Você está na página 1de 111

om

UNITED STATES TAX COURT - TRIAL

n.c
ESTATE (OF MICHAEL J. JACKSON DECEASED)
EXECUTORS: JOHN G. BRANCA. AND JOHN MCCLAIN

so
COMMISSIONER OF INTERNAL REVENUE (IRS)

February 6th 2017

ck
Presiding Judge Mark V. Holmes

lJa
Jacksons estate is represented by Avram Salkin, Charles Paul Rettig, Steven Richard Toscher, R
obert S. Horwitz, Edward M. Robbins Jr., Sharyn M. Fisk and Lacey E. Strachan of Hochman Sa
lkin Rettig Toscher & Perez PC, Paul Gordon Hoffman, Jeryll S. Cohen and Loretta Siciliano of
ae
Hoffman Sabban & Watenmaker and Howard L. Weitzman of Kinsella Weitzman Iser Kump &
Aldisert LLP.
The
ich
IRS is represented by its attorneys Donna F. Herbert, Malone Camp, Sebastian Voth, Jordan Mus
en and Laura Mullin.
..................................................................
mM

DIRECT EXAMINATION: HOWARD WEITZMAN

WITNESS: JOHN G BRANCA


(MICHAEL JACKSON ESTATE CO EXECUTOR)
a

Court Clerk: JOHN GREGORY BRANCA sworn in.


Te

A. I do. I do.
w.

Court Clerk: And will you please state your name and address for the record?

A. John Gregory Branca. Home or office address?


ww
om
Court Clerk: Business is fine.

n.c
A. 1801 Century Park West, Los Angeles, 90067.

so
Court Clerk: Thank you. You may be seated.

A. Thanks.

ck
Judge Holmes: Go ahead.

lJa
Mr Weitzman: Thank you.
Q. Mr. Branca, can you tell us briefly your educational background through law school,
summary fashion if it pleases The Court?
ae
A. Los Angeles City College, two years, Occidental College, graduated UCLA Law School.
ich

Q. And what year did you graduate UCLA? UCLA, that's the number two law school out here,
right?
mM

A. Some would take exception to that.

Q. Objection. Sorry.
a

A. 1975.
Te

Q. And did you go to practice law after that?


w.

A. Yes, I did.
ww
om
Q. And where did you first practice?

n.c
A. I spent a year at Kindel and Anderson downtown LA, four years at Hardee, Barovick,
Konecky, and Braun, and then I joined Ziffren and Brittenham.

Q. And at Hardee Barovick, did you work with David Braun?

so
A. Yes, I did.

ck
Q. Did you work in the music end of the law business?

lJa
A. Yes, I did.
ae
Q. Tell us what you did again kind of in summary form, please, with Mr. Braun.

A. I was a young lawyer. I worked on tour contracts, recording agreements, music publishing.
ich

Q. Any ... any musicians or people we would know that you worked on during that time ...
worked with?
mM

A. Sure. Bob Dylan, Neil Diamond, George Harrison, and I signed The Beach Boys in 1978.

Q. And did you sign The Beach Boys the group or Mr. Wilson?
a

A. Both, Brian Wilson and the Beach Boys.


Te

Q. And Mike Love, as well?


w.

A. No.
ww
om
Q. Okay. Because I kind of ... I kind of knew it was one or the other. I couldn't remember which
one. All right. And then you left Mr. Braun and went where?

n.c
A. I joined Ziffren Brittenham January of '81.

Q. Okay. Before you met Mr. Braun did you meet Michael Jackson?

so
A. I met Michael Jackson in January of 1980 with David Braun.

ck
Q. Okay. Tell us about that meeting.

lJa
A. Michael was either just turned 21 or turning 21. He wanted his own team independent of his
brothers and his family. He asked his accountant to set up meetings with several lawyers. We
were the first meeting, David Braun and me. It was set up by Michael's accountant, Michael
ae
Mesnick, who also was the accountant for The Beach Boys. And while in that meeting, I mean, if
you want me to elaborate, I think Michael and I had a comradery from the first meeting because
he sat in the meeting with this sunglasses on. And in the meeting he pulled his sunglasses down
ich
and he looked at me and he said, "Do I know you?"

Mr. Voth: Objection; hearsay.


mM

Judge Holmes: No statement implied. Overruled.

Mr. Weitzman:
Q. Go ahead, Mr. Branca.
a
Te

A. I said, "I don't think we've met, but I look forward to getting to know you better." And
Michael said, "Are you sure we haven't met?" And I said, "Michael, I think I would have
remembered it."
w.

Q. So you left Mr. Braun, move over to Ziffren and Brittenham. And did Michael Jackson move
over there with you?
ww
om
A. Yes, he did.

n.c
Q. And that was in I think you said 1980 or '81?

so
A. I met him in '80. I moved to Ziffren in '81.

Q. And, again, at Ziffren what kind of music ... what kind of practice did you specialize in?

ck
A. Specialized in the music business and the touring business.

lJa
Q. And in those early days at the Ziffren firm what musicians, preferably some we would
recognize, did you represent? ae
A. Well, we still ... we worked with Neil Diamond. I started representing Earth Wind and Fire
and then the Rolling Stones, Elton John, The Doors, a number ... Carlos Santana, a number of
ich
others.

Q. With respect to estates did you ever work with estates at or about that time period that is after
a performer had passed away?
mM

A. Well, if you're talking in the early 80s, I started representing The Doors which was the Jim
Morrison estate. But most of the estate work I started to do was a little later on.
a

Q. Well, just fast forward for that piece.


Te

A. Yeah. I worked with ...


w.

Q. What estate work and about when did the work occur and who did you represent?

Mr. Voth: Objection; compound, Your Honor.


ww
om
Judge Holmes: Rephrase.

n.c
Mr Weitzman: Yes, Your Honor.

so
Mr. Weitzman:
Q. Can you tell us what performers estates you represented?

ck
A. Kurt Cobain estate, Janis Joplin estate, Otis Redding estate, and probably others.

lJa
Q. Okay. And for ... during what years did you represent them?

A. In the 90s into the ... into the 2000s.


ae
Q. Okay. So moving back to Michael Jackson now, what was the first work you did that you can
recall for Michael Jackson?
ich

A. There were two things. I did a new affiliation agreement with BMI for public performance
royalties and I renegotiated his record contract with CBS Records, which is now known as Sony.
mM

Michael had recorded Off the Wall under a contract that covered his brothers as well himself and
he wanted his own contract. So we negotiated a con- ... I negotiated a contract for Michael
separately from his brothers.

Q. Now, BMI, what is BMI and what does the revenue stream constitute?
a
Te

A. BMI is ...

Mr. Voth: Objection; compound, Your Honor.


w.

Judge Holmes: What is BMI?


ww
om
A. Broadcast Music, Inc. It's one of the societies that collects the public performance of songs.
When songs are played in bars, restaurants, stadiums, Staple Center they get a license for the
right to play those songs. BMI collects those royalties.

n.c
Mr. Weitzman:
Q. And then does BMI distribute them to the performers?

so
A. Yes.

ck
Q. And ...

lJa
A. To the writers.

Q. To the writers. Right. So it's for publishing, not for recording?


ae
A. Correct.
ich

Q. As long as I'm on that, could you just tell us what the publishing part of the music business
refers to?
mM

A. Publishing is the ownership of the compositions, the songs. Sometimes they're owned by the
writer, sometimes the writer signs to a publishing company that helps exploit the songs. That's
different from the recordings which 74 is when you perform, when you record a song.
Sometimes an artist records his own songs, sometimes he records other people's songs.
a

Q. So if an artist ... if an artist recorded someone else's song, you would refer to the revenue
Te

stream ... or one of the revenue streams as coming from the masters?

A. That would be the recording performer, yes.


w.

Q. And if the ... if the performer wrote the song or part of it and sang the song, they would get a
revenue stream from the masters and from the publishing; is that correct?
ww
om
A. Yes. They're separate rights. Separate income streams.

n.c
Q. Okay. And, by the way, are those rights ever sold separately in the music business?

so
A. Yeah. I mean, most artists do not own their master recordings. That's unusual. They're usually
owned by a record company. With regard to compositions or songs it's all over the map. Some
writers own their songs, some don't.

ck
Q. Okay. And could people buy publishing and not own the masters?

lJa
A. Yes.

Q. Is that done often?


ae
A. Yes, absolutely.
ich

Q. Have you been involved in that with other clients, not Michael Jackson?
mM

A. Yeah. I've been involved in a number of music publishing sales or acquisitions.

Q. For performers we might recognize?


a

A. Yes.
Te

Q. Like who?
w.

A. I represented Berry Gordy in the sale of the Jobete catalog which was basically all the songs
that had been recorded from Motown Records ... Diana Ross, Smokey Robinson, Marvin Gaye,
Temps, Tops, Jackson 5 ... all owned by that company. I sold that company. The Rodgers and
Hammerstein organization I sold that. They owned all the great songs from the Rodgers and
ww
om
Hammerstein plays. Lieber and Stoller who had written close to 30 songs for Elvis Pressley plus
songs for the Platters, the Coasters. He also wrote "Stand By Me", one of the classics. I sold
copyrights for Maurice White of Earth Wind and Fire, Kurt Cobain, Steven Tyler of Aerosmith, a

n.c
number of others.

Q. Okay. And name and likeness did you ... did you include any of those when you sold all

so
those publishing catalogs?

A. When you're dealing with a recording the name and likeness is inherent in the right to the

ck
recording. In other words, if you had a song like "Billie Jean", you wouldn't expect the DJ to say
this is a song by an artist that comes from Gary, Indiana, that lived in Encino, and now lives at
Neverland. You'd say this is a song my Michael Jackson.

lJa
Q. Got it. So if someone controlled the masters and they distribute it, it could ... or sold it, I
guess, the artist could be identified and the owner of the masters wouldn't have to use ... wouldn't
have to own name and likeness; is that correct?
ae
A. Correct.
ich

Q. Okay. So when you started representing Michael, and you mentioned this was because he
was becoming a solo artist he wanted his own agreement, you negotiated a recording agreement
for him with ... with CBS, which is now Sony, correct?
mM

A. Correct.

Q. Okay. What does a recording contract or agreement consist of?


a
Te

A. The artist agrees to record a certain number of recordings. Back in the day they used to be
known as albums. And ...
w.

Q. Those days have long come and gone.


ww
om
A. Yeah. The recording company then has the right to market and exploit the recordings. They
usually pay in advance when an album is delivered and then they pay royalties from the sale of
those recordings.

n.c
Q. And when they pay in advance how does the record company get their money back from the
advance?

so
A. Out of the royalties earned by the artist from the sale of the recordings.

ck
Q. And does the artist have to pay it back before he or she collects the money or are there other
arrangements worked out sometimes?

lJa
A. No. Gen- ...

Mr. Voth: Objection; compound.


ae
ich
Judge Holmes: Overruled.

A. Generally, they have to recoup the advance out of earnings before they receive any more
earnings. They may deliver another album and get another advance, but they're not going to get
mM

royalties until the advances are recouped.

Q. And the royalties are separate from the advances and the obligation to recoup, correct?

Mr. Voth: Objection; leading.


a
Te

Judge Holmes: That one's sustained.


w.

Mr. Weitzman:
ww
om
Q. Can you distinguish for us the difference between the advance revenue stream and the
royalty?

n.c
A. The advance is an advance against the royalty so the advance is paid generally when the
masters are delivered. And then as they sell a certain amount of money is credited to the artist
which gets applied against the advance.

so
Q. And so who owned Michael Jackson's masters when you first renegotiated the recording
agreement with CBS?

ck
A. The record company did.

lJa
Q. That would be CBS?
ae
A. Yeah. Technically Epic Records, but it was part of CBS.
ich
Q. It was ... Epic was the label of CBS?

A. Correct.
mM

Q. And ... and had Michael started to write songs at that time?

A. Yes. He wrote three songs on Off the Wall and he had written songs for the Jacksons on one
or two other albums before Off the Wall.
a
Te

Q. So Michael owned those songs?

A. Yes.
w.

Mr. Voth: Objection; leading.


ww
om
Judge Holmes: Overruled.

n.c
Mr. Weitzman:
Q. And did he write some of the songs with others?

so
A. Michael ended up writing songs for others, but I don't believe in 1980 he had done that yet.

Q. And the ownership of those songs was referred to as owning your own publishing, correct?

ck
A. Correct.

lJa
Q. So after you renegotiated the BMI deal and the Epic label CBS deal, did you do ... not did
you, what's the next work you did for Michael that you can remember?
ae
A. Well, I mean, there were a number of things that, you know, I did for Michael. He would turn
to help getting his pinball machine fixed and that kind of thing. But in terms of serious, serious
ich
work ...

Q. Lawyer-like stuff.
mM

A. But that was important to Michael. The next ... the next project was Thriller. Michael went to
the studio with Quincy Jones and they started to record that album and, you know, that was the
next piece of work.
a

Q. And Michael wrote some songs on that album, didn't he?


Te

A. Yes, four. Four songs.


w.

Q. Do you remember what they were?

A. "The Girl is Mine", "Billie Jean", "Beat It", and "Want to be Starting Something".
ww
om
Q. And ... and at the time were entertainers creating as a marketing tool videos to be shown on
television?

n.c
A. It was a new sort of art form that rose with MTV and so, yes, that practice had begun.

so
Q. And did Michael do any videos for marketing purposes associated with the Thriller album?

ck
A. Yes. He did some of the greatest videos of all time.

lJa
Q. Okay. Do you remember, excluding Thriller for a moment, do you remember any of the
videos he did from that album that you just referenced?

A. From Thriller?
ae
Q. Yes.
ich

A. Yeah. He did "Billie Jean" the light up sidewalk, he did "Beat It" which was sort of a gang
fight, and then he did Thriller, which is widely considered the most important and the best short
film, as Michael would call it, of all time.
mM

Q. Who wrote the song "Thriller"?

A. Rod Temperton.
a
Te

Q. And Rod Temperton, therefore, controlled the publishing?

A. Yes, he did.
w.

Q. And how did the Thriller short film come about?


ww
om
A. Michael wanted to do something from the horror genre and he's seen the movie American
Werewolf in London directed by John Landis. So he asked us to get in touch with John Landis to
see if he'd be interested in directing the video. We did. He was interested and that's how it

n.c
started.

Q. And then were you involved in the process of creating ... helping create the Thriller short

so
film?

A. Yes. Videos at that time were costing about $50,000 and Michael and John Landis came in

ck
with a budget that exceeded a million dollars. If it recall it was a million-two. And the record
company was not prepared to fund it so I sat down with Michael and he said, "Branca, figure it
out. I'm doing this video." So I went to ... suggested that they do a long form making of Thriller,

lJa
which was a one-hour special, that we were able to get MTV and Showtime to buy and Vestron
Home Video to put out as a home video and we raised about a million-two.

Q. And so the video got made as we've all come ... well, most of us have all come to know it?
ae
A. Yeah, absolutely.
ich

Q. Were there any problems in getting the video released?


mM

A. Yes. Yes, there were. When the video was in the editing stage it was close to being completed
at the time Michael's mother was a member of Jehovah's Witness and Michael was a member.
And they went to him and they really read him the riot act and basically said that it promoted
demonology and this was not something he should be doing.
a

Q. But you mean his mother and/or some representatives from the Jehovah's Witness Church?
Te

A. Correct. The Jehovah's Witnesses. So Michael called me up and he asked me to get the
canisters, the actual physical negatives, of the video and get them in my office, which I did. And
he told me to destroy them.
w.

