet, and we who remain on Earth are still having our lives sucked out of us by the greedy, evil, people.

I take comfort in knowing that Michael Jackson
is safe in God's hands and, now, he is singing in the company of the Angels. The fact is that I, personally, believe Michael Jackson to be the
Archangel Michael.

"Hold My Hand" :angel:
 
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Moonwalker.Fan

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The Secret Probe That Got Branca Fired

lettermjtobrancayourfir.jpg

Above Michael Jackson&#8217;s letter to Branca that he is fired


It&#8217;s known as the &#8220;Interfor Report,&#8221; after the Manhattan-based corporate espionage firm, Interfor Inc.

The contents &#8212; based on a private investigation by the firm on Michael Jackson&#8217;s behalf in 2002 and 2003 &#8212; included stunning assertions about John Branca, the entertainer&#8217;s on-again, off-again music attorney for 30 years and now co-executor of his estate.

interforcover250x330.jpg


Read the excerpt. http://www.scribd.com/doc/44182289/Smear

Interfor&#8217;s investigation, &#8220;found a tight business relationship between Branca and Tommy Mottola,&#8221; then-CEO of Sony Music, where Jackson was an artist, according to an excerpt from the firm&#8217;s final report. The excerpt added: &#8220;Interfor has begun investigating the flow of funds from Jackson through Mottola and Branca into offshore accounts in the Carribean [sic].&#8221;

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.

&#8220;This is to confirm that I am terminating the services of you and your firm effective upon delivery of this letter,&#8221; Jackson wrote the attorney in February 2003. &#8220;You are commanded to immediately cease expending effort of any kind on my behalf&#8230;You are specifically instructed to transfer any funds you are holding in trust for me&#8230;&#8221;

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 &#8221;nonsens.&#8221; But in an interview Sunday evening,

he also added that he would have been unaware of any offshore accouts established by Branca, Jackson or both. Its &#8221;not anything that a multinational corporation like Sony&#8221; would have

been involved in during his tenure, Mottola reiterated.

It&#8217;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&#8217;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&#8217;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&#8217;s probable loss of, among other things, his most prized assets &#8212; half share in Sony/ATV Music Publishing, repository of the Beatles song catalog, and Mijac, the catalogue of his own songs, including &#8220;Beat It&#8221; and &#8220;Billy Jean.&#8221;

The abortive bailout was led by Goldman Sachs and included two others &#8212; 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&#8217;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 &#8216;60s, he represented mob boss Meyer Lansky. &#8220;Heir apparent,&#8221; Reader&#8217;s Digest dubbed him when Lansky died in 1983.

Frowning on Malnik&#8217;s mob associations, the New Jersey Casino Commission once considered him &#8220;a person of unsuitable character and unsuitable reputation,&#8221; and said Malnik &#8220;himself participated in transactions that were clearly illegitimate and illegal.&#8221;

Once, in a rebuttal in the Palm Beach Post, Malnik lamented the mob talk as &#8220;the most preposterous, ridiculous, indefensible situation to be in.&#8221;

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 &#8220;that the authorities will want to review Malnik&#8217;s background,&#8221; according to the excerpt. &#8220;Branca suggested that Malnik&#8217;s goal in this relationship is to utilize Jackson&#8217;s financial resources and cash business to facilitate Malnik&#8217;s comprehensive money laundering activities.&#8221;

Last week, Malnik dismissed the episode. &#8220;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,&#8221; he wrote in an emailed reaction to this story. &#8220;Moreover, I not only regard such an assertion as totally untrue, but ridiculous and preposterous.&#8221;

Malnik added: &#8220;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.&#8221;

About Interfor and its owner, Malnik wrote: &#8220;I have heard negative and unreliable comments about that company and its director, Juval Aviv.&#8221;

An Israeli émigré, Aviv once made a Village Voice headline, &#8220;Secret Agent Schmuck.&#8221; The Voice reported that Israel had officially discredited Aviv&#8217;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.


michaelthumbnail.jpg


http://www.thewrap.com/media/article/secret-report-got-branca-fired-22850?page=0,0
 

Alma

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Yeah, this pretty much proves how Branca isn't and never was reliable. Michael Jackson, only a money-making machine, just couldn't find the right people to work for him, that it might explain why he was on board again just 8 days before MJ's passing. ... But this is another issue that ticks some off.

