The Sad Story of Michael's Album "Invincible"

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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Sat Feb 02, 2013 12:53 pm

There was nothing to clear MJNotes. I'm glad for the opportunity to discuss these things freely. I really appreciate your comments and we're on the same page with most of the things you mentioned in your last post.

The 5% - I've been re-reading things I hadn't read for a while. I don't think the many articles that have been written about this have given a true picture of the situation. I agree that the 1993 Agreement and the $ony ATV merger are two very different things but I'm betting there is one big similarity too.

There are other letters that have been made public, including one to $ony ATV dated November 7, 1995 which appears to be written by Karen Langford and signed by Michael. The letter has a lot of detail in it. It refers to the "Operating Agreement" (the merger) between $ony and Michael and talks abouts about monies to be paid to Michael in four instalments plus other monies and it talks about monies to be forwarded to Branca and his firm. It can only be about the merger of $ony and ATV. Part of the letter says:

...the undersigned (Michael) hereby requests and irrevocably authorizes you to pay five percent (5%) of all such monies to John Branca (or his designee, currently Ziffren Brittenham Branca and Fischer) (...collectively referred to as the "Firm")...

The letter tells exactly how much the firm actually received when the merger took place, which was 5% of what $ony paid to Michael for the merger. The 5% was to come out of the all the monies Michael was to receive from the merger. The $ony ATV merger was an agreement between $ony and Michael. It wasn't between $ony and Michael and Branca and his firm. The 5% was an agreement between Michael and Branca and his firm. There is a similar letter written to Warners about Mijac and the firm's 5% interest in any monies Michael was to receive from that.

We all talk about the 5% Branca "owned" of $ony ATV. From reading the letters available, I think that using the word "owned" is misleading because Branca and his firm never "owned" any of $ony ATV ever. What they did have was a continuation of the same 5% interest they had from the 1993 Agreement in any of Michael's earnings, including all his publishing interests, which at the time of the merger began to include Michael's half of $ony ATV. Apart from the letters, in 2002 Michael said, "...I'm leaving $ony, owning half of $ony..."

What the 2006 re-financing agreement did, among other things, was to release Michael from that 5% obligation, which had been "irrevocable," and the money paid to "Branca" (and the firm) was settlement money. The letter mentions that a Payment, Settlement and Mutual Release Agreement (the "Settlement Agreement") was attached.

I still say MJ's publishing interests, including royalties from his own songs written earlier than 1993 should never have been part of a blanket agreement, and I also think it should never have been "irrevocable." It was a conflict of interest. It also provides one explanation why Branca and his firm kept popping up after Branca was fired in 2003.

It doesn't explain why the copyright claim links from 2008 have the address for MJJ Productions as c/- Ziffren Brittenham. That sure is something interesting. MJJ Productions (under a different name) was managed by Raymone and then by Tohme Tohme in 2008 wasn't it? Londell McMillan/Peter Lopez were his attorneys around then too.

Leslie Hu's site has this info about MJJ Productions re-activated for copyright reasons on 07-31-2008
http://lesliemjhu.blogspot.com.au/2008/12/michael-jacksons-business-issues.html
I guess it's possible the Ziffren Brittenham firm acted for MJJ Productions in those copyright claims in 2008, although the date of the re-activation doesn't gel with the copyright claim dates. This might be another one of those grey areas.

I didn't mean for this to be so long. As I said, I have the same concerns as you for the same reasons, except for the Mijac catalog. All these years it's been with Warners, and I'm sure there were opportunities to bring it over to $ony if Michael had wanted to do that. Too many eggs in the same $ony basket now.

Whose to say who is worse - Branca and his firm, the Sheikh, Colony Capital, Tohme Tohme, AEG, the executors of the Estate and their many attorneys and PR people or $ony? Did I forget anyone? They all seem to be the same. Money, money, money is what's important to all of them. Vultures doesn't say enough.


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Re: The Sad Story of Michael's Album "Invincible"

Post  @B__Marco on Mon Feb 04, 2013 1:30 pm

by the way in my opinion the catalogs owned by mj are now owned by the music industry , so it is "safe" in the hands of them, the same hands that Mj did not want to see around him.
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Tue Feb 05, 2013 2:12 am

Retired wrote:Hi MJnotes, pls keep posting. I would never be as detailed and knowledgeable as u. I go by my instinct on what I read and feel. U post fact and comment on that. I appreciate u share your opinion.Pls continue to express your thoughts, if u wish and pls forgive me for what I said. Thank you

no problem, Marco. i'm just glad you understand where i'm coming from. i also respect your opinion about the "safety" of the catalogues. for all i know, the future would prove me wrong. fortunately, opinions can be changed, according to new developments.

imagen, i tried to do some more research aka "google search" relating to Branca's 5% equity. by the way, i would like to change the opinion i previously expressed about the 5% being Branca's alone, and not the law firm's. i think that is not right because everything Branca did as a lawyer for Michael was in behalf of the law firm. and yes, i do know about the Michael Company (the forum won't let me post Michael's surname, don't know why. it deletes it every time.) that supposedly replaced MJJ Productions. you're right, that's a grey area because i would presume that the US government's copyright database is accurate.

anyway, i also haven't seen the letter you mention. back then, i was searching for the $ony-ATV merger contract but i haven't found any. but i found some that could help clarify the issue, again thanks to google search.


http://vindicatemj.wordpress.com/2012/07/23/john-branca-and-michael-jacksons-finances/

"Three years later [1993], Branca got a phone call. "Branca, it's Michael. You think I should sell half of ATV Music for $75 million?" Branca realized he had an opening to return to Michael's side. He'd come back and fix everything - but this time it would cost Michael up front: 5% of ATV Music, as he had proposed before his firing...The woeful Michael assented."