Q. I'm going to assume they weren't destroyed so what happened?


ww
om
A. That's correct. We had a series of conversations. Michael was distraught. He was a very
conscientious person, very moral and he really thought about this. And so I waited each day

n.c
when he would call to ask if I'd done it yet, which, of course, I could ... I would never do that.
And finally we discussed ... I had an idea. I told him that I'd been a fan of Bela Lugosi as a kid
who played Dracula. I told him Bela Lugosi was a very religious man and that there was a
disclaimer on Bela Lugosi's movies. Why don't we put a disclaimer at the beginning of Thriller

so
that said it does not reflect your personal beliefs? Michael said, "Great. Let's do that." And if you
ever see the video you see the disclaimer at the beginning. It went out, the album sold a million
copies the following week.

ck
Q. You know, I've never seen a disclaimer on Bela Lugosi's films.

lJa
A. Well, neither have I. Incidentally, I just want to say something. I'm not in any sense ...
Michael ... I'm going to tear up. Michael was a genius. People did not understand him. He was a
great guy, he was moral, conscientious, was very good to me. I think I was very good for him.
ae
And when you tell these stories it might sound like, wow, Michael was a little ... no. He wasn't
odd at all. He was just driven and was a perfectionist. But he didn't grow up like the rest of us.
He had his first number one record when he was ten years old and supported his entire family. So
ich
there's no way that he would have been on the school yard figuring out, you know, understanding
everybody's moves. He was sitting with Berry Gordy in the recording studio learning how to be a
great artist. So when I tell these stories I actually tell them with affection, not in any way to
suggest anything other than Michael was a wonderful individual and a great artist.
mM

Q. Let's move to something else. After Thriller what's the next ... my word because, you know,
we only have a limited period of time here so this is my word. What's the next ... next
meaningful thing that you can recall taking place?
a

A. Well, after Thriller came out, I mean, the album was just huge. Worldwide phenomenon.
Michael let go his managers at the time Weisner-DeMann. He kind of ran the show himself, you
Te

know, we helped him execute. The next thing that came up was the Victory tour and the Victory
album. And Michael did that tour as a way to help out his family. He gave away his share. He
didn't have ... he didn't get a share any more than any other brother. He gave his share to charity.
w.

He was the lead singer, the lead performer in order to help his family out because that was his
way of saying, okay, now I've got to ... I've got to do my own thing. So I was involved with him
in the Victory Tour, the Victory album. The Pepsi deal for that, then we bought the Beetles
catalog in '85, the Victory Tour was '84.
ww
om
Q. Right. So let me just kind of back up for a moment. The Victory Tour had a sponsor for the
tour?

n.c
A. It did. Michael didn't want it, but Pepsi came in and they offered a lot of money. And I'll
never forget that negotiation. Michael made me write into the contract that he would never been

so
seen holding the Pepsi can and he would never be on screen for more than three seconds.

Q. Really?

ck
A. Yes.

lJa
Q. Sorry. I'm not sure I heard that story before. And Pepsi agreed to it?

A. Yes, they did.


ae
ich
Q. And ... and were those the commercials when the incident took place?

A. Yes. During the filming of the Pepsi commercial the fireworks landed on Michael's head, it
burned his scalp, yeah.
mM

Q. And nevertheless did they go out and do the tour?

A. Yes.
a
Te

Q. That is Michael and his brothers?

A. Yes, they did.


w.

Q. Okay. And when did you and Michael discuss he, Michael, owning his own masters?
ww
om
A. Well, after Thriller ... the head of the record company, Walter Yetnikoff, was a little pissed off
they took too long in the ...

n.c
Q. You mean he was mad?

A. He was mad.

so
Q. Got it.

ck
A. Sorry. All right. Let me clean up this language. And that it took so long to deliver the album.
In the middle of it Michael sang a song for an ET storybook album and there ended up being a

lJa
lawsuit between two corporations, Sony and Universal, which incensed Michael and Quincy and
everybody. The album came out and it was huge. It's the biggest selling album in history. Walter
called me up one day and he always called me Branca, but this day he called me John. He said,
"You know, John, pardon the language, I think I screwed up." I said, "You really did, Walter." He
ae
said, "What can I do to make it right?" I said, "Give him the ownership of his masters." So
during the course of the Thriller project we renegotiated Michael's contract several times, but one
of the benefits Michael got was the ownership of his master recordings including Off the Wall
ich
which had previously been delivered.

Q. So what's the meaning to someone like Michael Jackson of owning his own masters?
mM

A. Well, if you own the masters you may have a distribution deal with a la- ... with a major label
that will release the ... but at some point the right to make all the decisions on those masters will
come back to you, including taking them from Sony to Warners or somebody else if you feel like
it or you could sell them.
a

Q. You mean just sell them separately different from the publishing ...
Te

A. Yes.
w.

Q. ... different from any name and likeness concept?


ww
om
A. Correct.

n.c
Mr. Voth: Objection; compound.

Mr Weitzman: Okay.

so
Judge Holmes: Overruled.

ck
Mr. Weitzman:
Q. And then you mentioned earlier after masters that was it Bad that was the next project?

lJa
A. Bad was 1987.
ae
Q. So because I got lost in my thought. I can't remember where I was in my notes so give me a
moment. So you have Thriller, you have the masters, you have the Victory Tour.
ich

A. Yeah. We bought the ATV, the Beetles catalog.

Q. There you go, ATV. Sorry. Got a little lost. Tell me about buying ATV. That was a ... that's a
mM

catalog, right, of ...

A. Yes.
a

Q. ... publishing rights?


Te

A. Yes. It started as an operating company. And when we bought it we let all the employees go
and it became a pure catalog.
w.

Q. Okay. Now wait. When you say "it started as an operating company", could you explain to us
what that means?
ww
om
A. Well, there's a difference between a catalog where ... okay. Let me use an example. Bob
Dylan owns his songs.

n.c
Q. Owns his ... owns the songs he wrote?

A. Owns his music ... it's an example. Like Michael owns his catalog of songs he wrote. You

so
don't need 50 or 100 or 1,000 employees. You just you have your catalog. You hire a company,
you pay them 5 or 10 percent, they issue licenses, they collect the money, and they pay it to you.
It's ... there's no overhead whatsoever. If you have a company like Universal Music Group,

ck
Warner Music Group, Sony, you have hundreds or thousands of copyrights, you have hundreds
or thousands of employees and offices all over the world because not only do you own ... well,
they're not writers, but you own thousands ... hundreds of thousands of copyrights. So it's

lJa
different. It has large overhead. The income that comes in doesn't go to the bottom line because
you've got overhead ... office, insurance, employees, et cetera.

Q. And is the business more to sell those catalogs, is that what the business is? I'm sorry. So the
ae
as- ... the songs in those various catalogs.
ich
A. Well, if you're a worldwide music publisher you license songs for movies, commercials, TV,
that kind of thing. You collect money from record companies for exploitation of the songs and
then you 91 pay them to the writer or the owner.
mM

Q. So you do the whole process for the writer. If I'm a writer and I come to you with my
compositions, my publishing catalog, and I ... is my goal to ask you to monetize it in some
fashion ...

A. Yes.
a
Te

Q. ... and I'll pay you a percentage for that?

A. Yes.
w.

Q. Okay. And if it's just the catalogs I'm ... if I only own the catalogs I can do it on my own, as
ww

well, but then I'm not part of a publishing company; is that correct?
om
A. Correct.

n.c
Mr. Voth: Objection; leading.

so
Judge Holmes: Sustained. You can rephrase and get the same information, Mr. Weitzman.

Mr Weitzman: Very well.

ck
Q. If I own my own songs and I wanted to distribute them myself, could I do that?

lJa
A. Yes.
ae
Q. If I wanted some help where would I go to get help to sell my product?
ich
A. Well, you could collect the income yourself, you could use BMI to collect performance
income. You'd probably use a foreign publisher to collect money in overseas countries. If you
were going to sell your copyrights you would go to somebody like me to negotiate a deal to sell
them to a publisher.
mM

Q. Okay. And if I ... if I connected up with a publishing company what would they do for me?

A. Well, a publishing company would issue licenses, as I said, for movies, TV, public
performance, they would collect overseas money. They would sometimes even pitch the songs. If
a

an advertiser called them up and they said, "We have a Nike commercial. Do you have a good
song?" They might say, "Use "Revolution," you know, something like that.
Te

Q. And how does the publishing company get paid?


w.

A. Well, they get a percentage of the revenue depending on the deal.


ww
om
Q. By the way, do recording companies get sold, as well?

n.c
A. Occasionally. Not as often, but occasionally, yes. Universal Music Group's been sold a couple
times in the last 15 years.

Q. And recording companies consist of what assets?

so
A. Owning recordings.

ck
Q. Owning masters?

lJa
A. Master recordings.
ae
Q. And have you ever been involved in those sales, sales like that?

A. I've been a consultant on the acquisition of Universal ... Universal Music Group I consulted
ich
with Matsushita and then Vivendi on helping the value of the company.

Q. Now, by the way, when you got Michael Jackson the ownership of his masters was that
mM

something that was traditionally done in the music business?

A. It's rare. It was rare and it is rare.

Q. And in 1983, '84, '85, can you recall at this point artists that owned their own recordings?
a
Te

A. There were a few, just a handful that I recall.

Q. Like who?
w.

A. Bob Dylan, Neil Diamond, maybe Barbara Streisand.


ww
om
Q. Okay. Prince?

n.c
A. No.

so
Q. Prince didn't own his own masters?

A. No. Not the Warner masters. Later on at the end of his career he might have owned an album

ck
or two, but the bulk of his catalog's owned by Warners.

lJa
Q. How about the Beetles, they own their masters?

A. No. They're owned by EMI. ae


Q. So you mentioned Michael's management team. After Freddy DeMann and Ron Weisner
were dismissed who took over the managerial responsibilities? This, again, is in 1984, '85?
ich

A. Well, there was a period where, in a sense, Michael ran his own career with assistance from
me and others. And then in '84, mid-'80- ... he hired Frank DiLeo to come on as his manager.
mM

Q. Had you known DiLeo ... Mr. DiLeo before he was brought on?

A. I did not know him well. He was the head of promotion for Epic Records, Michael's record
company, and he was responsible for promoting Michael's records.
a
Te

Q. Okay. And what was the next thing that you worked on after ATV ... the purchase of ATV?
Oh, wait. You didn't tell us about the purchase of ATV. How did that happen?
w.

A. Michael had spent time with Paul McCartney making video recording "Say, Say, Say" and
"The Girl is Mine" and one other song. And Paul showed Michael his booked that he owned
Buddy Holly catalog and a number of other things. And he said, "Michael, you should do this."
So Michael called me up and he said, "Can you help me buy copyrights?" The first ... we bought
ww
om
some copyrights early on the Sly and the Family Stone catalog, we bought a couple Dion and
Belmonts songs, "Run Around Sue" and the "Wanderer". We bought a song called "One, Two,
Three". And then I got ... I heard that ATV was for sale, which was ... owned the Beetles and

n.c
Little Richard and Pointer Sisters and another of other songs. I called up Michael, told him it was
for sale. And he instructed me to call Yoko Ono and he instructed me to call Paul McCartney. I
called Yoko Ono and she said it would be wonderful if Michael bought this company. I couldn't
call Paul directly so I called his lawyer, John Eastman, whose sister was married to Paul.

so
Q. Linda. Linda Eastman?

ck
A. Linda Eastman, excuse me. And I'll never forget he said to me. I asked is Paul going to buy
the ATV, the Beetles catalog. And he said, "No. It's way too pricey." So I said, "Well, Michael's

lJa
interested." And he said, "God bless him." And so after that we took a year to buy this company
and ...

Q. Was there a ... other advisers besides yourself that weighed in on whether ATV should be
ae
bought or not?
ich
A. Yes. Michael had an investment committee.

Q. Who was on the investment committee?


mM

A. David Geffen, John Johnson who at the time was the richest black man in America, my
partner Ken Ziffren, myself, and Michael's then accountant Marshall Gelfand.

Q. And did you meet with some regularity to discuss business and financial issues?
a
Te

A. Two or three times a year.

Q. And was there a meeting when this issue came up?


w.

A. Yes. Yes. There were those in the room that felt that the price was too expensive. It was in the
high 30s. It got to 47.5 and there were those in the room against it. But Michael during the
ww
om
meeting slipped me a note and he said, "Branca, it's my catalog. We must buy it," something to
that effect.

n.c
Q. Could you ... could you put up Exhibit I think it's 579-P? Can you see from the ... oh, you've
got a monitor ...

so
A. Yes.

ck
Q. ... right in front of you?

A. That's it, yes. That's it.

lJa
Q. That's the note? ae
A. Yes.
ich
Q. All right. Could you explain the note to His Honor and to us?

A. Well, I wrote ATV at the top, but the rest is Michael's writing. He's ... we were talking about
mM

raising our offer to 47.5 and Michael said, "Please, let's not bargain. I don't want to lose the deal.
Let's take Johnson's advice." And Johnson's advice was sometimes I'd lose the best deals by over
negotiating. He said, "Lots of his deal ... he lose lots of his deal that way," and he signed it
Michael Jackson and he handed it to me.

Q. And ...
a
Te

Mr. Voth: Your Honor, just for clarification. We're not aware of an Exhibit 579-P so if
Petitioner's counsel can explain.
w.

Mr. Toscher: Yeah. No. It's ... Your Honor, let me address. It's not in the stipulation. It's out of
the ... he's going to authenticate it and then Mr. Weitzman will decide whether he wants to offer it
or not. You've got a copy of it right there.
ww
om
Judge Holmes: We need to get it marked for the record for identification.

n.c
Mr Weitzman: I thought it was. Could this be marked? Is that the exhibit number, though, or do
we need a new one?

so
Mr. Toscher: That's the next number in order.

ck
Mr. Voth: While we're at this, Your Honor, what is your preference with respect to exhibits that
have yet to be exchanged between the parties? Can we do that electronically?

lJa
Judge Holmes: When you're thinking about them, have Ms. Wood mark them and identify them
for the record. That way whether or not they're admitted we have a record of their being used like
this one.
ae
Mr. Camp: Your Honor, we may have a little bit of a numbering issue because the first
stipulation ended at 578. The parties have subsequently started working on a third stipulation of
ich
facts which has documents. And I believe so far we're through 621. So would it be possible to
have the next number start at 622?
mM

Judge Holmes: Why not? Go ahead, Ms. Wood.

Mr. Camp: Thank you, Your Honor.

Judge Holmes: 622-P.


a
Te

Mr Weitzman: Your Honor, I apologize. I thought it was already marked so marked next in
order would be great. And should the clerk publish the ... or show Mr. Branca the note for ...
w.

Judge Holmes: Let her first identify it for the record and then we'll take it from there.

Court Clerk: So Exhibit 622-P has been marked for identification.


ww
om
Judge Holmes: And bringing it to the witness. Go ahead, Mr. Weitzman.

n.c
Mr Weitzman: Yeah. Thank you, Your Honor.

so
Mr. Weitzman:
Q. Mr. Branca, could you look at that note and tell us whether or not that's the note that ... or a

ck
copy of the note ...

lJa
A. It's a copy of the note, yes.