Yeah, he's finally safe now.
 
E

elusive moonwalker

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no point reading stuff like this as its obviously one sided written by ppl who already have their own opinions.


below info from loakim at kop board

the article is saying the he was fired in Feb. 2003. But the negociations with Goldman Sacks lasted 1 year, until Jan. 2004. Branca was out of picture at this moment.

Koppelman was behind this deal.

In this letter http://www.scribd.com/doc/43687652/Branca-Letter-Excerpt ,
branca was telling to koppelman that the deal was not good for MJ

1/ Branca was fired but the negociations with GS were ongoing without Branca.
2/ Branca had a 5% share in sony/atv. it's not shocking that he was receiving money from the sale
3/ Here some conspiracy guys said that Branca was a sony lover but he was selling to Goldman Sachs

I think the goal for all this was to have a giant music publishing company with warner chappel & sony-atv. And MJ would have some portion of the
company like the merger sony and ATV
 

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What a SET-UP. Michael always said people wanted something he had and he was in danger, but no one believed him.
 
J

JMie

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I read all three articles and all the attached documents, and to me it seems to show that Branca was working in Michael's interest... See the letter http://www.scribd.com/doc/43788206/Branca-s-Secret-Letter Am I wrong?

Also, about that investigation report (which it titled "smear" by that paper, which is rather telling, isn't it?), wasn't it proved in court by T-Mez that it wasn't true?

*waiting for Ivy to explain everything properly :) *
 

yaazgurl

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Well I'm waiting for the truth to come out regarding Branca being rehired which. I don't believe he was. I wish MJ would have discussed the situation with his will like she was pressing him about because it makes no sense that MJ fired Branca but didn't remove him as an executor. We
 
J

JMie

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Regarding his rehiring, I was waiting to them to mention it in the articles, but they didn't. Will they do in the next publications? I noticed that they wrote several times that Michael and Branca didn't talk for 3 years until he was rehired in 2009. Which means they did talk up to 2006. Which means they still had some sort of relations after Branca was fired in 2003. I think he was rehired, but I am curious to see what they will write.

By the way, what kind of site is that? Is it reliable?
 

smoothlugar

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In relation to his rehiring, I saw this on another thread.


Quote:
Originally Posted by ivy
yes Branca was fired during 2003 but he was rehired several months later in 2003 and was working with Michael until 2006

You can read it in detail on this blog : http://mjandjustice4some.blogspot.co...2003-2006.html

some highlights from the above blog includes :
- Branca and Koppelman negotiating CBS 60 minutes interview, Branca attending a 2004 MJ legal team meeting, Branca saying that Michael is the biggest artist in the world and Branca and Koppelman advising Michael about Sony/ATV refinancing.
 

144000

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that's rediculous to assert that branca was the smart one and Michael, the dumb one. it was Michael who liked to spend money(whereas most others are into retaining money), so it was Michael's move that got the catalogue. not branca's. Michael said, 'don't overnegotiate', and it was Michael's money that branca was spending. and it was MICHAEL who wanted to do the THriller vid, in stark opposition to his Jehovah's witness teachers. not Branca, in opposition to Michael. this shit is rediculoous. and the fact that things were always contentious, doesn't look good, for branca. the thing is, the media would only write something if it lies, and makes Michael look bad. so..there it is. the media not supporting Michael, but going against him, as usual.

God bless Michael.
 
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Petrarose

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^^^Glad you picked up on that 144. There is more than a hint that Branca was the golden brain who got Michael his riches.
 

ivy

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I fail to see how this could be an evidence to show Branca as a bad person.

First of the articles states that they have 300 pages of documents but yet gives us bits and pieces. Unless they give full 300 pages it's hard to determine whether they are biased or not. Or who is involved with what and what intention they had.