"And with Branca now owning the 5% stake, Michael became paranoid that his lawyer would want him to sell his song rights. On the other hand, Branca did see an ATV transaction with $ony as an answer to Michael's cash crisis. But instead of an outright sale, he proposed a merger of $ony's music publishing operations and ATV."


i think the above was quoted from The Wrap article in 2010. i think we can speculate that right from when ATV was acquired by Michael, Branca was asking to be paid through a 5% share of ATV, which Michael didn't want to do, but which he eventually agreed to even before the merger happened. it tells us that even before $ony and ATV were merged, Branca's law firm was already the owner of a 5% chunk of ATV. after the merger, it became 5% of $ony-ATV.

the next quote is from the book Northern Songs: The True Story of the Beatles Song Publishing Empire.

http://books.google.com.ph/books?id=vX5SckOt3jEC&pg=PT319&lpg=PT319&dq=michael+Michael+bought+Branca+5%25+equity&source=bl&ots=uIYmfjl2UT&sig=ZkplDGc5OqL0Gqen6R2EKeWlxyE&hl=en&sa=X&ei=Q9gNUfRjhMitB7mWgaAE&ved=0CGgQ6AEwCQ

"Any major acquisition, sale or move requires Michael's approval including the Acuff Rose acquisition," confirms Branca, who has also held a seat on the board of $ony ATV since its inception and has a 5% equity interest in Michael's share of $ony ATV."

http://biztaxlaw.about.com/od/glossarye/g/equityinterest.htm

equity interest: An equity interest is an ownership interest in a business entity, from the concept of equity as ownership. Shareholders have equity interest; their purchase of shares of stock in the corporation gives them a share of the ownership of the business."

of course we know that Branca did not purchase the 5% equity from Michael. as the previous quotes showed, it was a condition he demanded if he were to represent Michael again in 1993.


as to the refinancing in 2006 and Michael's purchase of Branca's 5% stake in ATV, this is also from the first link.

"In 2006, Michael and Branca's on-again, off-again relationship hit a new low. Branca quit Michael this time in what, according to two top music industry executives familiar with the situation, was a broader dispute.

They suggest that Branca, Michael and $ony clashed over the lawyer's 5% when it became a complication in Michael's bail-out. The settlement: Branca sold it back for millions of dollars."


and this is from another 2006 article which i copied before but can't find online anymore.

http://www.latimes.com/business/la-fi-jackson14apr14,1,248358.story?coll=la-headlines-busines

"Another beneficiary of the agreement is Los Angeles music attorney John Branca, who has alternately been embraced and spurned by the mercurial Michael throughout much of the singer's career. Branca helped structure Michael's purchase of the Beatles' and others' copyrights in 1985 for $47.5 million. Today, those assets are worth more than 10 times that, and sources say that Branca, who owned 2.5% of the $ony/ATV venture, has already pocketed as much as $20 million when Michael bought out his share as part of Thursday's refinancing agreement."

from the same article, this one:

"In 1993, around the time he publicly sought treatment for addiction, Michael offered Branca 5% of his future projects if he would again represent him."

that last quote confirms the terms of the 1993 contract you showed, which stated that the law firm gets 5% commission from gross monies that Michael earns from all of his businesses that the law firm will represent. the ownership of a 5% chunk of ATV itself may be somewhere in the contract; and i would understand it to mean that when Michael agreed to give Branca 5% of ATV, he was left with 95% only. and Branca, on top of getting all the earnings of the 5% his law firm owned, also got 5% commission from the business generated by the 95% that Michael owned.

again, a commission cannot be bought or bought back; it is merely stopped when a law firm's services are terminated. so obviously, Branca's 5% equity interest is vastly different from the 5% commissions mentioned in the 1993 representation contract if Michael had to buy it.

as for MIJAC being administered by $ony-ATV, i agree with you - it is ticklish that, as you say, all the eggs are in one basket. but since it's a done deed, and because i really don't think Branca can pull the rug from under the Michael family and millions of us, fans, i prefer to look at the bright side. and that is, that whereas Michael used to pay Warner/Chappell for administering his publishing catalogue, he gets to earn from administering it, himself, now, because he is co-owner of $ony-ATV. whether Michael is happy about that or not, i don't know. but back in 2003, it seems that Michael wanted to buy Warner/Chappell and join it with $ony-ATV. ... i know, it's the hateful Friedman, but true or not, he reported this:

http://www.foxnews.com/story/0,2933,104427,00.html

"Michael’s advisors — now in disarray — were unified during the summer. They figured out that Michael’s half interest in $ony/ATV Music (aka the Beatles catalog, et al) would be enough collateral to launch an inventive deal. They engaged investment bankers at Goldman Sachs, who put together a firm offer for $ony/ATV to buy Warner Chappell. This would have brought all of Michael’s major publishing holdings together under one roof.

But luck has never been on Michael’s side concerning such matters. Just as the Goldman Sachs deal looked ready to roll, Warner Music got out of its other merger deals and looked to Edgar Bronfman’s group as a potential buyer. Bronfman wanted the publishing company as well as the record catalog. Almost simultaneously, the Santa Barbara DA began to make his move on Michael. There was no way at that point for the plans to jell."



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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Tue Feb 05, 2013 5:27 am

Retired - I agree.

Thanks MJNotes. The 5% -It's all in the wording I think, and how it can be interpreted. That's not to say the wording is incorrect in any of the quotes you mentioned but they are misleading. It's only when I read and re-read and read again (lol) those agreement letters that the real situation finally sank in.

