The above excerpt represents the beginning of Jackson’s Invincible album promotion that meant the opening of the poisonous Pandora’s box between Sony Music and Michael Jackson Corp.
- An amendment in Sony ATV Operating Agreement dated 2000 related to section 7.9, the Put Option. The value has been increased by 45 million dollars, bringing the new loan facility with Bank Of America to 185 million dollars, and it states that if MJ had delivered the new album by June 2001, the loan raises to 200 million dollars.
While analyzing this document, it comes clear that Michael Jackson’s recording artist contract undergone several modifications after 1991. You can read in full here on the blog dedicated page.
The below screenshot is from journalist Zack O’Malley Greenburg book:
Greensburg implies Michael took his time to release the album because he thought his contract with Sony was on his way to expire. But between MJ and Sony, there was a group of companies all linked together through the Joint & Venture set up in 1991, which included an exclusive distribution agreement of his catalog and Sony/ATV set up in 1995. Moral of the story: around 2000, MJ learned that due to the fine print and various review of contract clauses, the date his licenses were to be reverted to him proved to be many years away, apparently, in July of 2009. In short, he would not get the distribution of his catalog that would allow him to promote his old material how he liked and prevent Sony from getting their cut the profit. Michael said he had never been informed about these added clauses.
And to make the matter worse, Sony began to limit Michael creative control over the production, promotion, and budget; something never happened before, or at least not so blatantly. And Michael could not obtain the advance he required against future sales.
MJ and Branca had a short business separation, about three years, be back working together in 1993. In court documents, I found the amendments list of MJ’s contracts with Sony, and I noticed that after 1994 there is another amendment to his recording agreement in 1995 and another one in 1996. Mr. Branca’s services were back into force at that time. How not pay attention to such crucial matter while examining the documents for the constitution of Sony/ATV? Also, inside the documents related to their employment relationships final closure in 2006, I found the list of all the contents of the MIJAC catalog administered by Branca’s law firm, regularly issuing distribution licenses at Sony request. I could easily dismiss Mr. Branca’s work by stating that he is a distracted lawyer, a lousy lawyer. Still, he’s known as one of the brighter and smart lawyers of the entertainment industry. It feels a sort of intentional careless towards his client.
Coming back to mid-2001, news of MJ recording a new album it spread around the world along with the low blows that Sony lashed against Michael Jackson project behind the scene.
The first example of artist control limitation was Unbreakable that MJ wanted as first release single supported by a spectacular short film. But Sony Music said “NO” and told him that the first single to be released would have to be You Rock My World. Michael never used on being told NO, but his hands were tied. He had to rush the concept for the video clip of “You Rock My World” sort out the production.
I want to bring attention to a specific document dated July 15th, 2001, which is one of the many amendments to the original agreement between Sony Music and Michael Jackson companies. Keep in mind that everything is heading to the original CBS recording artist and the relevant changes and renewal – and the joint-venture between them dated January 01st, 1991.
- It resolves an issue related to the Foreign Royalty. The agreement states that upon the release of the studio album (which I assume it would have been Invincible) and any re-issued version of the catalog controlled by the Jackson Recordings Division (audios, phonograph records) derived from master recordings, the royalties percentage was increased from 23% to 25% with effect from January 01st, 2002. In a few words, there was a rise in royalties rate outside the USA.
MJ knew very well that his sales were good worldwide except the USA. And for a guy targeted by the press as ruined and irreversibly in debt with his record company, it was not such lousy move renegotiate his foreign percentage. It shows he was very much aware of the leverage he had on Sony, and he used it for his benefit.
- There was a partial audit settlement: Sony Music recognized and accredited $3 million to MJJP’s royalty account. The audit period in controversy was through December 31st, 1999, and there was still pending other claims on Sony Music for the wrong payment of mechanical royalties.
- MJ returned the equipment listed under the “End User Sales Agreement” dated August 20th, 1995, and Sony had to accredit $300,000 to MJJP’s royalties account.
- There was another change in the definitions of the MJ Recording Agreement.
As already mentioned, the MJ recording artist agreement is always sealed, which doesn’t surprise me given the sensible and reserved content. I was still able to understand how the changes evolved, thanks to the many excerpts found in the testimonies exhibit. But I want to emphasize that pieces of the puzzle are missing. And mine is logical speculation reinforced by having read court documents and many books talking about the music industry business commenting on some of the definitions of his agreement with Sony.