Secondly Branca isn't the only one involved with this deal / project. Don't forget Koppelman and Malnik's involvement.

One of the most important parts is this :

Moonwalker.Fan;3117515 said:
Acting as Jackson&#8217;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&#8217;s two loans with Bank of America, where a Koppelman friend, Jane Heller, happened to handle his and Jackson&#8217;s personal accounts.

Which clearly shows this as an idea of Koppelman (and why would anyone want to double any loan if the goal is to get rid of the loans?)

Later see this

Moonwalker.Fan;3117515 said:
With his interest linked to Jackson&#8217;s, Branca seemed to have little choice but to be a zealous advocate for the entertainer. In case Michael wanted out of the venture, &#8220;an exit strategy needs to devised for [him] to receive fair market value.&#8221; Skeptical of Goldman&#8217;s power grab, he insisted that &#8220;Michael should have some control over the management and operation of the venture.&#8221;

Which actually shows Branca defending Michael's best interest.

Furthermore in year 2010 with all the things we know it's kinda baseless to claim that "Branca wanted to sell the catalog as he had 5% share and would get several millions from the sale". Because Branca did sell his share in 2006 -back to Michael - he didn't sell it to Sony, he didn't sell it to Goldman Sachs. If he was so Sony friendly as claimed, he could have sold his share to Sony and tip the scales 55% to 45% to the benefit of Sony.

Edited to add: It's also no secret that Michael actually did consider selling the Sony/ATV catalog at some point in time (04-05). Michael himself said in the Prescient case depositions that he offered Ron Burkle to sell his catalog.

Let's see the rest of the series. It looks like they will have 4 more parts?
 

Spider-Man

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I fail to see how this could be an evidence to show Branca as a bad person.

Edited to add: It's also no secret that Michael actually did consider selling the Sony/ATV catalog at some point in time (04-05). Michael himself said in the Prescient case depositions that he offered Ron Burkle to sell his catalog.

this thing is making me re-evaluate my stance on Branca. His relationship with Mike was much more complicated than I ever anticipated. I appreciate ur point about Branca selling the catalogue to Mike and not Sony, but what was the purpose of the defense mentioning off shore accounts during the trial? That made Branca look bad.

Do you have a link to the second part of your quoted post, i.e. Michael offering Burkle to sell the catalogue? I've only heard this from Karen and I take anything she says with a grain of salt.
 

Ohood

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Michael and Branca are not just friends or partners doing business, they are dreamers who love to make history together, that's why i trust Branca alot !
 

Annie123

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I don't see anything showing evidence against Branca here. In fact she makes the point that there was no evidence against Branca leading up to his firing:

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.
 

ivy

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Here's my take on the documents

http://www.scribd.com/doc/43791236/Goldman-s-Secret-Rescue-Plan

6 page document of the Goldman Sachs plan

- it shows a loan of $254M in 2003
- it states that Michael cannot sell his share without consent of Sony.
- it states that foreclosure is a possibility but it also says that he can avoid it if there's an alternative financing and Sony and Bank of America cooperates with Michael for a refinancing (side note: This is actually what happened in 2006. We read that Sony representatives went to Bahrain for refinancing. So it might mean that rather than letting Michael foreclose on the catalog, they have chosen the other alternative scenario - cooperating with him)
-In short their proposed plan is that Michael creates a new music company with Goldman Sachs where he contributes with all of his interest in Sony/ATV and MIJAC and gets 50% ownership of the new company, they partially pay the existing loans (give MJ $135M to pay the loand, $132M remains), they acquire more music catalogs and the company gets bigger and Michael's share gets smaller.
- They also list other possible scenarios.

http://www.scribd.com/doc/43790300/Michael-Jackson-Bill-Gates

The Bill Gates comparison

This document compares possible scenarios

- They classify refinancing as "unlikely" - however that's what happened in 2006.
- The partnership they propose is called "partnership with Goldman Sachs / Charles Koppelman" - Koppelman seems to have to much say /control over this proposed deal.
- They state they have no agenda other than doing what's right for Michael - so they have no profit objective? not realistic
- It also states that MJ's share will decrease as the size of the company increases.