The quotes from The Wrap article for example: "...it would cost Michael up front: 5% of ATV music..." and "...Branca owning a 5% stake" - neither of those are exactly incorrect. What is not explained properly is that Branca and his firm did not own 5% of ATV or $ony ATV after the merger. What they had was the right to be paid 5% of practically any and all monies Michael earned, whether that was from $ony ATV, Mijac, personal appearances, promotions, whatever. This was in place before the merger of ATV and $ony, so you can see how the prior arrangement with Michael benefited the firm when $ony ATV was merged. The money Branca and his firm made was from Michael's share of money he was paid when the merger took place (this probably accounts for the confusion over the different amounts Michael was reported to have been paid) and the firm continued to make money from Michael's share whenever he earned a dollar from it after the merger. They did not own 5% of $ony ATV, they had a 5% interest in Michael's share of $ony ATV through that 5% blanket agreement of any monies Michael earned.

If Michael earned $100.00 from anything, Branca's firm received $5.00. If $ony ATV earned $100.00, Michael's 50% share was $50.00 but because of Michael's agreement with the firm, the firm received 5% of Michael's share of that $50.00, which was $2.50. Lol, does that make sense. Michael earned millions, 5% of millions is a heck of a lot of money. But it wasn't just 5% of Michael's share of $ony ATV. It was 5% of everything. And it was 5% of Michael's gross earnings.

I've read "Northern Songs" and it was an eye-opener! A shocker really. For many reasons. The quote from "Northern Songs" is closer to what the real situation was - Branca and his firm " has a 5% equity interest in Michael's share of $ony ATV." And that 5% was irrevocable. That word "irrevocable," which was written into the agreement between Michael and Branca's firm was why Michael continued to be tied to Branca and his firm after he had fired Branca in 2003.

From the later quote - "Michael and $ony clashed over the lawyer's 5% when it became a complication in Michael's bail-out. The settlement: Branca sold it back for millions of dollars." That isn't exactly incorrect either but it is still misleading. It was a settlement that Branca and his firm agreed to at the time of that 2006 refinancing. Branca and his firm did not sell back 5% of $ony ATV - they didn't own it. The settlement released Michael finally from that irrevocable 5% interest that Branca and his firm had in any assets Michael owned and earned money from, as well his future earnings from anything. It was the original 5% agreement going back before the merger of $ony ATV that the firm made Michael pay for in the settlement. Branca and his firm had held a caveat on Michael's earnings with that 5%. It was definitely a third-party agreement which would have complicated the re-financing of the loan. I bet Branca and his firm were really pi**ed about having to agree to the settlement, they would no longer benefit from Michael's assets. They made Michael pay for it then though. And they came back for another bite of the cherry in 2009, despite having said they "would no longer represent him in any capacity or provide legal services" to him from 2006.

Yes, where the 2.5% confusion comes in is that I think Branca, and his firm as a whole, shared in the 5% on a 50/50 basis. This has not been spelled out in what I've read but it is a logical conclusion based on what was mentioned in the agreements - Branca was mentioned separately and the firm was also mentioned -Ziffren Brittenham Branca and Fischer.

Branca is nearly always mentioned as the "owner of a 5% share." Because "Branca" was mostly the "name" in the firm that was closely associated with Michael, articles more often than not mention Branca with little or no reference to his firm. It would be wrong to think that whatever Branca earned from being associated with Michael was not shared with Branca's firm. Branca wasn't a sole operator, he worked as a partner in the firm.

I couldn't get the La Times link to work but I can't help but look at those comments as building Branca up at the expense of Michael. The wording of those comments from the LA Times is very misleading.

I have so many thoughts about the fox news article and that whole deal, I haven't sorted them all out yet. Smile
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Thu Feb 07, 2013 5:03 am

hmmm i think i'm finally getting what you mean. sunny please correct me if i'm wrong, but i think you're saying that you think the 5% was not just a commission, but was not OWNED by Branca (law firm), either. instead, it was some sort of RIGHT to continue to get 5% commission from ATV, and then $ony-ATV business, even after termination of law firm's services, and the only way it could stop was if Michael bought back that RIGHT from him.

is that about right?

if it is, i guess that is possible, but those terms were not in the portion of the contract you showed. it should be in another contract, or a second part of the 1993 contract you shared, because what i read spoke merely of 5% commissions on all Michael businesses that the law firm will represent, which naturally co-terminates with the law firm's services.

if that's the case, then i'm pretty sure that the UNSEEN contract would also have a clause saying that Branca cannot sell that RIGHT to anyone except Michael. in simple terms, it would also mean that whenever Michael gets his dividends from $ony-ATV per year, Michael just hands over 5% to Branca.

but if that is the case,

http://www.thewrap.com/media/article/michael-Michael-1-can-john-branca-save-Michael-again-22420?page=0,2

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

and again this, which i have previously quoted:

http://www.thewrap.com/media/article/michael-Michael-4-brancas-fired-rehired-fired-22423?page=0,2

In 2006, Michael’s and Branca’s on-again, off-again relationship hit a new low. Branca quit Michael this time in what, according to two top music industry executives familiar with the situation, was a broader dispute.