Q. ... that Michael Jackson passed to you ...


ae
A. The actual note is about the size of this paper here.
ich

Q. So after Michael passed you the note ... he passed you that note in the meeting?

A. Yeah.
mM

Q. And then what happened in the meeting?

A. We decided to go forward and ... or Michael decided to go forward and instructed me to try to
a

purchase the catalog. And it took quite some time to do that.


Te

Q. And what do you mean "took quite some time"?


w.

A. The man who owned it, Robert Holmes a Court was an Australian. They called him Robert
Bear . He was a corporate raider. And we would shake hands on a deal, and then he would
change it a week or a month later. And then he finally ended up signing a memo of intent with
ww
om
another party for more money. So there was a moment when it looked like we were not going to
get this catalog.

n.c
Q. And the ... is there a story behind the person that he signed the deal with for more money?

A. Yeah. Well, it was Charles Koppelman and Marty Bandier. They went on to run EMI. But

so
Marty's now the chairman of Sony ATV, which was Michael's publishing company. And I'll
never forget flying back on the plane. I flew there on the plane with them and flew back. And I
had Michael's power of attorney solely for the purpose of signing that deal. And I'll never forget

ck
they said to me, "You trumped us. If we're ever in a position to buy a company like that again,
would you represent us?" And I said, "Sure," not thinking anything would come of it. And then a
year later I bought CBS Songs for them. 107 But with ... when it came to Michael one of the

lJa
things we did was I had lined up our financing, I made sure that we were in the position to close.
And when Holmes a Court wanted us to ... wanted me to come back to England to close the deal
with him, I refused because he ... so he actually almost begged me to come because he knew
Koppelman couldn't close the deal. So I went back there and I said I'm there for 24 hours. It
either gets signed or never call me again.
ae
Q. You flew to Australia?
ich

A. I flew to ... he was ... he was in London.


mM

Q. In London. And it got signed?

A. Got signed.
a

Q. Didn't extract anything else from you?


Te

A. Yes, he did. He ... he had a favorite charity. He was from Perth, Australia, which I don't know
if you've ever been to Australia. It's hard enough to get to Sydney. That's 16 hours from Los
Angeles, but Sydney to Perth is another five hours. So Michael flew down to make an
w.

appearance, not to sing, but just an appearance at Mr. Holmes a Court's charity event. Michael
stayed for the requisite two or three hours, turned around, and flew all the way back. That's how
much this catalog meant to him.
ww
om
Q. Wow.

n.c
A. And also we had to let his daughter retain ownership of "Penny Lane".

so
Q. And I know this is not going to be a tough question. His daughter's name was?

A. I believe it was Penny.

ck
Q. Then what happened next?

lJa
A. larger moment after ATV was bought, and I assume that the Victory Tour was completed?

A. Yeah.
ae
ich
Q. By the way, the Victory Tour was successful?

A. Yes. It was successful for Michael and the Jacksons. It was not so successful for the
promoter.
mM

Q. Who was the promoter of the Victory ...

A. Chuck Sullivan, his family owned the New England Patriots and Sullivan Stadium at the
a

time. They don't anymore.


Te

Q. But wait. If the tour was successful, why was it not successful to the promoter?
w.

A. You know, Chuck was not a promoter. And instead of mapping out the tour in advance ...
because all the dates were sold out. I think we ... Michael did maybe six dates at Dodger Stadium
or was it nine. I mean, it was amazing. It was incredible. But this man had a tendency as he was
negotiating the rent deal and trying to save an extra hundred grand on the rent deal, he would put
ww
om
the tickets on sale, you know, a week before the shows. It was pretty much chaos. And he had a
large organization. I mean, I don't know that he lost money. Any other promoter would have
made money from the tour. But the brothers, Michael ... Michael's brothers did well.

n.c
Q. Did you have any other dealings with Mr. Sullivan besides that tour?

so
A. Well, I think ... I think that's what put him under. At the very, very end of that cycle, at the
end of '84 after, you know, Thriller hit its peak and there was a lot of controversy around the
Victory Tour that unfortunately rubbed off on Michael a little bit because the brothers brought in

ck
Don King to promote it and then he was fired and then Chuck Sullivan came in. And it was ...
there was a mail order system. And Michael did this all for charity. But what happened was at the
very end of this, we did a clothing deal with Chuck Sullivan. He paid Michael ...

lJa
Q. What ... I'm sorry. What do you mean "clothing deal"?
ae
A. We did a deal. You know, Michael was a fashion icon with his military jackets, the beaded
leather jacket, the Thriller jacket, with, you know, the gloves, everything that he did and so ...
ich

Q. So ... so wait. I'm sorry. So this is like a name and likeness deal where Michael would allow
his name and/or likeness ...
mM

A. Yes.

Q. ... to be used to merchandise clothing?


a

A. This was a real name and likeness deal.


Te

Q. And this was '84/85 kind of right in the middle of his popularity?
w.

A. Yes.

Q. So like an endorsement of some sort or ...


ww
om
A. Yeah. I mean, they would have used music, as well. But this was a pure ... a real name and
likeness deal as opposed to use of name and likeness with music or masters.

n.c
Q. Okay. What happened?

so
A. He paid Michael $28 million and he never ...

ck
Q. Two-eight?

lJa
A. Twenty-eight million dollars at the time, which in 1985 terms, I mean, 2016 would be an
awful lot more. I don't believe he ever got the clothing line out. It wasn't successful and
unfortunately he ... the family, I don't know if they went bankrupt, but they ended up selling the
Patriots and Sullivan Stadium, which in light of last night's events makes it even more poignant.
ae
Q. Yeah. So the next tour that happened was what?
ich

A. There was the ... we bought Neverland. But the Bad Tour was ... Bad album and Bad Tour
were the next big events.
mM

Q. Okay. Did you buy Neverland before or after the Bad Tour, if you recall?

A. It was right around that time, '86/87. I don't remember the exact date.
a

Q. Let's ... when you're talking about music stuff, let's switch for a change to Neverland and
that'll send the exact year. How did the purchase of Neverland come about and were you
Te

involved?

A. Neverland, which was where Paul ... a place that Paul McCartney rented and Michael stayed
w.

at when they were working on their music together, came up for sale. It was owned by a man
named Bill Bone. Beautiful 2700 acres. So there was a real estate broker up there that told
Michael he could get it for $60 million, 6- 0. So Michael's, you know, Bill Bray, his body guard,
ww

they were all. So one day Michael finally called me on this one and he said, "Branca, can you get
om
into this?" So I said, "Sure." And we got the price down to 17.5, which included all the
furnishings and the wine collection.

n.c
Q. And ...

A. Still expensive.

so
Q. ... bought the ranch, then ...

ck
A. Yeah.

lJa
Q. ... 17.5? Okay. And the next tour was the Bad Tour?

A. Yeah.
ae
Q. And was there a sponsor in the Bad Tour?
ich

A. Yes. We got Pepsi back on board to sponsor the tour.


mM

Q. And how did ... how well did that tour do?

A. Did very well. Very, very well around the world ...
a

Q. Now ...
Te

A. ... especially outside the U.S.


w.

Q. Was Michael more popular outside the U.S. back then than here?
ww
om
A. Well, Michael's always been popular everywhere. But it's an interesting phenomenon that 70
percent of Michael's album sales ... and the same was true on the movie This is It ... came from
outside the U.S.

n.c
Q. Huh. So after the Neverland purchase, did Michael make ... do you recall Michael making
another name and likeness deal with a company called L.

so
A. . Gear?

ck
A. Yes. We did a deal with L.

lJa
A. . Gear for sneakers.

Q. For shoes?
ae
A. Shoes.
ich

Q. And how much money did Michael get for that deal?
mM

A. I don't recall the exact amount. It was ...

Q. And was that a successful deal? That is successful for L.

A. . Gear.
a
Te

A. It did not turn out well, no.

Q. Okay. That company go bankrupt, as well, or out of business?


w.

A. It might ... it might have. I don't ... I don't recall.


ww
om
Q. Okay. What was the next tour that took place?

n.c
A. After Bad?

so
Q. Yes.

A. Well, I was not involved. There was a three-year period where I was not involved. But the

ck
next album and tour were Dangerous.

lJa
Q. And at some point during the Dangerous Tour, was there anything that took place that kind of
changed the landscape for Michael Jackson?

A. Michael canceled a number of dates. There were some lawsuits that came out of that from
ae
promoters. And then at the end of ... toward the end of it there were these allegations from Jordan
Chandler.
ich

Q. And then Michael stopped that tour and what did he do if you recall not legalwise, you know,
personally?
mM

A. Well, he went into a rehab facility. And, at that time, he reached out to me and asked me to
come back on board and basically fired everybody that was working for him.

Q. Almost everybody.
a

A. Almost every- ... I forgot, Howard, I'm sorry.


Te

Q. It's all right. I was lucky, John. So, but you all came in, and but for me, basically cleaned
house?
w.

A. Yeah.
ww
om
Q. Okay. And as the Chandler thing unfolded, did Michael stop entertaining for a while or
working for a while?

n.c
A. I don't ... I don't know if I would say ... I mean, Johnnie Cochran handled that matter with
you. I was not much involved. And it was he eventually did another album, but that was not until
'96/97.

so
Q. Which album was that?

ck
A. The History album.

lJa
Q. And did he tour for the History?

A. He toured for the History album in '97, yeah.


ae
Q. Okay. Now ...
ich

A. Overseas. He did not tour in the U.S. except the final date in Hawaii.
mM

Q. And after the Chandler allegations arose and before the History Tour was there, another
financial incident, for lack of a better phrase, that took place with your help in Michael's life?

A. There was a lawsuit from a couple of promoters, Marcel Avram in Germany. I think the
Mexican promoter may have sued. Johnnie Cochran worked a settlement with the Chandler
family.
a
Te

Q. Was Michael having financial problems in 1995?


w.

A. I ... you know, I hate to talk about Michael's personal ...


ww
om
Q. I'm not going to ask you to talk about numbers. I know that. I'm just going to ask with The
Court's permission for a yes or no answer. And it is: Did Michael have financial problems in or
around 1995?

n.c
A. There were ...

so
Q. Please answer yes or no.

ck
A. There were financial pressures.

Q. Okay. And there were lawsuits by promoters, correct?

lJa
A. Correct. ae
Q. And, at the time, he still owned ATV, correct?
ich
A. Yes, he did.

Mr. Voth: Objection. Leading.


mM

Judge Holmes: Sustained. Did he still own ATV?

A. Yes, he did.
a

Judge Holmes: There you go. Go ahead, Mr. Weitzman.


Te

Mr Weitzman: Thank you, Your Honor.


w.

Q. Did you do anything with respect to the ATV business?

A. Yes.
ww
om
Q. What?

n.c
A. Michael had been approached about selling half of his interest in Sony ATV or maybe it was
all of his interest. And he called me up and asked me if I thought it was a good idea and I said,
"Absolutely not."

so
Q. And was this at a time when you were not representing him?

ck
A. I was not representing him. So he sent me the offer to look at. I said, "Don't sign it." So then
he asked me to come back on board. And we had the opportunity with the chairman of Sony

lJa
Corporation of America, Mickey Schulhof, we had a discussion about taking Michael's catalog
and merging it with Sony's music publishing company to call it Sony ATV. And what happened
is we were able to get Michael more money plus half of their company than he had been offered
just to sell.
ae
Q. So you made the deal with Sony ATV?
ich

A. Yes. We created Sony ATV in 1995.


mM

Q. And kind of in summary fashion, what was the deal with Sony ATV?

A. Joint ownership of the company, they paid Michael, I think it's been in the records, $115
million equalizing payment. They guaranteed him $6 and a half million a year in cash flow for a
period of time. He had the right to approve the CEO. They operated the company. And neither
party, if I recall ... I'm going back 21 years ... had the right to buy the other out.
a
Te

Q. So there was no buy/sell at that time?

A. Again, I would want to go back and look at the document in '95, but I don't believe so.
w.

Q. And at the time you merged Sony Music with Sony ... or Sony Publishing with Sony ATV,
ww

was Michael having financial problems?


om
A. Pressures, yeah.

n.c
Q. Did part of the deal you made with Sony ATV include a loan for Michael?

so
A. I don't think at that time, but I don't recall. Maybe they guaranteed a loan. I don't recall.

Q. So ATV had been a catalog that you owned before Sony ATV's ...

ck
A. Michael owned.

lJa
Q. ... merger ... Michael ...

A. Yeah.
ae
ich
Q. ... before the Sony ATV merger; is that correct?

A. Correct.
mM

Q. And did you have employees at ATV?

A. Now, there was one employee, Dale Kawashima. But when we bought ATV, they had, I can't
remember, 60 or 80 employees, which we let go and we distributed the assets out of the company
a

into Michael's personal name. And then we hired publishing companies to administer and look
after the copyrights so we didn't have to have all that overhead.
Te

Q. So even when you were just a catalog company, you hired larger publishing companies to
help exploit the assets?
w.

A. Correct.
ww
om
Mr. Voth: Objection. Leading.

n.c
A. Because they would have ...

Judge Holmes: Sustained.

so
Mr. Weitzman:
Q. How did you sell or monetize the assets of ATV before you merged with Sony?

ck
A. Well, we had an administration deal at one time with EMI. And then when I was out of the

lJa
picture, it was moved to Universal, which is where Geffen was. And then when I came back in,
we dealt ...we dealt with it. But, basically, we'd pay them a fee of usually 5 percent. So if the
company earned $10 million, EMI or Universal would get $500,000 for taking care of all the
activity of the publishing company throughout the world. They had offices throughout Europe,
ae
throughout Asia, South America, Africa. So for 5 percent, so 95 percent would come back to
Michael.
ich
Q. And when you merged with Sony ATV, did ATV's part of the business change?

A. Well, yeah. What happened was it became part of an operating company. So Michael got this
mM

guarantee of about 147.5 or $148 million. And the beauty of it ... and I remember writing a
memo and talking to Michael about it. He wasn't going to get the same cash flow that he had
been getting, but Sony was going to finance all the acquisitions and the growth of the company.
So over the 20 years after that they bought Paramount Pictures Publishing Company, they bought
Lieber and Stoller, they signed the Fugees, Taylor Swift, you know, just one act after another.
And the catalog kept growing in value so the asset value that Michael had grew. And then over
a

the years, we renegotiated the cash flow that he got out of it.
Te

Q. And ...
w.

A. It was a forced savings, if you will.

Q. A forced savings did you say?


ww
om
A. Yeah.

n.c
Q. Was one of the purposes of Sony ATVS of the merger in the business to grow the company
bigger?

so
A. Yes. Yes, it was. But to be ... to be perfectly frank, if there wasn't the financial pressures,
maybe the merger would have happened, maybe it wouldn't. I don't want to speculate. But as
things go, it turned out to be very good for Michael ...

ck
Q. And ...

lJa
A. ... because the point of it was to grow the value of the company.
ae
Q. Well, when you mentioned financial pressures, you were not talking about the company,
you're talking about Michael Jackson, correct?
ich

A. Yeah.

Q. And do you recall ... I'm not looking for amounts ... but the reason behind the financial
mM

purposes ...