http://www.scribd.com/doc/43789133/Goldman-Sachs-TermSheet

Term sheet

- This document shows that the goal of this new company/joint venture is to buy other publishing business such as EMI, BMG, Universal, Warner etc.
- It's proposed to be a 3 way venture between Michael, Sony and Goldman Sachs.
- Michael puts his catalogs into the joint venture. His share after the other acquisitions is to be determined.
- Sony and Goldman Sachs will also get shared based on their equity contributions. (side note : this means as time passes and Sony and/or Goldman Sachs buys other publishing companies and add them to the venture as they bring in equity their share will increase and Michael's will decrease).
- It's stated that the board of representatives will be at least 7 and at most 10. Michael is only given 2 representatives. The decisions are done by a majority vote. (side note : in this scenario Micheal would never have the power to make or veto any decision).
- Michael is given the title of "chief creative officer" to attract other artists and if he has time he will be consulted in creative decisions.
- Goldman Sachs gets $5M for managemen fee and Michael gets $1M for management fee per year.

http://www.scribd.com/doc/43789100/Goldman-Gets-Michael-s-Beatles-If

This shows a 5 year refinancing deal of the $200M of the loan between Michael and Bank of America. The one thing is that if this new loan forecloses Goldman Sachs gets the right to purchase it at fair market value.

http://www.scribd.com/doc/43788412/Jackson-s-70-Mil-Loan-Trustee-Malnik-BofA-Note-and-Sony

This is the $70M loan documents. It lists Malnick and McClain as the trustees of the loan.

http://www.scribd.com/doc/43789064/Branca-s-Secret-Letter

Branca's secret letter

If this was the smoking gun to show us how evil Branca was/is , it fails miserably. Let's see it in detail.

Paragraph 1 : Branca opposes Michael putting his catalogs upfront. Branca says that first Warner has to be acquired and Michael's share / interest has to be determined. (Note: Now having a 50% share in a 1 billion catalog versus having a 5% share in a 10 billion collection of catalogs is the same but this share has to be concretely determined. you don't want to end with a share that's worth less than you put in).

Paragraph 2: Branca says that it must be clarified that Goldman Sachs is taking over the Bank of America loan on the Sony/ATV catalog and Michael is no longer responsible for it.

Paragraph 3: Branca asks about the MIJAC loan. (note : It's obvious that Goldman Sachs primarily want Michael's share in Sony/ATV and prepared to pay/refinance that loan. MIJAC loan of $70M seems to be left to be dealt in the future and left to Michael).

Paragraph 4: Branca states that just paying Michael's loan obligations is not sufficient for him to give his rights to those catalogs (as they probably worth more than the loans). He wants significant amount of cash in addition to the promised loan payments to justify Michael's participation with this proposed deal/business venture.

Paragrah 5: Branca wants to make sure that Michael wouldn't pay taxes on this deal.

Paragraph 6: Branca asks for an exit strategy for Michael to be included - meaning that he can get out of this venture in someway if he wants in the future.

Paragraph 7: Branca thinks the annual management fee of $5.5M of Goldman Sachs is unjustifiably high.

Paragraph 8: Branca wants better distribution of Board of directors and states that Michael needs to have decision making power.

Paragrah 9 &10 :Branca states that this deal brings exclusivity and confidentiality requirements to Michael but not to Goldman Sachs and this has to be discussed.

Paragraph 11: Apparently one condition of the loan is Koppelman being the manager of MIJAC. Branca opposes that. (Note : if there was such condition if would prevent Michael from removing Koppelman from managing MIJAC).

I'll have to say this looks like a letter with "the intention to look out for the best interest of Michael". Branca asks for more money from the deal, more control over the new joint venture, more concrete details and an exit strategy - all benefits Michael.
 
E

elusive moonwalker

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thanks ivy. intresting reading this info now as i remember all this from back in the day. there were quite a few suspicions over koppleman from what i can remember back then.

and the author of this sharon waxman. thats a name from back during the trial
 
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