They suggest that Branca, Michael and $ony clashed over the lawyer’s 5 percent when it became a complication in Michael’s bail-out. The settlement: Branca sold it back for millions of dollars.


if what the music industry executives said is true, why does that 5% have to be a problem for $ony, when Branca gets his 5% share of business from Michael's side of the partnership? $ony shouldn't have been affected. the only way this would make sense to me is if they mean that it's a problem because $ony owned 50%, Michael 45%, and Branca 5%, which would make Michael a minority shareholder and $ony can then pretty much do what it wanted without Michael's approval. maybe $ony was starting to pressure Michael about a buy-out. actually, the "rumor" that came out then was that $ony wanted to buy half of Michael's 50% (or 45% if the 5% was with Branca) - which $ony could do as majority shareholder. and of course Michael would balk and the only remedy was to get back the 5% share from Branca by purchasing it so he would be on an even footing with $ony. at least that is the scenario that makes sense to me.

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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Thu Feb 07, 2013 1:15 pm

Hi MJNotes. Oh good Smile

The date of the first agreement letter from Branca's firm to Michael is October 1993. This is the original agreement that mentions 5%. It was referred to as a "Fee Arrangement". I'm saying this October 1993 5% fee arrangement remained in place until 2006, including through various other agreements that took place within that time.

This is a part of my earlier post, quoting the 1993 agreement:

We shall render services for you as your general counsel in the music business (and, ancilliary to music, in the television and home video businesses). We shall render services in other areas (such as real estate acquisitions) as we shall mutually agree upon. You shall have the right to terminate our services at any time.

During the term of our engagement, we shall receive five percent (5%) of any gross monies actually received by you or any related entity from songwriting and music publishing (including the publishing companies comprising ATV and Mijac), recording, television, home video programs, merchandising, personal appearances, commercial endorsements, sponsorship and from the operation, sale and/or disposition of any assets owned by you or such entity...


The agreement also allowed the firm to receive monies from Michael's tours. In the above paragraph, the phrase "sale and/or disposition of any assets" is important to what we're discussing.

A couple of months later (in January 1994) there was a supplement agreement sent from Branca's firm to Michael - I quoted from this in the earlier post too. Additional services from the firm and additional monies due to the firm were added to the original agreement.

In another post I mentioned letters that were written to $ony ATV and Warners, which said that although they were authorized to pay monies to Michael, they were to forward 5% of these monies to Branca's firm. And the word "irrevocably" was used in both cases:

...the undersigned hereby requests and irrevocably authorizes...

Actually the word "irrevocable" was used in both those letters too - both "irrevocably" and "irrevocable" were used. The letters to $ony ATV and Warners were a continuation of the 5% agreement the firm had with Michael in 1993 and those words "irrevocably" and "irrevocable" were what tied Michael up to 2006. Those words would appear to be why the publishing agreement(s) didn't co-terminate when Michael fired Branca in 2003.

I think the 5% would have been a complication for everyone involved in the 2006 refinancing because any monies lent to Michael up to that point, which involved his publishing interests, Branca's firm was also involved in because of that 5% agreement. There is proof of this in another letter from December 1998 when Michael applied for a loan from the Bank of America. The letter talks about two separate 5% amounts due to Branca's firm from this loan. Michael negotiated these payments with Branca's firm, which resulted in the firm accepting a lesser amount at that time. The negotiation with the firm in 2006, even though the firm did not represent Michael then (the 2006 letter says that), resulted in Michael being freed once and for all from the "irrevocable" 5%.

Various articles refer to the 5% in different ways - an ownership, a stake, an equity, an interest, a share, etc., in $ony ATV. They can be confusing and definitely misleading and sometimes just plain wrong, and they usually boost Branca's role in Michael's business dealings while downplaying Michael's role and Michael himself. Michael owned 50% of $ony ATV (although $ony gained certain rights in 2006, or did they?). It is not correct to say that Branca and/or his firm ever "owned" 5% of $ony ATV. What Michael paid Branca and his firm for in that 2006 settlement was the right to get out from under that 1993 5% agreement, the agreement that irrevocably became part of any monies Michael earned from $ony ATV. There are important differences between an "ownership" and a "fee arrangement". One difference is that Branca and his firm never had the right to "sell" any $ony ATV shares "back" to Michael or to sell them to anyone else because they never owned any. What happened was a settlement, not a buy-back.

A very, very tricky lawyer ploy is a polite way of describing a blanket 5% agreement imo, especially when your client is Michael and especially when the original deal was made in October 1993. Whoever Michael's lawyers were when he got out of his $ony contract because of a conflict of interest, they didn't finish the job. Oh, that's right, that's when the extortionists came into the picture...again.


Last edited by Imagen on Thu Feb 07, 2013 3:05 pm; edited 1 time in total
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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Thu Feb 07, 2013 2:59 pm

Forgot to say something about your last paragraph.

In the letter to Michael from Branca's firm in 2006 where the settlement was agreed to, one of the things the firm said about the 2006 arrangement was:

"The firm acknowledges and consents to the rights of SME and designees of SME (i) to purchase a portion of Company Interest pursuant to an option contained in the Operating Agreement, such portion not to exceed 50% of the Company Interest..."

SME = $ony Music Entertainment
Company Interest = Michael's (or Michael's company) interest
Operating Agreement = The agreement between $ony Music Entertainment and Michael
50% of the Company Interest = Half of Michael's share of $ony ATV

So that's where it says that $ony had the right to purchase no more than 25% of Michael's 50%. The letter doesn't mention that Michael had the right to purchase any of $ony's % although it seems he did in 2005 (Transitional/Prescient doc).