A. Pressure.
a

Q. ... the financial pressures?


Te

A. Well, there were the settlements, the law ...you know, the lawsuits. The other thing that
contributed was Neverland was extremely expensive to maintain. It was 2700 acres. At one point
the number of employees there exceeded 100 all on Michael's payroll. They were not tax
w.

deductible. It was his personal residence. And when he stopped working it ... the cash flow then
wasn't readily available to pay all these people so it ... the ... that was part of it, the overhead.
ww
om
Q. Okay. So, now, this is ... this is post- Chandler allegations. It's ... it's the merger of Sony ATV
and the beginning of the History Tour, correct?

n.c
A. Yeah.

Q. Were you able to get a tour sponsor like you did from Pepsi in the Dangerous Tour and the

so
Bad Tour for the History Tour?

ck
A. Not that I recall, no.

Q. And why do you think you couldn't do that?

lJa
A. I would have to speculate, but there might have been a local sponsor here and there. But, no,
we weren't able to secure a major sponsor, no.
ae
Q. Do you think that ...
ich

A. Some of it might have been the allegations. And the tour was overseas. It wasn't in the U.S.,
yeah.
mM

Q. And, the tour, was it successful in terms of ticket sales?

A. Yeah. Michael performed at huge stadiums, I mean, all over ... Budapest, Germany, France.
a

Q. And do you recall during that time period if there were any endorsement deals, name and
Te

likeness deal, or anything like that?

A. None.
w.

Mr. Voth: Objection. Compound.


ww
om
Judge Holmes: Overruled.

n.c
A. I don't ... I don't recall there were any.

Q. Did you talk with Michael about creating some type of theme park or destination
opportunities for fans at Neverland?

so
A. We researched it actually. We did an extensive research on the possibility, and this happened

ck
several times, of converting Neverland into a Graceland type of attraction and it was deemed
impossible by the legal authorities. It's a two-lane road that goes out to Neverland. It's zoned
against it. And we ... you know, after Michael passed away, Colony Capital technically owns
Neverland and is the managing partner and they tried one more time. And Tom Barrack lives

lJa
next door to Neverland and it was not possible to turn Neverland into any sort of public
attraction.
ae
Q. Did you talk with Michael about or anyone else about Michael Jackson resorts, theme parks,
hotels, anything like that?
ich

A. I mean, yeah, people would go to Michael on occasion. I think not during the History Tour.
We did have conversations with Prince Alwaleed, a Saudi billionaire, about financing a family
entertainment company, but it wasn't for Michael Jackson resorts or theme parks. It was for
Michael's desire to purchase a company like Marvel or the Casper Company, Harvey Comics,
mM

and exploiting them much in the way that Marvel did. Marvel was down and out at the time. It
wasn't so much, though, for Michael. It was for Michael's ideas for investments. And Alwaleed
had purchased Euro Disney at the time, so he was familiar with the theme park business.

Q. But no deals were being offered for Michael's name and likeness as a ... from a sponsor or for
a

endorsement purposes ...


Te

Mr. Voth: Objection. Leading, Your Honor.


w.

Judge Holmes: Sustained.


ww

Mr. Weitzman:
om
Q. Were there any offers for the use of Michael's name and likeness for endorsements or things
such as that during that time period?

n.c
A. Nothing credible that I recall.

Q. By the way, is it unusual for, in your experience, for an entertainer that could draw the

so
audience Michael did on tour in big stadiums and all that to not have a sponsor?

ck
Mr. Voth: Objection. Calls for speculation.

Judge Holmes: Overruled. In your experience.

lJa
A. Most big tours especially today, in today, but most big tours have a sponsor, yeah.
ae
Mr. Weitzman:
Q. And, by the way, when you say "today," you are aware that the This Is It Tour, which never
ich
happened, did not have a sponsor, correct?

Mr. Voth: Objection. Leading, Your Honor.


mM

Judge Holmes: Sustained.

Mr. Weitzman:
Q. Are you aware ...
a
Te

Mr Weitzman: ... sorry. Just trying to move it faster. It's my fault.

Judge Holmes: I understand.


w.

Mr. Weitzman:
ww
om
Q. Are you aware that there was not a tour sponsor for the This Is It Tour that was going to be
performed at the O2 Arena in London?

n.c
A. That's my understanding. I was not involved in setting up that tour, but that's my
understanding.

so
Q. Okay. Did you have any offers for theme parks or resorts or hotels overseas during the late
90s when you were representing Michael?

ck
A. Late 90s, early 2000s, nothing credible. I know there was ...

lJa
Q. I mean, when you say something credible, it's twice now I've done that and smiled. What ...
what are you referencing?
ae
A. Well, you know, people would come up with ideas and there would be people that could
never execute on the idea. People who were not people of substance. If Prince Alwaleed said,
let's do a theme park, we all take out our pen and pencil and we go, "Let's figure this out." But,
ich
pardon the language, when Joe Blow walks off the street and goes, you should have a theme
park. Oh, okay. What do you say to that? And I do recall there was some idea pitched that the
King of Romania or some Eastern European country was going to give Michael ...
mM

Q. Poland. Poland to be precise.

A. ... Poland ... was it Poland? Maybe both ... was going to give Michael the state castle to turn
into a theme park. I remember Michael called me and I said, "Michael, it's not So, no, it wasn't
credible. He sent someone's body guard, someone over, nothing ever happened.
a
Te

Q. Okay. After the History Tour, what did Michael do next in the music world?

A. After the History album, which was a brilliant album, he did an album called Invincible,
w.

which I believe was in 2002.

Q. And did he do ... did he do a tour in support of the Invincible album?


ww
om
A. Not that I recall.

n.c
Q. The Invincible album, did it have pretty good sales?

so
A. By any other artist would have considered the sales, you know, fantastic. I think Michael was
a little disappointed. It was a very good album.

ck
Q. Was there a reason why he did not tour to the best of your knowledge?

lJa
A. I don't ... you know, I don't ... I don't recall.

Q. And was it shortly thereafter that you stopped working with Michael?
ae
A. It was a period where there were a number of advisers that would come in and my contact
with Michael steadily diminished after 2002. So, nominally of record, I might have been
ich
considered the music industry attorney, but he would have other people, business advisers,
accountants, consultants who really had his ear. And so it was an inevitable process that at some
point I was going to exit.
mM

Q. After the Invincible Tour, did you do any other work that you can recall for Michael before
the two of you parted ways?

A. Well, after the Invincible album, there was no tour.


a

Q. I mean, album, yeah, sorry.


Te

A. I do think we renegotiated the Sony agreement. I can't remember the exact time. We got him
the opportunity to get out of that deal quickly because he didn't want to be at Sony anymore, so
w.

we addressed certain things like that, yeah.


ww
om
Q. Okay. And ... and did you ... did you during that ... or were you aware during that time period
of Michael having any financial pressures?

n.c
A. Well, it's been reported, I'm sure it's been in our court papers, that the ... that the debt ...the
debt went up. I certainly know when the estate began what the debt was, but I wasn't ... I think
we helped secure, you know, guarantees for him on his loans or, yeah. I have a ... don't have a

so
crystal clear recollection, but I know the financial pressures were mounting.

Q. And were the financial pressures dealt with at least in some part given your experience and

ck
contributions with additional loans secured by some of Michael's assets?

Mr. Voth: Objection. Leading, Your Honor.

lJa
Judge Holmes: Sustained. Rephrase, Mr. Weitzman.
ae
Q. How did Michael deal with his personal financial pressures to get money?
ich
A. With loans. Loans kept increasing.

Q. And what were the loans secured with?


mM

A. Sony ATV secured one loan, Mijac Music Publishing secured another loan, and Neverland
secured a third loan.

Q. And after the Invincible album was released, did Michael have issues with Sony if you
a

recall?
Te

A. Yes.
w.

Q. What were the issues and ... I know this is compound, but what were the issues and did you
deal with them?
ww
om
A. I think Michael was frustrated. I think he felt that Sony wasn't trying as hard to promote his
albums as they had in the past. I also think he felt that Tommy Mottola, who was the chairman of
the company, favored certain other artists like his wife Mariah Carey or Jennifer Lopez or other

n.c
people on the label. That I think Michael with the Reverend Sharpton took ... took his grievances
public with sort of a rally in Harlem at one point.

so
Q. I'm sorry. When you say "rally," were those ... were those the public appearances that were
made?

ck
A. There was ... yeah. There was a public get- together, I believe in Harlem, where Michael
spoke up about his grievances with Sony and Tommy Mottola.

lJa
Q. And do you remember the year? Just, you know, I don't need date.

A. 2002, I believe. I'm not positive.


ae
Q. And you still continued to represent him ...
ich

A. Less ...
mM

Q. ... at least through that year?

A. ... less ... less and less. I recall a meeting that Johnnie Cochran and I had with him with
Reverend Sharpton where we tried to counsel him not to go public, to let Johnnie handle it
privately and let me handle it. But Michael was so incensed with Sony, so Johnnie and I left and
a

went back to California. And next day we saw on the news that Michael had gone public. And he
... and he was passionate, he was emotional. I mean, if you're an artist, you know, we're used
Te

to ... I'm used to as a lawyer representing an artist and it's not my ... you know, it's when you're
the artist it's you that's on the line. And so I can absolutely empathize with Michael or any other
artist that feels like they've been treated unfairly because it does happen.
w.

Q. And was there a rift between Tommy ... Tommy Mottola and Michael?
ww
om
A. At that point there was, yeah.

n.c
Q. Do you know if they ever reconciled their differences?

A. I don't think so.

so
Q. All right.

ck
A. Of course, Tommy was ... was let go a little while later so it became a new Sony.

lJa
Q. Got it. That wasn't ... you didn't do that, did you?

A. No.
ae
Q. Just kidding. No.
ich

A. Had nothing to do with it.

Q. Okay. Who came into ... who took Tommy Mottola's place at Sony, if you know?
mM

A. You know what, for some reason I'm blanking on this. I mean, Doug Morris came in at one
point and now Rob Stringer. But, in between, there was Andy Lack. There was a German guy
Dornemann, Michael Dornemann. I mean, there were a number of people after the Sony BMG
merger. But in ... for some reason, I don't remember who the immediate successor to Tommy
a

was. I think it might have been Andy Lack who came over from the network.
Te

Q. And did your dealings stop with ... when did your dealing stop with Michael during that
period?
w.

A. They diminished. It wasn't like they went from here to there. They just kind of went down
sort of like a ski slope. And then, ultimately, what happened was Michael had a number of
ww
om
advisors ... a Korean gentleman named Myung Ho-Lee; two gentlemen from Germany, Dieter
and Ronald; a woman named Raymore Bain; another woman whose name I can't remember, and
others. And what ended up happening ... and the Prince from Bahrain. There were differnet

n.c
people advising him. So, at some point, he was going to refinance his loan so they wanted to buy
out my carried interest in the publishing company, which they did and I stopped representing
him.

so
Q. So prior to the buyout you reference and all that do you recall any additional molestation
allegations against Michael surfacing in the mid- 2003?

ck
A. Sure. There was ...

lJa
Q. 2000 ...

A. Yeah. There was a trial up in Santa Barbara, yeah.


ae
Q. Okay. You weren't involved in any of that, were you?
ich

A. No.
mM

Q. Did you ever talk to Michael about it?

A. No. I had one very, very, very brief conversation during the trial where he and Ran- ...
Randy ... his brother Randy called me and put Michael on for a second.
a

Q. When's the next time you heard from or worked with Michael Jackson?
Te

A. Eight days before he ultimately passed away in 2009. I'd had a couple of meetings with Frank
DiLeo who Michael had brought back as his manager. Randy ... had a couple conversations with
w.

Randy Phillips who was promoting the concert. And Frank said that he wanted to set up a
meeting for me to come see Michael, but he said, "Michael said don't just come in here. Come in
here with some ideas that we can discuss and put together something so we" ... so I put together
ww
om
this agenda of possible ideas for the future. And I met with him at where he was rehearsing at the
Forum eight days before he passed away.

n.c
Q. Now, before that meeting and when you talked to Frank DiLeo, at about that time do you
know if Michael had a manager? And, if so, who?

so
A. Well, before DiLeo there was a gentleman, I don't know if I would call him a manager,
named Mr. Tohme. He refers to himself as Dr. Tohme, but I don't believe he's a doctor.

ck
Q. And did you ever meet with Mr. Tohme?

lJa
A. I was at the Clive Davis pre-Grammy party one night and Randy Phillips introduced me to
Mr. Tohme.
ae
Q. Okay. So did you go to the meeting with Michael with an agenda or a list?
ich
A. Yes, I did.

Mr Weitzman: Could you publish 26. Has this been marked or no? I'm told this has been
marked for identification, Your Honor.
mM

Judge Holmes: Okay.

Mr. Weitzman:
a

Q. Mr. Branca, is Exhibit 26 on your monitor ...on the monitor in front of you. Is that the ...
would you rather see a printed copy?
Te

A. No. I've seen it, yeah. No. That's ... that is it. There might have been a second page. I can't
recall.
w.

Q. Well, there is a second page. That's only the first one. Can you put them side by side?
ww
om
A. Okay.

n.c
Q. All right. So this is the agenda or list actually we already mentioned this morning in opening
statement that you brought to Mr. Jackson, correct?

so
A. Correct.

ck
Q. Okay. So can you and I go through this agenda starting at the top where it says No. 1,
Importance of Team?

lJa
A. Sure.

Q. Could you tell us what that references?


ae
A. Oh, I don't ... there it is. Which section?
ich

Q. Importance of teams is number one.


mM

A. Oh, well, it's important to have a very, very good team, management team, accounting team,
agency in order to help maximize opportunities that might come along.

Q. And so did you and he discuss maybe for a second who the team might consist of?
a

A. Yeah. And it was not a long meeting, but we discussed the fact that Frank DiLeo was his
Te

manager and Michael Kane was his accountant, Randy Phillips was the promoter, and then he
wanted me ... Joel Katz was one of his attorneys, and he wanted me back on as the music
attorney ... music industry attorney.
w.

Q. Okay. Under 2 it says Films, Plays, and Attractions. Did you have any discussion about those
items if you recall?
ww
om
A. Not ... not specifically. I just wanted to come up with ideas, possibilities to think about.
Michael always liked to dream. And I don't mean that in the sense that dream that it doesn't come

n.c
true, but dream like what's possible. So I wanted to ... I mean, obviously it would have been
impossible to do all of these things. I'm not sure if it would have been possible. I mean, first of
all, we couldn't do anything with Thriller without Rod Temperton's permission, so you have that
issue.

so
Q. So like Thriller film, Thriller Broadway play, possible Thriller album, you'd need Rod

ck
Temperton for any of that, correct?

A. Yeah. We could not have done any of that ...

lJa
Mr. Voth: Objection. Leading. ae
A. ... without
ich
Judge Holmes: Sustained.
mM

Mr. Weitzman:
Q. A is Thriller film; B is Thriller Broadway play; C is possible film about Thriller album; E is
Thriller haunted house attraction; G, Thriller live album under 2. Could you do any of those
without getting certain rights?
a
Te

A. No.

Q. What rights would you have to get?


w.
ww
om
A. Well, Rod Temperton owned the composition Thriller so to do a film or a Broadway play or a
DVD or to use the song in a haunted house attraction, we would have had to get ... get his
permission.

n.c
Q. By the way, none of these deal with name and likeness, do they?

so
Mr. Voth: Objection. Leading.

ck
Judge Holmes: Overruled.