So, it can be confirmed that – just before the release of Invincible – MJ expressed the desire to end the recording contract with them and no longer produce albums under the Sony label. The return of the equipment is an excellent reason to support this idea.
Michael Jackson’s decision to leave Sony Music, and taking his profits with him, would have been an economic disaster for an already in dire straits company as it was Sony at that time. (who ‘s willing to read Sony financial conditions at that time can read the links about Sony at the bottom of this article). That’s the only rational reason for Sony’s to sabotage the Invincible promotion. They initiated the friction and manipulated the situation and public perception to make MJ look like a problematic artist, so when his contract was fulfilled, no other label would pick him up. If that happened, he would have had three options: renegotiate a deal with Sony, sell his catalog or retire. And they were banking on the middle one. If MJ could not earn enough royalties, he would have had severe trouble with Bank of America, and consequently, it would have further problems finding other sources of loan investments.
Another unusual setback was “You rock my world” leak to two US radio stations. The song was played on August 17th, by both stations every two hours. The day after Jackson’s record label, Epic Records called the program director Frankie Blue and asked him to stop. Blue, never said how he got the single. Rumors say that the entire album was leaked and available on the Sony Russian website over a month before the official worldwide release, but it cannot be verified.
And on August 20th, an amendment to section 7.9 of the Sony ATV Operational agreement postponing the album release date.
Meanwhile, MJ started the album promotion.
Opening up the NASDAQ stock market.
At the Metropolitan Opera House in New York appeared on stage as part of ‘NSync’s performance of the song “Pop” within the MTV Video Music.
Then the Michael Jackson: 30th Anniversary Celebration memorable shows at Madison Square Garden. On November 13, the show collected an 18 percent share of the TV audience. The show drew a record of 25.7 million USA viewers on CBS, and You Rock My World bang the US Billboard Charts at #10 – without been available commercially jet.
During the same period, MJ recorded the single What More Can I Give to raise money for the victims’ families and survivors of the terrorist attacks in New York. At the time of the attack, MJ stated that he hoped to raise $50 million for those affected and that that the recording would be released as soon as possible. The song failed to gain an official release for reasons that surely are NOT what media, producers, and Sony told at that time. Later different allegations arose as to who was to blame, which will be detailed later on this site.
What transpired publicly was CBS taking action to Jackson’s representatives to force ABC to remove MJ’s performance on the benefit show United We Stand to protect their exclusivity agreement for the upcoming special drawn from the 30th-anniversary concerts to be broadcasted on their channel.
In substance, they made an issue for the participation to a single charity show, because of an they show to be released ten days later.
CBS feared a risk of overexposing that might compromise a special? Hey….they were talking of Michael Jackson, a man who had his image overexposed since he was five, and people never got tired to see it.
One thing that is already certain was ABC had to condense the show. The much advertised Jackson’s solo performance of Man in the Mirror was removed and during the television broadcast, there was no mention of Jackson’s name, and he was never featured in the foreground. No footage of Man in the Mirror performance was released, and limited photos exist. But the full concert was broadcast live on National Radios in the United States.
Originally Michael performed two songs; “What more can I give” and “Man in the mirror.” After listening to the performance, the Radio DJ’s proclaimed themselves fans and apologized for any MJ jokes in the past. You can listen to the audio of “Man in the Mirror”:
But there is more; MEDIA demolished the show for the many technical problems. And who got the fault? Michael Jackson, naturally! The concert has been called “The worst benefit concert ever, describing all the “horrors” that happened during the broadcast, and some journalists had the gut to claim that Jackson did not want to be broadcasted because he did not get paid for it.
Finally, on October 29th, (30th, for the USA), Michael Jackson’s “Invincible” had officially been released. The album was available in five different colors covers for a limited time.
MJ went to New York for the Time Square Virgin Mega Event: fans gathered in the streets surrounding the Virgin Megastore. And although critic reviews were not enthusiastic on November 11th, figures revealed that Invincible had sold 4.4 million copies worldwide.
In the wake of September 11, Michael had decided to release the song Cry as the second single worldwide. Again there were issues with creative control, and Sony denied Michael the video clip he wanted. Michael refused to be in the video clip, the song was released in December and was a monumental failure in the charts.
The third single Butterflies, without video clip or single release in the US, was, however a hit, even with the little promotion the album received. The song made it to the no.1 position on the R & B billboard charts, and no—16 on the hot 100. The release date was pushed back several times, as was the video clip, and then both were later abandoned. The news of this pushed the single out of the top 20, never to return.