What I'm trying to find out is whether, despite all the doom and gloom reports about $ony having the right to purchase 25% of Michael's interest "pursuant to an option contained in the Operating Agreement," Michael still had a right to purchase up to 25% more of $ony ATV after that 2006 refinancing arrangement. I'm thinking he did(!) because "back's" comments in 2007 give the impression that Michael still did have that right - he said that both sides had an agreement that prevented either of them (Michael or $ony) from getting the upper hand. Is that what you understand from back's comments?
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Wed Feb 13, 2013 6:36 am

hi Imagen (waves)! sorry i wasn't able to visit earlier. blah blah about real life

anyway, first off, thanks for this lively and interesting discussion. but at this point, i think we just have to agree to disagree Smile there's nothing clear-cut in the contract excerpts that you're quoting that specifically states that it's a RIGHT to continue to receive 5% of $ony-ATV gross earnings, even after the firm's services have been terminated. that is your interpretation, but i'm not quite prepared to agree, because i just don't have access to THAT contract that should contain the details of this specific 5%. we're looking at this from very different points of view, but mine are still just opinions and interpretations, simply because there's an absence of actual, complete facts. but i'll share my interpretations of some of the new info you shared here.

Imagen wrote:

quoting the 1993 agreement:

You shall have the right to terminate our services at any time.

this is very clear, and stands alone. it does not include a clause that should have clarified that 5% thingy.

Imagen wrote:In the above paragraph, the phrase "sale and/or disposition of any assets" is important to what we're discussing.

i agree, but to me it merely means that if Michael should decide to sell the catalogue or portions of it, 5% of the proceeds from sale should go to the law firm.

Imagen wrote:A couple of months later (in January 1994) there was a supplement agreement sent from Branca's firm to Michael - I quoted from this in the earlier post too. Additional services from the firm and additional monies due to the firm were added to the original agreement.

this could mean that Michael entered into other businesses that he wanted the law firm to also handle for him.

Imagen wrote:In another post I mentioned letters that were written to $ony ATV and Warners, which said that although they were authorized to pay monies to Michael, they were to forward 5% of these monies to Branca's firm. And the word "irrevocably" was used in both cases:

i think this one could mean that because Michael had some loans with $ony, $ony could choose not to give Michael his dividends and instead use them to offset his loans. the letter you're citing would then be necessary so that that 5% is left intact for the law firm because they own 5%. (see? i'm always going there Smile

Imagen wrote:Various articles refer to the 5% in different ways - an ownership, a stake, an equity, an interest, a share, etc., in $ony ATV. They can be confusing and definitely misleading and sometimes just plain wrong

but short of an actual contract, these are my only sources, and all of them did use those words. they did not issue erratums or otherwise correct their reports. not one among them reported it as a RIGHT to receive 5% commission for as long as Michael chooses not to buy it back. i have also searched google for "equity interest" and all websites that showed up interpreted equity interest the same way. wiki, however, clarifies:

"In accounting and finance, equity is the residual claim or interest of the most junior class of investors in assets, after all liabilities are paid. Ownership equity is the last or residual claim against assets, paid only after all other creditors are paid. In such cases where even creditors could not get enough money to pay their bills, nothing is left over to reimburse owners' equity. Thus owners' equity is reduced to zero. Ownership equity is also known as risk capital or liable capital."

so this tells me why Branca is not actually called co-owner, but instead all those other terms the articles use. it's because the 5% is too small for them to be called co-owners, and they are not entitled to GROSS monies (which in contrast, were the terms of the 1993 contract).

Imagen wrote:During the term of our engagement, we shall receive five percent (5%) of any gross monies actually received by you ...

with regard to your addendum, i agree with your interpretation about the law firm acknowledging $ony's right to purchase a portion of Michael's share, but i understand it to mean up to half of Michael's half - 50% of his 50% share. he cannot be fully bought out. this seemed to be a condition of the 2006 refinancing. in my previous post where i quoted Back, he did say that Michael had that right to purchase $ony. but i guess with all the broke reports being bandied about, that right became moot (if back was correct, at all). back has also been talking about "friends from all corners of the world" who were rumored to come and "save the day." it could be interpreted to mean that Michael, if push came to shove, was considering the option of selling his share to his Middle Eastern friends, with whom he sought refuge after the trial. either that, or he was partnering with his ME friends to buy out $ony. that would have been scary for $ony. i have a friend with whom i've been discussing Back's posts for years now, and she thinks Michael never intended to sell - and i agree with her. floating that rumor around, though, probably made $ony rethink its plan.

also, as Back said, if $ony bought half of his half, $ony wouldn't have had the money for those 2 acquisitions - Famous and Viacom, i think. he said Michael wouldn't have sold half of his half for less than a billion, and that would drain $ony's expendable capital.

here's more of back's posts:

July 2006

"whether it's 5 - 10 - or 25%, it makes no difference about the ins and outs of partial collateral, because partial DOES NOT suit their intentions and interests. they want the whole enchilada. But guess what - "THEY AIN'T GONNA GET IT.""

around the same time:

"as previously stated, options at certain points prove themselves to be nothing more than smoke and mirrors. Follow the dots on what has happened the last few months. Expendable capital and profits are being used to do what it should be used for - to expand and build. Exercise one of those "smoke and mirror" multiple choices and you're looking for a setback. Like I said, view it as a protective barrier after being "spooked" over someone else's stepping in to, as they'd view it, save the day. That's all!"



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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Sun Feb 17, 2013 3:11 pm

Hi MJNotes. Same here... real life.

Thanks for quoting more of back's comments. They do provide a lot of rare insight, which most "articles" about MJ and his finances don't. Articles rarely give credit to Michael's business savvy, instead they give the opposite impression. That's not to say MJ didn't have cash flow problems (or that he didn't have to fight battles involving people after his money in a multitude of court cases).