Mr. Voth: Calls for a legal conclusion.

lJa
A. Neverland Museum ... ae
Judge Holmes: Wait.
ich
A. Oh, I'm sorry.

Judge Holmes: That's overruled, too.


mM

Mr Weitzman: You want me to ask a different question perhaps, Your Honor?

Judge Holmes: Well, do any of the rights that would be ... that would needed to be acquired for
production of the parts of Paragraph 2 that Mr. Weitzman mentioned, would you have to
a

negotiate or would you feel you had to negotiate rather a name and likeness license?
Te

Mr Weitzman: Please answer the judge's question.


w.

A. So, yes, Your Honor. Well, I'm not a right of publicity expert, so I always rely on the people
who are the experts; however ...
ww
om
Judge Holmes: Wait. Okay. So you negotiated such deals on behalf of Michael Jackson,
correct?

n.c
A. Certain deals, yeah.

Judge Holmes: How would you decide whether for a particular deal you would need a name

so
and likeness or right of publicity license?

ck
A. Because Michael owned his own name and likeness. We never had to go outside.

Judge Holmes: Fair enough.

lJa
A. You know, so looking at these things, a Thriller film that took the storyline or the Thriller
video, no, no name and likeness. Thriller Broadway play, it depends what it ... again, I defer to a
ae
name and likeness attorney. But it would seem like maybe F would potentially require, but,
again, I would defer to a right of publicity attorney.
ich
Mr. Weitzman:
Q. So F being the Neverland ...
mM

A. Because you're asking a theoretical question.

Q. Correct.
a

A. Since Michael owns the bundle of rights, we would never have to go outside.
Te

Q. So, next, you have Recorded Music Catalog. Did you talk to Michael about any of the items
under Recording Music Catalog?
w.

A. Again, the meeting was brief. It was more to reunite and go forward, so we did not discuss
specifically much of this.
ww
om
Q. But that ... let's start from the bottom up on this list. Live LP and DVD of concert. Were you
referring to the ... what were you referring to?

n.c
A. With Michael it would have had ... if he would ever have allowed a concert film, it would
have required a multicamera shoot, eight/ten cameras, high def, with a major director of the ...

so
Martin Scorsese, as an example. And it would have been very, very, very ambitious, yeah.

Q. And a duets LP, what was that kind of stuff?

ck
A. It was an ...

lJa
Q. Only because you wrote it down here.
ae
A. It was just an idea. I was trying to be creative that, you know, Michael always, you know,
studied the charts and, you know, who he felt was talented. So as an idea ... and, you know, as
artists get older, you see it today radio won't play them. So it was an idea both to pair Michael
ich
with some of the people that he felt was talented as well as, you know, potentially somebody on
the radio.
mM

Q. By the way, when you reference DVD of concert, what are you ... what does that mean DVD
of concert?

A. Well, that would be a concert ... in effect, a concert film that would have required, by
Michael's standards, a multicamera shoot with a director like somebody like Martin Scorsese.
a
Te

Q. But ...

A. But it would have been a DVD.


w.

Q. But would that have been a ... like for my phrase ... a real concert? In other words ...
ww
om
A. Yes.

n.c
Q. ... the performance taking place in front of a large audience?

A. Of course, absolutely.

so
Q. And had Michael done that before?

ck
A. We ... we had done some TV programs, the Budapest show, but it wasn't generally something
he would do.

lJa
Q. And to the best of your knowledge, by the way, was Michael working on a duet album?

A. No. Not at all.


ae
Q. All right. And, of course, rerelease special Off the Wall package. What does that refer to?
ich

A. Well, Off the Wall is a seminal album of great significance so as an idea to ... you know,
Michael had done Thriller 25 so potentially do an Off the Wall package.
mM

Q. And the same with respect to the re-release of the DVD of The Making of Thriller or re-
releasing something that had already been released at another time?

A. It was something that we did in 1983. It hasn't been in circulation or seen since. Interestingly,
a

you know, when you're coming up with ideas, there's a lot of due diligence and work that goes
Te

into executing any idea. So I happened to look at The Making of Thriller not too long ago and I
don't think Michael would have approved it since it's a little dated at this point. It's 1983. Not to
say it's not good, but when we're trying to create, you know, a Michael Jackson, you don't want
to do the narrow things that will capture a couple people. You want to ... and that's how Michael
w.

was. So any of these ideas would have required a lot of diligence and execution.
ww
om
Q. Same thing with respect to D, get back Sony masters immediately, establish MJJ Records to
do direct licensing to Apple, Walma ... Walmart, foreign distributors.

n.c
A. The idea there was ... and, again, it was an idea ... is in the day and age where you can sell
music directly to consumers. You can sell it on Apple, Walmart, why have a middle man called
the record company that's going to take out at least half of the revenue. Maybe we get the

so
masters back, that doesn't mean we could have, and we do direct deals with Walmart, et cetera.

Q. Okay. So now Item 4 says: Repurchase, restructure of Sony ATV. What did you have in mind

ck
when you put that?

A. That might have been a little pie in the sky, but ...

lJa
Q. What do you mean? ae
A. It would have been wonderful to have been able to take back Sony ATV from Sony or at least
the ATV part of Sony. Don't believe Sony would ever do it, but you never know until you try just
ich
as ... and I'm sure we're going to talk about it at some point ...when Sony exercised the buy/sell
last year we really explored the idea of how do we buy Sony out. Sometimes ideas are great
ideas, but they're not feasible in the execution or the cost is too high.
mM

Q. Okay. Tour issues. Was this referring to the upcoming tour or tours in general?

A. No. This was all about This is It. Michael and Frank felt that AEG's take was too high and
that I needed to go in and change it. So I certainly put that on the agenda.
a

Q. Okay. By the way, did you talk with Michael at all about releasing music, unreleased songs
Te

that he had?

A. He would never do that.


w.

Q. Why do you say that?


ww
om
A. Michael's a perfectionist. And no artist would say, you know, because if they're unreleased
there's usually a reason. The best example I can give is we all know Prince passed away. How
many people know that the Prince estate actually put out a full album of unreleased Prince

n.c
material last December? Have you ever heard of it?

Q. No.

so
A. I heard it sold 10 or 20,000 copies. Now, I'm not saying ... that's Prince. That's not my
problem. But you don't want to put out unreleased material without finishing it, which means you

ck
have to hire a Timberland, you have to hire a Justin Timberlake, you have to hire people to bring
them up to the current standards; otherwise, you're asking to get hit.

lJa
Q. Did you do ... during your conversation with him, were you aware if he was working on any
new material or recordings?
ae
A. I had heard rumors. You know, you read things in the tabloids, but you never know what's
true.
ich

Q. And you didn't discuss it with Michael?

A. Now, I can't remember if Frank and I discussed it, but given the fact that he was going to do
mM

these This is It shows, he would have been exhausted. I mean, Michael was quite an entertainer
so not that easy to go out on stage three times a week and then have the energy left over to then
want to run into the studio. But, no, I'm not aware of it.

Q. Okay. And then after you had ... by the way, was anybody with you when you met with
a

Michael?
Te

A. Yes.
w.

Q. Who else was there?

A. Frank DiLeo, Michael Kane, and Randy Phillips.


ww
om
Q. And where did the meeting take place at?

n.c
A. It was in Michael's dressing room at the Forum.

so
Q. At the Forum. And did they ...

A. Back stage.

ck
Q. So not at Staples Center, but at the Forum?

lJa
A. At the Forum, yeah.
ae
Q. And then after you had that meeting with Michael, what did you do next, if anything, with
Michael before Michael ...
ich

A. I actually went on vacation to Mexico. It was a scheduled vacation.

Q. And when ...


mM

A. And then when I came ...

Q. ... did you next hear from or about Michael?


a
Te

A. I got a call that he was ... he'd passed away.

Q. When you were in Mexico?


w.

A. Yeah.
ww
om
Mr Weitzman: Your Honor, we've been at it for about an hour and a half. Could we have a
break?

n.c
Judge Holmes: A break?

Mr Weitzman: I mean, it just it feels like it was only ten minutes.

so
Judge Holmes: That would be fine. Come get me when they're ready, Ms. Wood.

ck
Court Clerk: All rise recess

lJa
Judge Holmes: Do we have a witness?

Mr Weitzman: Yes, Your Honor. Mr. Branca.


ae
Judge Holmes: Oh, yes. It's a crowded courtroom. I know.
ich

Mr.Branca: It's tough to get by the lawyers.


mM

Judge Holmes: There's a clear shot to the witness stand now. Good. All right. Mr. Branca, Mr.
Weitzman, the floor is still yours. Go ahead.

Mr Weitzman: Thank you, Your Honor.


a

Mr. Weitzman:
Te

Q. Mr. Branca, the agenda list that you brought to the Michael Jackson meeting ... I use the
word agenda. I don't know what word you use, but I'm talking about that list of things that you
brought to the ... a meeting with Michael Jackson. Were those possible projects that require
w.

...well, let me ask it differently rather than put words in your mouth. So I don't like to do that
unless I can get away with it. How would these projects have been implemented with Michael?
ww
om
A. Well, many of them ... certainly some of them required a successful run of concerts in
England. Certainly things like Pay Per View and some of the films. I mean, some of these
projects to execute would be very expensive, so you'd really want to have a successful tour, you

n.c
know, a successful run of This Is It shows. You wouldn't want ... I mean, there was some
speculation or concern that could Michael finish the 50 shows and all that. You know, if he went
out and did five and canceled it, that wouldn't have helped. You really needed some accelerant in
this.

so
Q. You mean it wouldn't have helped to push these potential projects forward?

ck
A. Correct.

lJa
Q. And ...

A. Some ... I mean, some of them like doing a commemorative anniversary addition of Off the
ae
Wall you can do no matter what, but the level of success to some degree is going to be tied to the
success of the shows.
ich

Q. So what ... was it your thought that this list was kind of contingent upon Mr. Jackson doing
well and completing the This Is It Tour?
mM

A. Yes.

Q. Okay. So at the time you met with Michael and during this preparation for the This is It show,
was it your opinion that Michael Jackson had already made his comeback?
a

A. No. Of course not.


Te

Q. So why do you say "of course not"?


w.

A. He had ... I mean, the fact ... the fact is that the shows were successful in the sense that they
sold out, which is fantastic. People obviously in Europe wanted to see Michael render his
personal services in concert. And Europe has always been a little more forgiving than America.
ww
om
But, at the same time, it's not easy to do 50 shows in any period. I mean, there was a lot of
speculation by Michael's family that perhaps AEG pushed him too hard. That he would not have
been able to complete these shows. So to put them on sale and sell is one thing, to execute is

n.c
another.

Q. So between the release of the Invincible record and the buildup to the tour at the O2 Arena in

so
London, would it be fair to say that Michael had not performed during that period?

A. Correct.

ck
Q. And was the idea, as you understood it, that this O2 tour was going to be the beginning of
Michael Jackson's comeback?

lJa
Mr. Voth: Objection. Leading, Your Honor. ae
Judge Holmes: Sustained.
ich
Mr. Weitzman:
Q. What did you believe ... see if I can ask this without ... it's like a test for me, right?
mM

Judge Holmes: Post-graduate.

Mr Weitzman: Got it.


a

Mr. Weitzman:
Te

Q. What did you think the impact of Michael Jackson ultimately going out on tour at the O2
Arena would be to his career?
w.

A. It could be very helpful at the least in reestablishing him as a live attraction, live concert
attraction. One would hope that if it were that good that it would help overcome some of the
tabloid stuff about Michael because the truth is, you know, people came to know Michael,
unfortunately, you know, through the tabloids. And so just as we tried ... which we wanted to do
ww
om
with This Is It, Michael could have done with these concerts, which would have been to
overcome all the tabloid reputation.

n.c
Q. You mean basically like a rebranding or ... I don't want to get overly dramatic ... but like a
resurrection?

so
A. Correct.

ck
Mr. Voth: Objection. Leading.

Mr Weitzman: But I summed that up pretty good.

lJa
Judge Holmes: Overruled. ae
Mr. Weitzman:
Q. Okay. Is it correct that did Mr. Jackson release any records or albums between the Invincible
ich
album in 2001/2002 until the day he died?

A. No. I don't think he did not release any albums.


mM

Q. Were there some re-releases during that eight-plus year period of albums that he had ... or
music he had already released or recorded?

A. Yeah. There was a version of Thriller called Thriller 25 where contemporary artists and
a

producers did versions of the songs.


Te

Q. And when you ... when you decided to come back to work for ... actually, let me ask a
different question. You'd been out of Michael's life for three, four years. Why did you agree to
meet with him and come back into his life?
w.

A. Well, actually, ineffectively, it had been longer than that. Look, as I mentioned earlier,
Michael was very, very good to me. I feel like I was good to him, as well, for him. There's no
ww
om
way I wouldn't have come back to help him. There's no way. You know somebody at that point
for 29 years. I absolutely would have come back especially because he brought back Frank
DiLeo. Would I have come back to work with Mr. Tohme? No. Because it would have been

n.c
impossible to do anything. But, as I said, Michael was very good to me. I was good to him. John
McClain and I talk about this. John went to high school with Michael. We loved him. So, of
course there's no way if I get a call from Michael Jackson I'm not going back to help him.

so
Q. And when you say "going back to help him," what did that mean to you?

ck
A. Any ...

Q. Not to you, personally, but what did that mean in terms of what you were going to do?

lJa
A. Anything I could do to contribute to him. If there are any opportunity ... a business
opportunity to help execute it, help exploit it, renegotiate the AEG deal get their percentage
ae
down, just different things, different ideas as we did, you know, in the 80s.
ich
Q. And at the time you decided to go back and work with Michael, how did you perceive his
career at that point in his life?

A. Well, I think the fact that he was willing to do these shows was a great sign because he pretty
mM

much had been dormant for years. He really hadn't worked. Even on the Invincible album, he
didn't really work that hard at it for whatever personal reasons. I remember there was a ... there
was a video from the album for the first single. For some reason I'm blanking on the name up
tempo, he didn't show up for the video. They ended up using a body double on the feet. And
that's not Michael. So there was a long period of time where I don't really think he felt as
invested. So the fact that he was willing to do 50 shows was at least a sign that he might want to
a

reinvigorate his career.


Te

Q. Was it your understanding Michael was not ...wasn't working because he didn't want to for
that six, seven, eight-year period?
w.

A. You know, I wouldn't want to speculate. I mean, it happens in careers where Michael reached
the summit, the top. And, Invincible, I think, was disappointing to him the fact that his friends in
ww
om
Hollywood did not want to work with him, the fact that Pepsi wouldn't come back, things weren't
selling. It's not a great feeling. I would also say, and I'm only speculating, Michael was a very
good father, so I'm sure there was a part of him that wanted to devote time to his kids, as well.

n.c
Q. And were you still representing him after the trial in Santa Maria in Santa Barbara County
ended?

so
A. Not really, no.

ck
Q. Were you aware that he'd left Santa Barbara and went to live elsewhere with his kids?

lJa
A. I believe he was in Ireland for a little 156 while and Bahrain and Las Vegas.

