Paul B. Ungar, Esq.
Attorney At Law
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Home My Work Clients My Articles Contact Mediating the Greed
Game This is
a Commentary written by me and first published in the October 6, 1984 issue
of Billboard Magazine (and is reprinted with their kind permission) and, as
they say, it is based upon a true incident, with only the names changed to
protect the ridiculous. According to my wife, one of her closest friends and
confidants read it back then and decided I was OK – even for a lawyer
– and told her that it was therefore cool for her to marry me (which
she did about seven months later). And according my second law boss –
who is still one of my best friends - it helped me get the gig with him when
I included a copy with my resume. And even though I wrote it over 20 years
ago, please decide for yourself whether or not it still rings true (Quick:
Who said: "The more things change, the more they stay the same"
?*): Mediating the Greed Game To those who might engage the services of a
lawyer for the purpose of negotiating entertainment industry contracts,
permit me to spin a tale which illustrates how not to use an attorney while
simultaneously increasing the client's legal costs by quantum proportions: Enter Mr. Producer, Ms. Artist and my client,
Mr. Megabucks. Producer had introduced Artist to Megabucks at a party, and
their vibes were immediate and wonderful. Megabucks thus decided to invest
his hard currency in a dream combining Artist's talent and Producer's
creativity. Off they traipse to a studio, where Producer merrily spends
Megabucks' money recording Artist's tunes. The three agree that Megabucks would get back
his investment from initial earnings, and thereafter each party would receive
a one-third share of net recording and publishing revenues. Megabucks and
Producer were to form a record label/publishing company and sign Artist as
their first act. At Megabucks suggestion, they have now come to
my law office for a consultation on a summer's Friday afternoon. I review
their proposal with but minor comment, and compliment the sense of fairness
each has maintained despite their years of collective dues paying. At their
request, I agree to draft the necessary paperwork for a set fee. I send them home to enjoy the weekend and to
bask in peace and harmony, reminding them to pick up the contracts on
Tuesday. I ride into the On Monday morning my secretary bursts ashened
into my private chambers as I'm about to scribe the deal. Megabucks and
Artist are outside insisting that I see them without an appointment. Methinks
it must be serious, so in they are shown. It seems they've had a tiff with Producer,
which has disturbed their weekend bliss. He has demanded Artist's management,
the accompanying 25% commission of Artist's gross income, and additional 10%
of Artist's gross as a finder's fee and, of course, his one-third net share
of recording and publishing monies. Megabucks and Artist now inquire whether my After more meetings Tuesday, Wednesday and
Thursday, the other lawyers and I finalize a series of agreements between our
respective clients. The combined effect of these agreements is nearly
identical to the clients' proposal of last Friday. Equity has prevailed, but with a slight
addition: some 20-extra hours of billed negotiation time for each of the
three parties – so make that an extra 60 hours. I hand my invoice to
Megabucks and he contemplates another contract – this one on the lawyers'
lives. What caused these characters to spend eight or
nine times more than they should have for legal services? Instead of having
an attorney merely review and draft a proposal which they negotiated
themselves using their business experience, they decided to play The Greed
Game. It is a game which inevitably concerns two basic issues: the division
of net profits, and creative control, as evidenced in this case primarily by
the dispute over management. But these issues are not legal issues and are not
necessarily handled best by attorneys. Before I'm tarred and feathered by my
brothers and sisters at law, I suggest that the client consult with an
entertainment attorney if unsure of reasonable industry parameters or of what
options are available.** However, the decision of whether to haggle or
walk from the deal is ultimately the client's. It is best based upon the
attorney's advice and the client's own gut perceptions of his or her proposed
associates. So like every good fable, my story ends with a
simple moral: Use your lawyer efficiently to negotiate the many other
non-Greed Game issues which arise in entertainment contracts such as
accounting procedures, royalty calculations, indemnification,
cross-collateralization, marketing restrictions, etc. There's more than
enough legal work involved to keep the gas tank full in his or her BMW. Play the Greed Game if you so desire, but
don't play in your counselor's office, lest the final score be: Lawyer wins, You lose. ______________________________________________________ *According
to Google (which -
parenthetically - didn't exist in 1984 and because of which today
– parenthetically - it took
me about 5 seconds to find the following tidbit…whereas back then, I
probably would've had to go to a (GASP!) Library and spend some time actually
looking this up in a (GASP!) Book….all of which definitely would've
taken me more than 5 seconds….): THE MORE THINGS CHANGE, THE MORE THEY
STAY THE SAME – "Nothing changes too much. The proverb is of
French origin and was used by the French novelist Alphonse Karr (1808-90). It
also appears in George Bernard Shaw's 'Revolutionist's Handbook' (1903).
Listed in the 1946 'Macmillan (Home) Book of Proverbs, Maxims and Familiar
Phrases' by **Especially
today in the New Millennium where the entertainment biz is changing –
literally – day-by-day. -
Paul B. Ungar, Esq. Home My Work Clients My Articles Contact Page
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