There have been many articles that have talked about this 5% and from these articles it can be interpreted that Branca (and his firm) did own 5% of $ony ATV. Whether or not the articles were intentionally worded in a certain way to lead to the interpretation that Branca (and his firm) "owned" 5% of $ony ATV (and I suspect that was the intention in some cases), that interpretation is wrong. I used to have that impression too but the letters I've quoted from clearly state what the 5% represents and it is not a 5% ownership in $ony ATV.

The $ony ATV agreement was between Michael and $ony Music and no one else. It was 50/50.

The 5% was an arrangement between Michael and Branca (and his firm). That is a very different thing from a 5% ownership in $ony ATV.

With regard to Michael's publishing interests, the 5% fee arrangement between Michael and Branca's firm was "irrevocable" and it is how Michael was tied to Branca's firm, even after Branca was fired in 2003. The 5% arrangement between Michael and Branca's firm was a complication (for Michael) when Michael's publishing assets were the subject of any financial deals or arrangements.

Everything we've read from articles does suggest $ony eventually had the upper hand in the Michael/$ony arrangement. Back’s comments and the letters I’ve been quoting from are a couple of things that tell a different story.

Now I even have a very different picture of the 25%. For example, it has been said that $ony didn't want to purchase Michael's 25% because his fans would have been upset. I think this is also a lot of baloney. Wink


Last edited by Imagen on Tue Feb 19, 2013 1:20 pm; edited 1 time in total
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Tue Feb 19, 2013 11:47 am

i am reminded of what Raymone Bain said about Michael telling her that as his official spokesperson, she could talk about anything except his children and his finances. supposedly, he said, "Let them think i'm broke." that is a loaded statement. Wink he was putting up businesses even when they were saying he was broke.

and you're right about Back. i relied on him for much of my understanding of $ony-ATV back in 09. unfortunately, some of his posts that i quoted here seemed to point to $ony having the upper hand starting from the refinancing in 2006. still, he was confident that $ony could not buy any portion of his share, for reasons he also stated and which i quoted in my previous posts, and what he said came true.

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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Tue Feb 19, 2013 12:28 pm

Good point about the MJ quote - further confirmation that what we are led to believe by "articles" is spun a certain way, and who would have released some of the financial info? I'm betting it wasn't Michael. I'm thinking what was released was designed to be spun a certain way deliberately. Anything anti-Michael served someone's agenda, including misleading financial info.
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Tue Feb 19, 2013 1:14 pm

but what else is new? media has been hating on him for a very long time. Diane Dimond exists primarily for that. Nancy Grace, Roger Friedman, they're the experts on negative Michael spin.

as for the articles and book i linked to, i was not really concerned about "slant". i was more concerned about getting the story, or details of the story. and i presumed research was done before those stories were printed. but after all this time, it doesn't really matter anymore. the important thing is that Michael currently has a full 50% share of the catalogue.

but Back believed there was a conspiracy. he said that the long, elaborate planning for Michael's "execution" ran for 2 decades - and he was referring to more than just media. about the accusations, he said evil goes for the jugular. and in his case, they used Michael's ultimate strength - love, especially for children, to "formulate perhaps the most wickedly contrived fiction in history."

the fans are another story. i just can't believe those who say, "yes, the Ca$cio tracks are fake, but move on!" i believe there are plants in the fan community. i am wary of even some so-called vindication blogs.
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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Tue Feb 19, 2013 1:32 pm

I believe Back about the "ran for over 2 decades." Wonder who Back is?

Definitely wasn't just the media. The campaign against Michael was on several levels don't you think? With one of those being because of his music publishing.

Agree with your last paragraph. Some fan sites have been compromised by the association with the estate and its PR firm. The vindicate sites have done good work too though, but they stick with the status quo and so their questioning stops at a certain point. Some will question AEG, some will question Tohme, MJ's doctors, family members, etc, etc, but when it comes to the estate executors and their lawyers, they stop. It's odd.
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Re: The Sad Story of Michael's Album "Invincible"

Post  @B__Marco on Thu Feb 21, 2013 8:41 pm

Imagen wrote:I believe Back about the "ran for over 2 decades." Wonder who Back is?

Definitely wasn't just the media. The campaign against Michael was on several levels don't you think? With one of those being because of his music publishing.

Agree with your last paragraph. Some fan sites have been compromised by the association with the estate and its PR firm. The vindicate sites have done good work too though, but they stick with the status quo and so their questioning stops at a certain point. Some will question AEG, some will question Tohme, MJ's doctors, family members, etc, etc, but when it comes to the estate executors and their lawyers, they stop. It's odd.

Is that the way because they want Branca come out clean of the mess moving the attention on others by making others look the only ones guilty ?
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Fri Feb 22, 2013 2:38 am

one really has to wonder about agenda, if they are all too eager to blame everyone or cast suspicions on them, but never question the Estate and its decisions, such as the Ca$cio tracks and the Bush signature fiasco. these are major boo-boo's, and have everything to do with legacy. and yet it's very hard for me to understand why despite the statements of signature authenticators, the Estate did not initiate investigations.

some fans don't look out for Michael. they say 'maybe it's like this,' 'maybe it's like that,' giving the suspected culprits the benefit of the doubt. they side with AEG in the lawsuit filed by Katherine, and say Katherine is being merely greedy. they act as if they know Katherine's true nature and Michael, her own son, did not. it's really so ridiculous, all this hating on the family. at the same time, there are those who say, "Michael would never do that" as in the case of Prince going on ET, blah blah. who knows for sure what Michael would have wanted?