Q. Do you know if he ever went back to live at Neverland?


ae
A. I don't believe he did.
ich

Q. Do you know why?


mM

A. I don't think he had good memories there.

Q. Were you told that by him or anybody else?

A. I ...
a
Te

Mr. Voth: Objection. Hearsay.

Judge Holmes: Overruled.


w.

A. I heard him mention that. You know, I heard his brother say that. You know, I've heard a
ww

couple say that.


om
Mr. Weitzman:

n.c
Q. Okay. At the time Michael passed away, were you aware ...

Mr Weitzman: ... I'm sorry. Strike that, Your Honor. I want to take a step back.

so
Mr. Weitzman:
Q. At the time you met with Michael, which was eight days before he passed ... I think you met

ck
with him on June 17th; is that correct?

lJa
A. I believe so.

Q. He passed away on the 25th, correct ...ae


A. Correct.
ich

Q. ... of June 2009? Were you aware when you met with him if he had any endorsement deals,
sponsor deals, name and likeness deals?
mM

A. I wasn't aware of any, no.

Q. Okay.
a

A. I think there was ... I came to later understand there was a tour merchandise deal that related
to selling stuff on the tour.
Te

Q. Okay. But ...


w.

A. But at ... no. At the time I met with him, no.


ww
om
Q. Let me ask this question ...

n.c
A. Okay.

Q. ... because I want to distinguish the two. Tour merchandise is a different project than a
general merchandise endorsement deal, correct?

so
A. Correct.

ck
Mr. Voth: Objection. Leading.

lJa
Judge Holmes: No, it isn't ... overruled. Is it or isn't it?

A. It is. It is different.
ae
Q. And could you explain to us the differences with a tour merchandise deal and other kind of
general merchandise endorsement deals.
ich

A. Tour merchandise is primarily sold at concerts or, you know, Broadway shows, but at
concerts when you go. And it usually has the artwork from the tour. Not always. And it's
basically a souvenir. People go and they're excited and they love the show, so they want to buy
mM

something for themselves or their kids. That's tour merchandise.

Q. General merchandise ...


a

A. General ...
Te

Q. ... deals are what?


w.

A. General merchandise is merchandise that's sold in retail stores, nowadays, you know, over the
Internet you can buy it on Amazon or whatever. It's a different method of distributing and selling
the merchandise and often the artwork is different, although it doesn't have to be. But tour
ww
om
merchandise is created to be sold at the tours. Sometimes it's an after-market sale. General
merchandise is created to be sold at retail stores.

n.c
Q. At tour venues you have kind of a captive audience, right?

A. Yes, you do.

so
Q. And general merchandise deals are basically out there for the public as they pick and choose

ck
to buy, correct?

A. Yeah.

lJa
Mr. Voth: Objection. Leading. ae
Judge Holmes: That one's sustained. You can rephrase it I'm sure, Mr. Weitzman.
ich
Mr. Weitzman:
Q. When you learned of Michael's death, you told us you were on holiday, correct?
mM

A. Correct.

Q. And did you come home shortly thereafter?


a

A. A couple days later, a day or two later.


Te

Q. And did you ... did you learn or did you look for a will or trust that you had in your
possession as Michael's lawyer?
w.

A. I instructed my ...
ww
om
Q. Former lawyer.

n.c
A. I instructed my office to see if we had any wills in our possession and, if so, to file them with
the probate court.

Q. And did it turn out there was a will in your firm's possession?

so
A. Yes.

ck
Q. And were there certain responsibilities the will spelled out for you and others?

lJa
A. Yes. It appointed John McClain and I as co-executors and co-trustees.
ae
Q. So did you ... did you inform the family of that fact? The family being the Jackson family.

A. Yes, I did when we ... when we went out ... I went out, I think Joel Katz came with me, went
ich
to Jermaine Jackson's house where a number of Michael's brothers and sisters and his mother
were gathered and we told them of the existence of the will. We explained what the will said, but
we didn't know if that would be the final will because there was a period from 2002 until
Michael passed away in 2009 where he had high-level corporate attorneys, he had managers, he
mM

had business managers who might well have drafted a subsequent will. But we at least wanted to
inform them this was the will that we have, 2002.

Q. And did anybody at that meeting challenge you or say anything counterproductive or
negative to your informing of the will and what some of the terms and conditions were?
a
Te

A. Well, they were pleasant face to face, but it turned out simultaneously while we were
showing them a copy of the will that was filed in court one of the other siblings was in court with
an attorney saying the court should not believe any will that was turned in and basically saying
Michael Jackson died intestate. Even though it turned out there were three ... our office drafted
w.

three wills ... '95, '97, 2002 ... all of which had the same distributive provisions, but each one
reflected the birth of a child or a divorce or whatever.
ww
om
Q. And after you got that news, you had already engaged probate counsel, hadn't you?

n.c
A. Yes.

Q. Okay. And that would be Ms. Cohen and Mr. Hoffman?

so
A. Correct.

ck
Q. And then after you had that news did you call another lawyer to help get involved?

lJa
A. Yes.

Q. Okay. And that would be me?


ae
A. Correct.
ich

Q. Okay. And then what happened next with the ... with the probate proceedings, if you recall?

A. Well, again, there was some ... it was not 100 percent certainty that this was the final will, but
mM

we felt like we had to act quickly. I mean, we could always ... so we assembled the so-called
team. We tried to keep involved the people that Michael had on his team. We had Frank DiLeo,
we had Michael Kane who was his accountant, we had Randy Phillips, we all got together with
you and Paul Hoffman and Joel Katz who had been Michael's corporate attorney ...
a

Q. Jeryll.
Te

A. ... Jeryll, Jeryll Cohen, and to try to come up with a game plan of what are we going to do.
w.

Q. Now, did we meet at an office or in a restaurant, if you recall?


ww

A. We met upstairs at MR CHOW's restaurant in Beverly Hills.


om
Q. And if you recall, in general fashion what was the discussion about?

n.c
A. Generally speaking, how do we stop foreclosure on all of the assets, is there any way, you
know, basically at that moment in time to salvage this so the estate is not bankrupt. I mean, that's
all. It was a pretty dire situation.

so
Q. And at the time of that meeting did we discuss merchandise endorsements or name and
likeness deals?

ck
A. God, no.

lJa
Q. Did we discuss plans for a movie?

A. Of course not. That would be absurd.


ae
ich
Q. And did we discuss plans for a show combining our music with Cirque Du Soleil?

A. No.
mM

Q. Did we discuss rehearsal footage that had been filmed during the course of the This Is It
Tour?

A. No. I was not aware of it at that time.


a
Te

Q. By the way, when you met with Michael Jackson ... because we heard this this morning.
When you met with Michael Jackson, did you discuss the use of the rehearsal footage that
ultimately became This Is It when you had that meeting with him?
w.

A. If I did that he would have fired me on the spot.


ww
om
Q. Why?

n.c
A. Michael would never allow rehearsal footage out. In fact, when we subsequently learned
there was rehearsal footage and we decided, okay, let's take a look at it we said the good news
was, we said, this is the Michael Jackson we know and love. This man, artistic genius,
perfectionist. So we said maybe we can have a TV show, maybe there's something we can do

so
with this. Subsequently, we got some interest from studios and we went into court and the
Jackson family brought an injunction to stop us from making a film deal and stop ... to stop us
from using the footage saying Michael would never have allowed this to be used. And I'll never
forget, you know, John McClain, my co-executor and bas- ... we all agreed, of course, of course

ck
he would never allow it to be used, but he's not here. And unless everybody ... pardon the
language ... calms down, you're going to lose the house that Mrs. Jackson's staying in because the
utilities were being turned off and there was a quit notice, the bank was foreclosing on it. There

lJa
was a loan on Mijac with a 16 percent interest rate. There was a loan on Sony ATV. The interest
rate was about 8 or 9 percent, which would have been about 24 to $27 million a year in interest
payments alone. The payments on Mijac would have been 13 million alone interest only.
Everything was going down. So if that estate had been insolvent at that time, John McClain and I
ae
could have ... if we smoked pipes, we could have smoked a pipe. But we could have laid back
and go, is this a great artistic, do we want to do ... and the answer was we didn't have a choice. In
order to have a chance to salvage the solvency of the estate, we had to put out This Is It. Now,
ich
the truth is what's great about This Is It it's not John McClain or I, God knows, it's the fact that
Michael Jackson, the entertainer, when you see him step on stage, when you see him tell the
dancers how to dance and piano player how to play the piano, that's Michael Jackson.
mM

Q. So, as you know, we're in court dealing with various legal issues which you're aware of. At
the time of Michael's death, you were in Mexico, correct?

A. Cabo San Lucas.


a

Q. Cabo Sans, I think that's in Mexico.


Te

A. Yes.
w.

Q. I think, okay. And then ... and then you came back and we had this meeting and which was, I
think, six days after Michael died. Was there any discussion at that meeting we had all of the
ww
om
lawyers and Randy and ... Phillips and Michael Kane of any projects that any of us had in mind
that we could do for the Estate of Michael Jackson?

n.c
A. The only thing I recall was Randy Phillips said, "Maybe we could sell the tickets for the
show."

so
Q. Yes.

ck
A. Not that that would have salvaged the ... but it was something.

Q. You mean the tickets that had been printed for the O2 concern in London?

lJa
A. Yes. That never happened. ae
Q. Well, actually they hadn't been printed, had they?
ich
A. Some had been ... I believe some had been printed, but he ... or he said he could print them. It
was like some of an idea we'll sell these tickets for the show that never happened.
mM

Q. And after the dinner, I believe it was on a Wednesday night, when did you learn of the
footage, the rehearsal footage, for the first time?

A. I don't recall the exact date. I believe Randy Phillips called me up and, look, we have this
footage. We should take a look at it.
a
Te

Q. And do you remember the memorial ...

A. Yes.
w.

Q. ... for Michael? Do you remember the date that took place?
ww
om
A. No, I don't.

n.c
Q. If I told you it was July 7th, would that refresh your memory?

A. I think it would.

so
Q. And where was that memorial at?

ck
A. That was at the Staples Center.

lJa
Q. And were we involved, we being the estate, in the production of that memorial?

A. No.
ae
Q. Okay. So you learned from Randy Phillips about the ... about the footage. What happened
next with regards to the making ... ultimately making of This Is It?
ich

A. Well, I think Randy looked at the footage. Kenny Ortega looked at the footage. I'm not sure if
John McClain looked at it or if he had his friend Denzel Washington go down and look at it, but
mM

several people looked at the footage and said, you know, it's possible. So they asked me. I went
down and looked at the footage. When I saw Michael, even if it was a handheld camera, it wasn't
as Michael would have done it, you know, eight cameras and overhead shots and I just seeing
Michael, you know, perform, you know, it was magic. So, all right, let's see if we could put it
together. Let's see if there's enough here.
a

Q. And who owned the footage at that time?


Te

A. It was in the possession of AEG. And I suppose one could have a legal debate whether they
owned it or we owned it, but in order to resolve that legal debate we could have spent a few
w.

years in court. But we ended up coming to a settlement. It was very, very, very difficult, very
protracted, difficult negotiation.
ww
om
Q. And a bit contentious, would you agree?

n.c
A. Excuse me?

Q. A bit contentious, wouldn't you agree?

so
A. Very contentious.

ck
Q. Okay. But ultimately the dispute between AEG and the estate got resolved; is that correct?

lJa
A. Yes.

Q. And what did you all do in regards to creating the film?


ae
A. Well, we had Kenny Ortega, who's a director, noted director, go in with his film editing team
and start trying ... reviewing all the footage, trying to edit it. We had to hire music people
ich
because sometimes the audio was inaudible, you know, so we needed to enhance the audio with
master recordings. We had to go get licenses from Rod Temperton and others for the songs. We
made a distribution deal with Sony Pictures.
mM

Q. Okay. Now, let me stop you for a moment. So this rehearsal footage it ... can you kind of
describe it for His Honor what it was?

A. They were handheld video cameras. And what Michael would do he would videotape a lot of
things in his life, but he would have them, you know, videotape all parts of the footage so he
a

could review what were the dancers doing, what am I doing so he could go home at night and try
Te

to study it to see if there's any imperfections or anything he wanted to change. It was always
intended for his personal use. Never for public consumption.
w.

Q. And so when you were viewing ... were you one of the people that viewed the video?

A. I did. But, quite frankly, I really relied on Kenny Ortega. He's a film director.
ww
om
Q. And this was not a hi-def quality film; is that correct?

n.c
A. No. Not at all. It was something where if you took your iPhone or your ... the old VHS
camera and you followed somebody around, that's what it would be.

so
Q. All right. And was the film enhanced with other elements ... video elements?

ck
A. Yeah.

lJa
Q. What was ... if you recall, what was it enhanced with?

A. There were interviews. You know, Kenny talked a little bit, there was some footage from the
memorial, different things like that.
ae
Q. And were there interviews that had been done with different cameras at different times with
ich
performers or some of the other people that were involved in the tour?

A. Yeah. There were interviews with some of the dancers, you know, when they were
auditioning for the role, you know, to be in the tour.
mM

Q. That video ... was that video part of the handheld or was that separate ... a separate video ...

A. I don't ...
a
Te

Q. ... if you know?

A. ... I don't recall.


w.

Q. And what was the quality of the sound on that video with respect to the music?
ww
om
A. It was challenging because, again, you did not have high-end high-tech audio equipment like
Michael would normally have if he was recording live, so it had to be enhanced. We had to go to
Sony to get the masters and have somebody work on the sound for the song and plug in the

n.c
masters at various points.

Q. Okay. So let me just ask: When you say "challenging," that means not very good and we had

so
to enhance sound ...

A. To put it another way, we ...

ck
Mr. Voth: Objection. Leading, Your Honor.

lJa
Judge Holmes: Sustained.

Mr. Weitzman:
ae
Q. When you say "challenging," what did you mean?
ich

A. What do I ... what I mean is we could not have put that out with the audio as it existed. Would
be impossible. There'd be long gaps, silences, you'd be watching video with no sound.
mM

Q. Okay. And when you say you had to go to Sony, why is it you had to go to Sony?

A. Because they still had distribution rights to the masters, so we had to ... we had to get their
agreement to use the masters to put in the film.
a

Q. But were those masters you owned?


Te

A. Owned, but they would want to be paid for the use. They weren't going to give them for free.
They wanted to be cut in on.
w.

Q. So just by way of explanation, even though you owned your masters, how did Sony have that
type of control over how the distribution use of the masters?
ww
om
A. Well, as I mentioned, they had advanced us a lot of money that they wanted to earn back. So
if there was a use ... if we ... if there's a master in a commercial, they would get their cut, if there

n.c
was a master in a movie, they would get their cut. So using a recording in this movie they wanted
to get their cut just as the music publishers would want to get their cut.

so
Q. So the ... and AEG was involved in this process as well, right?

A. Correct.

ck
Q. Do you recall in the negotiations with AEG what their ... what their first offer was on split of

lJa
profits?

A. I don't recall, but knowing AEG it probably wasn't very favorable to the estate.
ae
Q. And ultimately how did that split end up?
ich

A. I believe it was 90/10 in our favor.

Q. But that was part of the contentious ...


mM

A. Yes.

Q. ... negotiations?
a
Te

A. And one of the things we had to allow them to do they wanted to do a Michael Jackson
museum exhibit in London and Tokyo. We didn't really want it, but we agreed to do it. Really
didn't make any money from it. That was a little disappointing.
w.