During 2002, Michael Jackson was nominated in the category Best R&B/Soul Album, Male for Invincible at the 16th Annual Soul Train Music Awards, and was inducted into the Songwriters Hall of Fame. Michael also won three awards at the 33rd Annual NAACP Image Awards, which took place at the Universal Amphitheatre, Universal City, CA. But thanks to frivolous lawsuits like Myung-ho Lee running almost every day to the rags showing supposed loans, debts and unpaid pharmacy invoices or ex-wife Rowe going to a private judge to have her parental rights for the two children, his name was always in the lowlife gossip timelines, instead than be on magazines celebrating his artistic achievements.
On March 29th Michael Jackson made an exceptional live performance at the American Bandstand 50th Anniversary TV special.
Michael’s album, which had managed to debut at no.1, was losing ground fast and tension with Sony Music mounted. They refused to release What More Can I Give, and they set a miserable budget for the video of Unbreakable giving the work to director David Meyers. Michael was not satisfied with the project and decided to finance & produce the video by himself. Sony asked MJ to go on the world Tour to promote himself. But when he was about to start shooting the Unbreakable short film, Sony announced their decision to cease the promotion of Invincible. By the end of March, Sony Music deleted Michael Jackson album as it was not considered a priority only five months after its release.
April 21st, Michael Jackson performed “Dangerous” at the American Bandstand 50th Anniversary TV special in Pasadena, California. The show was aired on May 05th on the ABC network.
On 24th gave a rare performance to launch a campaign Democratic National Committee’s Every Vote Counts. An enthusiastic crowd greeted Jackson at the Apollo Theatre in Harlem, New York. The concert raised almost $3m for the Democratic National Committee.
On May 15, 2002, comes The Mirror with this HEADLINE:
IT’S WAR WORLD EXCLUSIVE: MICHAEL JACKSON BREAKS HIS SILENCE IN HIS FEUD WITH RECORD BOSS
And shortly after the news totally changed and culminated with Michael paraded in New York City and in London on a Double Decker holding up big posters with written “Sony Suck” and “Sony Kill The Music”.
From there, Media had gone crazy writing about everything they got on MJ/Sony subject without an ounce of a clue. They were just reporting the bullshit that “industry insiders” were referring to them. But this one is the Pearl of the 2002: Sony refused to renew Michael Jackson’s contract and spent 25 million promotional campaign; money that went up in smoke by MJ refusal to go on tour.
Even Michael Jackson own Estate appeared comfortable with the old gossip. And considering the inaccuracy of content in that specific document (the pre-trial memorandum on the case with IRS), I believe that this one, together with many others, has as a primary source the tabloid narratives.
Besides the fact that the “Invincible” album contains 16 songs and not 14, I find the comments concerning the sales untrue and tasteless. But what don’t you do to avoid paying taxes, huh?
Mr. Branca himself, contradicted the lame memorandum during his deposition of February 7, 2017
Here Mr. Branca omits the fact that MJ grown suspicious of him because his law firm was also giving service to Sony, and he did not even wait for the full results of an investigation to send him a termination letter on February 2nd, 2002 resulting in his resignation from the MJ/ATV Trust. However, he said the truth concerning Michael Jackson contract recording agreement.
Because of the 1991 Joint Venture that included the exclusive license for the distribution of Michael Jackson master’s recording, and all his intellectual property, Sony found his way to remained inseparable from his business. What was the catch? It might have been the thin print, or they cheated by slipping the expiring dates between one amendment and the other. In any case, only with November 2003 the terms changed, giving MJ the freedom he wanted. Mr. Branca also confirmed it:
Here there’s another interesting word which Sony loved at the Invincible time to defend their decision to put the word end to the album: advance…and how do generally work the “ADVANCES” in an exclusive recording contract with a records label? And how do they worked with the MJ/Sony Venturer?
Stay with me…
Sources:
- John Kellogg, Music Business Second Legal Aspects
- Digital Technology and the Allocation of Ownership in the Music Industry. The Centre for Market and Public Organisation 09/228, Department of Economics, University of Bristol.
- Transaction Costs Determinants of “Unfair” Contractual Arrangements. American, Economic Review, Klein B.
- https://futureofmusic.org/article/article/major-label-contract-clause-critique
- http://www.TeamMichael.com (Branca depositions)