they also laughed at Randy when he said something about their history being destroyed or something like that, referring to the Julien's - Bush auction. but isn't it true that some of the auction items came from the The Jacksons era, where Randy was officially a member? isn't it true that Michael started with the (Michael's surname) 5? for sure, he has always been the star. but the (Michael's surname) 5 was part of his history.

i have to admit, though, that some of the family's decisions and actions are a puzzle to me. like Joe partnering with Dieter, Katherine asking for Schaffel to interview her for that docu, LaToya supposedly being friendly with Victor Gutierrez. but i reserve judgments out of respect for Michael and in consideration of the possibility that things are going on behind the scenes that i don't know about.

this issue with TJ and the 9k allowance, i say go for it, TJ! why should it be just Branca lining his pockets with Michael's money? maybe this is not a popular reaction; i've seen angry TJ tweets on twitter. and i have to admit that i don't know how much of TJ's time is spent on his co-guardianship duties. but if these duties prevent him from engaging in a regular job to feed his family, then by all means, give him that allowance!

LOL i'm sorry, this thread has been branching out into other diverse issues.

as for who Back could be, i don't know. i edit what i said before that it could have been Michael because i now remember that Back came back to post after Michael left. he was defensive of the family, and especially of Katherine. but i don't think he was a sibling.
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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Tue Feb 26, 2013 11:02 am

Marco - sure seems that way. MJnotes - there are others like Back too. @MJ'sVoice is another one (although I think that's more than one person). I wish they would speak out more but I'm not surprised they don't.

In the chapter notes of his book Sullivan says that Mike Sitrick (PR firm) was already speaking for Branca on the day the Will surfaced. I think the estate's PR has done a great job of manipulating the fan community especially.



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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Thu Feb 28, 2013 3:15 am

i tried to look up MJ's Voice but the account i found was of the Latina girl. i wanted to get a feel of what they're saying. personally, though, i don't trust the latecomers who make themselves out as insiders - at least those that i have personally read. there was a time when they were a dime a dozen, but it seems the fans have grown tired of them. they try to cover up their lack of real knowledge by being cryptic. Michael seemed to have a real twitter account back then, though. it seemed to be new, with just a very few tweets, and his last was either June 23 or 24 AM, 2009. just about rehearsals, and then i think there was one for 3T.

Back, on the other hand, has been tweeting since during the trial in 2005, SOTT in 2001-2002. there were some controversial posts that seemed to point to a different future scenario, and i'll post one from "A Beautiful Mind" - just for entertainment purposes.

Abeautifulmind
"Jun 15 2005, 11:02 AM

1.) Mr. Michael needs rest, relaxation, and more rest to even BEGIN to recover from the cruel process he was mercilessly put through.

2.) Mr. Michael, as Mr. Mesereau pointed out last night, is a very creative soul. He will continue to express himself musically but I assure of this: Fans and family members are in for a very rude awakening down the road. The world will not be prepared for what is coming.

There will be NO RETIREMENT"



the "Mr Michael" was actually his surname, but as i said previously, the forum won't let me use his surname.
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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Thu Feb 28, 2013 10:34 am

I like the sound of Abeautifulmind too. Smile

Time and time again the general media has proven it cannot be trusted when reporting on anything to do with MJ and yet it seems some still trust it and never get tired of it. Back, Abeautifulmind and MJsVoice are alternative voices. Cryptic or not, I think these alternative voices are worth listening to. Not everyone who was around MJ will know everything but there were more people in MJ's life than just the ones we know about through "the media".
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Wed Mar 06, 2013 12:02 pm

hi to those who read this thread sunny

feeling frustrated tonight, as justice seems so elusive. i'm glad Mrs J's case is going forward. Fan comments and opinions depend on which side they're on. and the Estate's PR people masquerading as fans are at work trying to make this look like Katherine's case is all about money.

but there are still many unanswered questions. don't know what to think of Klein. he sounds loony, but he mentioned the Private Bank of California again, in relation to Branca and his bankruptcy case. there's Peter Lopez, why he was fired before the O2 announcement, and his mysterious death.

and then there's Tohme. despite his having been fired in May 09, he was still credited in TII as Michael's Personal Manager...

i wish Jermaine and LaToya would make good on their assurances that the truth about Michael's death will come out in the end.

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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Thu Mar 07, 2013 2:28 pm

Hi MJnotes. Feeling your frustration. It's not about money. It's unbelievably cruel that people say it is. KJ wants answers and so do PPB. She is his mother and they're his children for goodness sake. They want to know what happened. It's that simple. The civil case is the only way open to them to have what happened in the lead up to that last day investigated. Something was going on. The emails that have been released are proof of that and for sure the family already knows a lot more than we do about what went on.

I've been following what Klein has to say too. Something is definitely wrong there. There may be some truth to what he's saying and there may be people who tried to harm him in the past and are trying to do him harm now or at least shut him down. Unfortunately he blew much of his credibility when he supported that shameful Pfeiffer article crap and he did that all by himself.
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Fri Mar 08, 2013 12:41 am

hi Imagen Smile

it's almost as if everyone involved in this saga has his own agenda. including some fans. so this rant is about them pig .

to some degree, i can understand why some would not be fond of the Jacksons, but to spew hate with every line they write and make it an organized effort to discourage support for them in any way, is truly mind-boggling. i can't reconcile professions of love for Michael with abuse of his family in the same breath. how can they think Michael would appreciate what they're doing? how would they feel if their own families were maligned in the very same fashion? Sad if they were killed under the same suspicious circumstances, wouldn't they want their families to seek justice for them as well?

it's a perception battle, and of course the side with the $$$ is able to pay more disciples. pirat i don't believe none of these fake fans get paid for what they do. otherwise, why waste so much energy on making the Jacksons look bad? they are soooooooooo predictable in their reactions to gossip. they talk like they are actual witnesses to the long history of the Jacksons. fact is, they're (me, too) strangers to this family.

i can almost imagine the virtual partying that would go on IF Katherine loses the battle with AEG.
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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Fri Mar 08, 2013 3:34 am

Hiya *waves*. Rant away. Smile

I agree. Like you said, there's PR, perception and maybe some peer pressure involved too with the hateful comments. Lots of p's there. Lol.