Q. Was there a dispute with AEG about money that Michael and now the Estate of Michael
Jackson owed AEG?
ww
om
A. Yes. They had advanced him close to $40 million, so obviously we wanted to audit that
because we didn't want that money ... in order to get access to the tapes we had to make sure they

n.c
got that paid back, but we didn't want to take their word for it so we did an audit of their
expenses.

so
Q. And in the course of the negotiation, did the estate work out a method in which AEG would
get paid?

ck
A. Yes. When we did the distribution deal with Sony they got repaid. And then on the upside
over and above that, I believe it was 90/10 or 85/15, I can't remember.

lJa
Q. And the film ultimately ended up being distributed by Sony?
ae
A. Correct. And we put out a soundtrack album.

Q. And we put, you put out a soundtrack album. By the way, was AEG a secured creditor or
ich
unsecured creditor?

A. I don't recall. Probably secured. I mean, well, let's put it this way, they had possession of the
mM

tapes.

Q. And is it ... is it your recollection that part of the negotiation was them turning over
possession of the tape to the estate?
a

A. Correct.
Te

Q. Was the song "Thriller" used in This Is It?


w.

A. Yes, it was.
ww
om
Q. And was the ... and when I say used, when the rehearsals were filmed, it was Michael
Jackson and the dancers and the band rehearsing presentation of various songs, correct?

n.c
A. Yeah.

Q. "Thriller" being one of the songs, why did it require or why was it an issue to get the rights to

so
"Thriller" to use in the film?

ck
A. The song was written by ...

Mr. Voth: Assumes facts not in evidence.

lJa
Judge Holmes: Lay a foundation. ae
Mr. Weitzman:
Q. Were there any issues with getting "Thriller" in the ... in the film ... to be used in the film?
ich

A. Big issues. "Thriller" was written by Rod Temperton and he owned the music publishing of
the song, so we could not use it without his permission. The same is true of the song "Man in the
Mirror". Not owned by Rod Temperton, but owned by Glen Ballard.
mM

Q. So what was done to resolve that issue?

A. We had to negotiate with Mr. Temperton. It was incredibly difficult. He charged an


a

unreasonable amount of money, but we felt we couldn't put this out without "Thriller" in it.
Te

Q. And why did you believe you couldn't put it out without "Thriller" being in the film?
w.

A. Two reasons. It's one of Michael's biggest songs and the Thriller video was, you know,
perhaps the ... or, in my opinion, it's certainly the most important music video of all time. And
the visuals of Thriller with the werewolves dancing, I mean, everybody wants to see that.
ww
om
Q. All right. Now, just getting off the film for a moment, after Michael died we have our
meetings and get in our court disputes. What hap- ... what is happening with the sales of his

n.c
catalog or the sales of music that he recorded?

A. Well, I would say the explosion of the sales of the recorded music catalog was unbelievable. I

so
mean, we were ... I mean, pleasantly surprised would be an understatement. Shocked at the level
of interest in the music.

ck
Q. And you'd seen other performers die and observe the sale of their catalogs, correct?

lJa
A. Correct.

Q. And do sales of artists post-death sometimes increase for a period of time?


ae
A. Sometimes they do spike, yes.
ich

Q. And what was unusual about the spike with respect to Michael Jackson?

A. That it was enormous and that it continued a bit longer than would be the norm.
mM

Q. And how did that fact factor into your optimism and enthusiasm and expectations for the This
Is It documentary?
a

A. I think it encouraged all of us. You know, the memorial service was well done, the ... Berry
Gordy and Michael's children and the people that spoke plus the level of sales for the records,
Te

you know, certainly then with the film. I mean, it was all very, very, very encouraging.

Q. And now you mentioned Berry Gordy. What were you referring to at that time with respect to
w.

Berry?
ww
om
A. Well, Berry at the memorial service referred to Michael as "the greatest entertainer who ever
lived".

n.c
Q. Do you represent Berry Gordy?

A. I represented him when he sold his catalog. We're friends, yes.

so
Q. Got it.

ck
A. I've often talked to ... turned to Berry for advice since he knew Michael since Michael was
nine or ten years old and his daughter was married to Jermaine for a period of time. He knew

lJa
Joe; he knew Katherine. So even when the estate started when I wasn't sure I really could be the
co-executor with all this chaos in terms of the family I went to Berry to get this advice.

Q. You mean you went to Berry Gordy ...


ae
ich
A. Yeah.

Q. ... to ... when ... to ask him whether or not you should be involved with the estate?
mM

A. Yeah.

Q. Would you tell us about it or is that


a

A. Well, what it was is obviously Michael's brothers and sisters and parents were against us. I
Te

think they had hoped that they were going to be the executors of the estate. They even said the
will was fake. I mean, it was crazy. They hired some lawyer in New York that came out and said
all sorts of really, really, really nasty things about us, right. And all John and I were trying to do
was do the right job as we had always tried to do for Michael. So I went over to Berry Gordy's
w.

house and I said, "Berry, could I talk to you?" And I said, "You know, I don't know, maybe I
should just see this through for a few months to see if it's possible, or six months, to deal with
some of the debt or sell the publishing, do something that's ... but I really don't ... I don't know if
I should be doing this. This is just too crazy." And he told me a story that he was the executor of
ww
om
his lawyer's estate. I forget the man's name. You knew him. Berry's film lawyer. And he said his
wife hated me, his ex-wife hated me, his kids hated me. He said, "John, it was the most thankless
job I ever had, but I owed it to this man." And he said, "You have no choice. Not only must you

n.c
do it, but nobody else could do it. You knew him. You've been working with him for ... on and
off for 29 years." So I left ... I left Berry's house and I said, "All right. Never again am I going
have that thought like what the heck am I doing here. I'm just going to tune out the noise from
the family, the wife ... I mean, the mom, the kids and just we're going to go do our job."

so
Q. By the way, when you had that conversation with Berry Gordy, there weren't a laundry list of
projects that you all ... that is you and Mr. McClain and others involved with the estate ... were

ck
contemplating doing, were there?

lJa
A. No.

Mr. Voth: Objection. Leading, Your Honor. ae


Judge Holmes: Sustained.
ich

Mr. Weitzman:
Q. At the time you had the conversation with Berry Gordy, were there any projects that you or
Mr. McClain, the co-executor, or others that were helping you with the estate had in mind?
mM

A. Not that I recall.

Q. And when you send ... said dealing with the debt or selling the catalogs what were you
referring to during that conversation with Mr. Gordy?
a
Te

A. Well, I didn't tell him I was thinking of that. Just in my mind I was thinking would it be ...
should I just bail now and have somebody else come in or should I try to do something that
stabilizes these assets if it's possible. And in the back of my mind I said, could we sell this
w.

publishing company, what could we do. Not that I wanted to.


ww
om
Q. All right. So ... so you all ... you and the team began to work on and ultimately complete the
This Is It documentary, correct?

n.c
A. Correct.

Q. And what was the goal behind that documentary?

so
A. Goal No. 1 was to get as much money as possible given the financial affairs that I outlined

ck
before with loans in default and foreclosures on the house. No. 2, to revamp Michael's image.
John McClain and I knew the real Michael. We knew the artist, the perfectionist, the genius, the
songwriter, the dancer, the singer, you know. But the impression that others had of Michael was,
you know, this tabloid impression. And we felt like in this movie This Is It it would show people

lJa
the real Michael Jackson and people could stop referring to him as "Wacko Jacko" or any of that
other stuff and come back to saying this is one of the greatest artists our country has ever seen.
ae
Q. By the way, to the best of your knowledge, had there ever been a documentary of an artist
even as famous as Michael Jackson rehearsing, if you know?
ich

A. I'm ... I'm sure there have been some where there were little bits of rehearsals, but not an
entire film, no.
mM

Q. And do you know of any rehearsal, whether it's part of or all of an entire film, that had been
released of someone who had passed away?

A. Yeah. I mean, there was ... there were several Elvis documentaries I'm aware of. That woman,
my dad wants me to go to rehab, I forget her name.
a
Te

Q. Amy Winehouse.

A. Amy. There was an Amy Wineheart documentary.


w.

Q. Winehouse. Winehouse.
ww
om
A. Winehouse. There might have been a Whitney. I'm not sure. I mean, there have been some,
but they kind of haven't done that well.

n.c
Q. So in terms of performance of music documentaries, how did Michael Jackson This Is It do?

A. Well, worldwide, I believe it's the biggest grossing music concert film in history. I believe in

so
the U.S. maybe Justin Bieber did a little bit more. But when you look on a worldwide basis, it's
the biggest grossing concert film ever.

ck
Q. And, by the way, how do concert films generally do given your experience in the business?

lJa
A. Not so good. If I recall, the Rolling Stones did one with Martin Scorsese. I don't believe it
attained $10 million at the box office. The U2 did a big documentary, Rattle and Hum, my
recollection is it did less than 20 million at the box office.
ae
Q. Was part of the effort to ... well, I think you used the phrase "revamp Michael's image". So
I'm just going to borrow your phrase.
ich

A. Rehabilitate, yeah, or I wouldn't even say rehabilitate. Just to bring it back to what it was in
the 80s, but really to show the real Michael Jackson. Not this tabloid stuff, you know.
mM

Q. Whatever expectation you had for the success of the film This Is It, did the ultimate results
surpass your hopes and expectations?

A. Yes.
a
Te

Q. Cirque Du Soleil. When did you first hear from Cirque Du Soleil?

A. I got a call from Rene Angelil, Celine 183 Dion's husband and manager, he's French, he's
w.

from Montreal.

Q. He's since passed away, correct?


ww
om
A. He's dead, yeah. But he said that Cirque would be interested in talking about the possibility
of creating some kind of show based on Michael's music.

n.c
Q. And do you remember about when this took place in ... was it in 2009?

so
A. Yeah. It was in 2009.

ck
Q. And was it ... was it after ... obviously after Michael died. But was it sometime after Michael
died?

lJa
A. I think it was a couple months after he passed away.

Q. And before you got that phone call had you or anyone else associated with ... with the
ae
Michael Jackson team, the Estate of Michael Jackson team, thought about Cirque Du Soleil?
ich
A. I mean, in my mind I thought wouldn't it be great to have some kind of live show featuring
Michael's music.

Q. That's kind of a different question. I'm asking specifically ...


mM

A. Had I ...

Q. ... if you thought about ...


a
Te

A. No.

Q. ... joining up forces with Cirque Du Soleil.


w.

A. No.
ww
om
Q. And when you say talking about a ... I think you used the phrase ... live show, was that within
a week or two after Michael's death?

n.c
A. No. It was a couple months later.

Q. And was that all connected ... was that at all connected with the This Is It experience while

so
you were working on This Is It?

ck
A. Yes. That encouraged us and emboldened us, you know, to keep going.

Q. And do you recall what the thoughts were even if they're totally hypothetical ...

lJa
A. Yeah. I mean, we felt ... ae
Q. ... or dreams?
ich
A. ... that Michael Jackson being the greatest performer of all time it would be fitting if it were
possible to create a live show featuring his music and his performances, kind of replicate the
experience of being at a Michael Jackson concert.
mM

Q. And when you say replicate his performances, do you mean either video or hiring someone to
do Michael Jackson and with backup dancers and all that?

A. You can't ... I mean, you can't really hire somebody to play Michael. There's only one
Michael. And there are tribute shows. There's Elvis tribute shows, there's Bee Gees tribute
a

shows, they're not good. You can't stick somebody out there to play Michael Jackson and expect
Te

people are going to pay a lot of money to go see it. It just doesn't work. You have to create
another way to replicate the feeling of Michael Jackson's music and his performances. I mean,
yeah.
w.

Q. So you get this call from Celine Dion's husband and manager and what did Rene tell you?
ww
om
A. Said, "Look, there's interest in meeting with you to see if it's possible to talk about a show,
you know, based on Michael's music." So that's what he ... you know, at the time I believe Guy
Laliberte was in space. Guy had gone up in a Russian spaceship. He was orbiting the earth.

n.c
Judge Holmes: Sorry. Who is Guy Laliberte?

so
A. He was the owner and CEO of ...chairman of Cirque Du Soleil. He had started as a street
performer, a fire breather or something, a sword swallower, and he was in space. 186

ck
Mr. Weitzman:
Q. So prior to that contact, you had seen Cirque shows; is that correct?

lJa
A. Correct.
ae
Q. When is the first time you saw a Cirque show?
ich
A. Well, of all things Michael Jackson and I went to one of the Cirque tent shows, the shows that
they do under tent. It was in Santa Monica. We did that back around I don't know if it was '85,
'87, '88, way, way long time ago. Mike was kind of a fan of Cirque.
mM

Q. The tents near the pier, near the Santa Monica Pier?

A. Yeah. They put up a tent and they'd create these mythical shows. And so we went to see that
show and, yeah.
a

Q. Now, do you think when Michael Jackson was alive he would have done a show with
Te

Cirque?

A. I don't ... I see no ...


w.

Mr. Voth: Objection. Calls for speculation.


ww
om
Judge Holmes: Sustained.

n.c
Mr Weitzman: Really?

so
Judge Holmes: Did he have any plans to the 187 best of your knowledge to do a show with
Cirque Du Soleil?

ck
A. To the best of my knowledge he had no plans to do a show with Cirque Du Soleil.

lJa
Judge Holmes: Did he ever express a desire to do a show with Cirque Do Soleil to you?

A. No. He never did. ae


Mr. Weitzman:
Q. So did you ...
ich

A. Now, I know Michael visited Cirque once just to tour it so there was plenty of opportunity
were there a mutual interest. But, no, to my knowledge, the only thing Michael ever did was, for
mM

example, on the 1980 Triumph Tour he hired David Copperfield to do one illusion in the show
but he wouldn't hire David Copperfield to do a show. Michael did his own shows.

Q. Okay. Did you then travel to Montreal to meet with Cirque executive?
a

A. Mr. Laliberte, yes.


Te

Q. Okay. Was it just Mr. Laliberte or anyone else?


w.

A. I met with Daniel Lamarre was there and Guy Laliberte.


ww

Q. And that was it?


om
A. Yeah.

n.c
Q. When was that in 2009?

so
A. Sometime in 2009, like 2009.

Q. Okay. Remember if it was September, just to kind of help you along?

ck
A. I'm beginning to think it probably was September. I don't know what tells me that.

lJa
Q. Okay. And tell me what the meeting consisted of.
ae
A. Well, I ... it's one of those meetings you don't forget because it was in the Guy's conference
room and he's sitting there chain smoking cigarettes. He's an interesting guy. He's just speaks
with a heavy French accent. Probably never dressed in more than a T-shirt and jeans, but he's
ich
chain smoking the cigarettes. He's very abrupt. So I looked at him and I said, "Guy, did they
allow you to smoke those cigarettes up in the space capsule?" And he said, "No, they didn't." I
don't want to tell you what he said after that. It would not be appropriate in the courtroom.
mM

Q. So what did you all discuss?

A. I said ... he said ... I said that ... he said, "Michael Jackson was a great entertainer. We would
like to create a ... possibly create a show that could travel around like a Michael Jackson
concert." "So how would you do that?" Well, you know, we talked a little bit, you know, no one
a

could play Michael. And I said, "Maybe we should have a live band." But I said, "But, Guy,
Te

you've never really done that so that concerns me. Can we talk about doing a show in Las Vegas
because you've done one with the Beetles." I can't remember if he'd done Elvis yet, which
unfortunately flopped and closed. But so I pitched him on the idea of doing a show in Las Vegas.
He pitched me on doing a show that can travel around to arenas throughout the world with a
w.

live ...