"i can't reconcile professions of love for Michael with abuse of his family in the same breath." - Yeah, some people have surprised me.

Have had lots of thoughts about the subject. Been sitting here for ages typing things out and then deleting them. Got myself worked up and then it fizzled out. I'm worn out now. tongue

In the end, if people use their own brain, they'll recognize what's "nice" and what isn't and I think most people do, even when they're joining in the hate for whatever reason. Those hateful comments stand out like dogs' doovies - could be another reason why they're made. Again, like you said, people have to think how they'd feel if those comments were directed at their family or themselves.
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Re: The Sad Story of Michael's Album "Invincible"

Post  @B__Marco on Sun Mar 10, 2013 11:17 am

Imagen wrote:Hiya *waves*. Rant away. Smile

I agree. Like you said, there's PR, perception and maybe some peer pressure involved too with the hateful comments. Lots of p's there. Lol.

"i can't reconcile professions of love for Michael with abuse of his family in the same breath." - Yeah, some people have surprised me.

Have had lots of thoughts about the subject. Been sitting here for ages typing things out and then deleting them. Got myself worked up and then it fizzled out. I'm worn out now. tongue

In the end, if people use their own brain, they'll recognize what's "nice" and what isn't and I think most people do, even when they're joining in the hate for whatever reason. Those hateful comments stand out like dogs' doovies - could be another reason why they're made. Again, like you said, people have to think how they'd feel if those comments were directed at their family or themselves.

I so agree that ppl should stop being so harsh and mean to the Family.
I would like to add that I believe that, even if ppl agree or not , to what the Family decide to grant to Paris, Prince and Blanket for their lives, ppl and fans should stay away from it.

How many of us would like to have ppl interfering with our Family relationships and decisions ?

It is not about what MJ may or may have not wanted.....We should have seen how MJ would have acted with grown up kids...we do not know...

It is about what the children dream and wish about for their future, under the guidance of their Family, the Michael Family. Mistakes would or would not be made.
How many mistakes and bad choices do we make in life ?
Do we always listen to what our parents suggest ?
Do we make our own choices keeping in mind the basic values (love and respect to others) that our parents give us ?
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Re: The Sad Story of Michael's Album "Invincible"

Post  MJnotes on Wed Mar 13, 2013 12:30 am

hello! i visited twitter and i am seeing a few pro-Estate and pro-Jacksons people having a go at each other. i am not a twitter pro, but can someone tell me the rationale behind following people who you very well know stand on the other side of the fence? if you're a Jacksons supporter, why follow people that are obviously pro-Branca? why does one follow them and aggravate themselves by having those negative tweets on their timelines? and then they erupt, retweet the hateful tweets and get stressed out? i don't understand!

Imagen, i've also been "pondering" on the fans and why we take such diverse positions on every Michael issue. i have long been observing this phenomenon especially at a large forum, and it's really quite complicated, i think. i think there are those who are simply naive and do not look beyond the surface. some are swayed by powerful voices in the fan community. someone arrives and initially gives the impression of objectivity, but by the time their true colors show, they have already "impressed" some people enough to believe everything they say. there are other reasons, i'm sure, and i think that partly, it's also a product of where one, as a person, is coming from. FAMILY, for instance, ranks on top of my value list, and i'd like to believe that though the Jacksons had their spats and misunderstandings, they made up every time and they supported each other when the chips are down. Jermaine has been bashed for Word to the Badd, which i don't condone. but it's a past issue and the brothers have MADE UP. some fans refuse to see this. fact is, Jermaine introduced Michael to the Prince of Bahrain and facilitated Michael's stay in Bahrain. Jermaine also introduced Tohme to Michael. granted, the results are not positive - but my point is just that they have made up and Michael has been heeding Jermaine's advice many years after WTTB. it's not as if Word to the Badd was still an issue in June of 2009...

i mentioned previously that even i don't understand some of the family's actions. but until the light of truth shines and all the smoke clears, i will continue to give them the benefit of the doubt.

and i agree with Retired. in Prince's case, i think that he will do what he wants to do, just as Paris has been doing. from a young age, Michael has been training him and didn't he even hire a director at one point to actually teach Prince the basics of film-making? i'm not sure if i actually read that or if i dreamed it. it's not for fans to decide when the right time is for Prince to start acting on his dreams. and as i previously mentioned on here, too, nobody knows for sure what Michael would do or say in this instance. for all we know, he might get excited, too, and give Prince his approval. if we take a look back at the Barbara Walters interview in 1997, he did say that if any of his children decide that they want to take the show biz direction, he will first tell them the down sides, and if they still insist, he would say, "Go! just do it better than i did." that's a father who wouldn't stand in the way of his children's dreams.

why couldn't we just be happy that Prince does not want to merely rely on his inheritance? he's set up for life, but he wants to work, too! and that makes me admire him. as Michael said, "The person who works should eat. It's that simple."

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Re: The Sad Story of Michael's Album "Invincible"

Post  Imagen on Fri Mar 15, 2013 1:03 pm

What's going on in the fan community is very complicated. It really is a mirror of what went on around Michael during his lifetime when you think about it.
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