Q. Had you ever thought of anything like that before?


ww
om
A. You know, ideas are ideas. And ideas can sometimes be just ... I could think of a million
ideas. It's getting them done that's the hard part. So if you think up an idea, well, yeah, we should

n.c
have a live show that travels around and does nine nights at the Staples Center. Great. How you
going to do that? But when you're sitting with the owner of Cirque Du Soleil who says I would
be will- ... you know, because here's the thing, when the Beetles did their show they had to put
up half of the cost. They had to write a check for 20 or $25 million.

so
Q. They the Beetles or they ...

ck
A. The Beetles did.

lJa
Q. ... Apple was it?
ae
A. Yes. So the Beetles put up 20 or 25 million and Cirque put up. Elvis had to do the same thing.
He put ... they put up 20 or $25 million. We didn't have 20 or $25 million to put up, but that's
how they got half the profits on their show. So I said to Guy, "The only way we would do this,
Guy, you've got to put up the money and we get half the profits." "Well, that's not how we did it
ich
with the Beetles." I said, "I don't care. This is the way we got to do it."

Q. It's Michael Jackson.


mM

A. So he agreed. Each of those shows incidentally cost close to $50 million to create so when
you ask me do we ever think up this idea, where are we going to find $50 million to create a
show to travel around the world that might or might not ... there are very few people that are
going to write that check. They wrote $50 million check and then they gave us their creative
a

team, we gave them our creative team ... i.e., me and Karen and John McClain. But we brought
in, you know, the director Jamie King, we brought in great Greg Phillinganes who ran Michael's
Te

band, we brought in Bigfoot Moffitt to play the drum ...

Q. Right.
w.

A. ... I mean, we injected a lot of Michael's live experience in there.


ww
om
Judge Holmes: Bigfoot Moffitt?

n.c
A. Yeah. He was a drummer. He's a big old ... looks like a defensive end and they call him
Bigfoot because of the way he hits the big bass drum. We had a live band on that show. So, yeah,
and ... sorry.

so
Judge Holmes: It's a different kind of law you do, Mr. Branca.

ck
A. Your Honor, this is my world now that we're dealing in. So, yeah, it's great to have an idea,
let's have a live show, but you've got to have in this case $50 million, you've got to have a
director, you've got to have choreographers, you've got to have people to create the stuff, you've
got to license the songs. It's so easy to talk about it and much 192 harder to do, much less do

lJa
well.

ae
Mr. Weitzman:
Q. So then what happened?
ich

A. We created that first show, Michael Jackson: IMMORTAL. It opened in Quebec or in


Montreal, excuse me, where we got very nice reviews because Cirque kind of owns that town.
And then when it went out on the road and I'll never forget when it came to LA. Now, I thought
mM

the show was really good and so did everybody else because all the fans ... we did $380 million
at the box office on that show, which ranked it as the seventh biggest tour of any kind in history
putting aside Broadway plays. But, you know, the Rolling Stones. But when we came to LA in
the Staples Center, this gentleman at the LA Times basically said this show is a joke. It's like
Disney on Ice. Shame on these people for doing the show if this is the way they're going to, you
know, blah, blah. Anyway, the reviews were not uniformly positive, but Michael's fans loved the
a

show. I ... just to save my reputation here the second show we did, Michael Jackson: ONE,
Te

everybody loves. Everybody loved and everybody loves. I just want to say that for the record.

Q. And that show that is the residency show was a byproduct in effect of the agreement with
w.

Cirque?

A. Yes.
ww
om
Q. All right.

n.c
A. I wouldn't let them do one. We had to do two.

so
Q. And you were very involved in the residency show ...

A. Extremely involved.

ck
Q. ... as well as you were in IMMORTAL show?

lJa
A. Very involved in IMMORTAL show. But in the one show in Las Vegas we were over the top
involved. I mean, couldn't open ... Elvis closed. They did Elvis. I'm a huge Elvis fan. And they
revamped it and they revamped it and they couldn't quite and it closed and they lost money. The
ae
Elvis Presley Estate lost money. Cirque lost money on the Elvis show.
ich
Q. And, by the way, different from the Beetles and different from the Presley Estate, the Estate
of Michael Jackson, as I understood it, did not have to put up half the cost?

A. No. We didn't put up any money.


mM

Q. All right. And how long did the traveling show, the road show IMMORTAL run?

A. I don't recall exactly. Was it about a year and a half? It went all over the world ... China,
a

Russia, Germany, Sweden. Didn't go to Africa.


Te

Q. And ONE show in Las Vegas is still active and performing?


w.

A. Still running, yes. Now, that show is a challenge because, again, people think ... I know the
Government thinks, oh, Michael Jackson, just do it, it's all good. Well, I can tell you that the first
time we went down to Las Vegas to see the basic run through of the show on "Billie Jean" they
had a fat French clown humping one of the girl dancers. Can you imagine on "Billie Jean"? So
ww
om
I'll never forget we go in the room afterwards. I looked at my fiancI said, "Listen, it's time for me
to move to Utah and change my name because this is going to be ugly." So we go in the room
and Guy, the owner, the first thing he says is, "The clown is fired." I said, "Thank you, Guy. I

n.c
don't have to say it."
But then he said, "No one in this room talks. Only Branca, me, and Jamie King." There was like
30 people in the room. And so he said, "John, tell me from the Michael Jackson point of view
what do we have to do? I will tell you from the Cirque point." And two weeks later we're back in

so
Las Vegas another rehearsal, two weeks later another one, two weeks and each time the show got
better. But you don't just go here's the show. It's not that easy. Now, I'm not taking credit.
Michael Jackson was the most wonderful artist I've ever seen. But I learned from Michael

ck
because you cannot be around him all the time and not pick up ... you know, I've been around
Mick Jagger and some of the biggest artists and you learn from them. And I kind of learned from
Michael. I know what he likes and we could never be Michael. But we could certainly stop

lJa
Cirque from making the big mistakes.

Q. And I may have asked this before but I'm going to ask it again. At or about the time Michael
died or even the weeks or two afterward had you or anyone else discussed partnering with Cirque
ae
to do any shows that highlighted or involved Michael Jackson's music?
ich
A. No.

Mr. Voth: Indeed asked and answered.


mM

Judge Holmes: Sustained.

Mr Weitzman: May I have a moment, Your Honor?


a

Judge Holmes: You may.


Te

Mr Weitzman: What he say, asked and answered?


w.

Judge Holmes: It was.


ww
om
Mr. Voth: No. I said indeed.

n.c
Mr Weitzman: I started with that.

Mr. Voth: I said indeed.

so
Mr Weitzman: I started with that..If I can revisit the area of general ... yes, sir?

ck
A. Can I just say one more thing? And I'm sorry for pontificating so ...

lJa
Mr Weitzman: I know it's the judge's courtroom, but you're the client. Yes, sir. What would you
like to say?

Judge Holmes: Okay.


ae
A. One of the things that I also, you know, feel strongly about is you pick the right partners
ich
because to mount a documentary about Michael, like we did in Spike Lee or these shows with
Cirque or the movie This Is It, it's really critical. It's not as much as it is about Michael. It's not
just about Michael, it's about who's the director on the movie, who's the director on the show,
who's doing the other elements. And so there's a lot of expertise. Not mine, not John McClain's,
mM

but, you know, Kenny Ortega, Amy Pascal, Spike Lee, Greg Phillinganes. A lot goes into these
shows. It's not just we film Michael and we're putting it out there. So sorry for that.

Q. Back to a little bit of reality. The general merch business, name and likeness, T-shirts, as you
would say, tchotchkes, cups, all of that, do musicians as a whole make a lot of money or do very
a

well in that area?


Te

A. As a whole, no. The money they make from pure name and likeness ... and when I say that I
mean putting your photo or your name on a T-shirt, on a mug, on a school notebook, on a
Christmas ornament, on a poster, or even, you know, in an ad for something, that income for
w.

most musicians is dwarfed compared to the money they make from their recordings, their songs,
and especially their tour. So, and for me putting on a record is not a name and likeness right. It's
master recording.
ww
om
Q. Right. Okay. So ...

n.c
A. Can I ... and just to give an exam- ... I'm sorry, Howard.

so
Q. That's all right.

A. But there's certain things in this case that have really bothered me because, you know, we're

ck
trying to protect the interest of these kids. We've tried to be reasonable with the Government, as
you know, in these settlement discussions. But if you took Michael's name and likeness and you
put it on a movie screen with nothing else, how many people would go to that movie? If we took

lJa
Michael Jackson's name and likeness and we put it in the Staples Center, how many people
would show up? No. It's a movie. It's a movie with performance. It's a movie with singing, with
songs, with recordings. Same with the show. Plus $50 million investment. It's different. Now,
we've tried to do licenses and we've had some success. We've got a T-shirt coming out with
ae
Supreme if anybody has a teenage kid. They don't pay us any money, but it is ...

Judge Holmes: Supreme?


ich

A. Supreme is phenomenon. They have a store in Greenwich Village and SoHo.


mM

Judge Holmes: Is it singular or plural?

A. Singular. Kids will fight to get into the store to buy a Supreme T-shirt. It's a crazy thing.
a

Judge Holmes: Is it a person or a thing?


Te

A. It's a company call Su- ... it's a brand.


w.

Judge Holmes: All right.


ww
om
A. So I have a 12-year-old son that's crazy about Supreme and Kanye West and so we decided,
okay, how do we rebrand Michael now to get to the younger kids. Okay. We're going to do
something with Supreme. We'll make no money from it, but maybe someday we'll get a few new

n.c
fans. We've tried to do licensing. We hired ABG. They own Marilyn Monroe and they license
Elvis Pressley and they said, "Come on. Bring us deals using Michael's name and likeness." I can
tell you and the experts will testify what that's resulted in. Sorry.

so
Mr Weitzman: That's okay, boss. I have no further questions, Your Honor.

ck
Judge Holmes: Mr. Voth, the floor is yours.

Mr. Voth: Yes. Thank you, Your Honor. So Respondent has decided to call Mr. Branca during

lJa
its case in chief. Now Respondent wants to confirm that Mr. Branca will be ... given that he's a
party he'll be available during that time. And we can make whatever necessary arrangements
with Petitioner's counsel. ae
Judge Holmes: We will do that, Mr. Voth.
ich

Mr. Weitzman: So I assume they're foregoing any cross examination on any questions asked
on direct?
mM

Judge Holmes: Only. Yes. You can make objections on scope in other words.

Mr. Weitzman: Okay. But, I mean, I just want the record clear for ...
a

Judge Holmes: Oh, he's ...


Te

Mr. Weitzman: ... Mr. Voth.


w.

Judge Holmes: That's a deal.

Mr. Weitzman: You're assuming he totally gets it. I just want to make sure.
ww
om
Judge Holmes: Okay. Go ahead, Mr. Voth.

n.c
Mr. Voth: Respondent will during his direct ... will call Mr. Branca during its case in chief and
proceed as Respondent desires. And given that he is the opposing party, Respondent will in a
way cross examine Mr. Branca with whatever topics Respondent deems suitable.

so
Mr. Weitzman: I thought that's what we were trying to avoid.

ck
Judge Holmes: Well, you have to object beyond the scope.

lJa
Mr. Weitzman: I understand.

Judge Holmes: And I will enforce so rules if they're being ... going to call him on their case in
chief.
ae
ich
Mr. Weitzman: Thank you.

Mr. Voth: Now, in terms ... I just want to clarify that ...
mM

Judge Holmes: You're limited to the ... you're limited in your cross examination to the topics
discussed on direct examination under these rules.

Mr. Voth: Right. But at this point we have no cross, Your Honor.
a
Te

Judge Holmes: Oh.

Mr. Voth: Right. That's ...


w.

Judge Holmes: Okay. I see. Then actually Mr. Branca is free to step down and we'll see if the
Government calls him on their case in chief.
ww
om
Mr. Weitzman: But I ... if I didn't make my record clear, as I understand your ruling on our
request early on, the Respondent ... no, they're the ...

n.c
Judge Holmes: They're the Respondent.

so
Mr. Weitzman: Got it. This is not my venue, Your Honor. The Respondent should not be
allowed to cross examine in their direct. Their direct is to raise subjects that are new and for their
case and that's why ...

ck
Judge Holmes: Not necessarily new, but for their case, yes. Moreover, they'll probably, if you

lJa
insist, have him declared a hostile witness or whatever it is so they can lead him and pretend that
it's cross examination in terms of the form of questions, which is perfectly fine, too.

Mr. Weitzman: Okay. So ... so ...


ae
Judge Holmes: And then your re- ... your cross examination of their direct testimony of Mr.
ich
Branca will be limited similarly to whatever questions and topics they discuss.

Mr. Weitzman: So when we talked sometime earlier on the phone about getting a witness on
mM

and off in one appearance it doesn't seem to apply ...

Judge Holmes: Not happening now, yeah.

Mr. Weitzman: Why?


a
Te

Judge Holmes: Well, they want to present their case in chief in some coherent way. And I'm
prepared in a trial of this length to let them do so especially when it comes to a party who should
be here more or less at call.
w.

Mr. Weitzman: There's not much I can say except ...


ww
om
Judge Holmes: Yeah.

n.c
Mr. Weitzman: ... I probably disagree but it doesn't make any difference.

Judge Holmes: Yeah, I understand.

so
Mr. Weitzman: Okay.

ck
Judge Holmes: Normally it's more efficient to get them on, get them off. But I understand the
need for a coherent story in a giant case so. Oh, I do have a few questions for you still, Mr.
Branca. You said you were involved in the deal with Sony to create Sony ATV. Did I remember

lJa
that right?

A. Yes.
ae
Judge Holmes: Okay. In the course of that, according to the deal sheet as I understand it, Sony
ich
gave $100 million to Mr. Jackson; is that correct? why did Sony agree to give $115 million to
Mr. Jackson to give them half ownership of the combined company?

A. We took the position that Michael's catalog was more valuable than Sony's publishing
mM

company so that that was an equalization payment. I think that's what it was referred to actually.

Judge Holmes: How were the respective catalogs of Sony and ATV when it was owned only by
Mr. Jackson valued back in 1995?
a

A. You know, I don't recall. I'd have to go back and look. But generally a catalog would be
Te

valued based on what's called the net publisher's share, which is the cash flow after the writers
are paid. Whereas an operating company would be valued based on EBITDA profits.
w.

Judge Holmes: Huh. And was your intent at that time to create an operating company or an even
bigger, better catalog company?
ww
om
A. By merging ATV into Sony ATV we were accepting the fact that it was going to be an
operating company.

n.c
Judge Holmes: Did you have a formula in mind to equate value as measured by NPS to value as
measured by EBITDA?

so
A. I mean, obviously I don't recall what I ... exactly what I was thinking 21 years ago. It to
some degree was a negotiation. But the - - and I don't recall what multiples were on catalogs at
that time versus, you know, maybe eight times EBITDA as a measure for the operating company.

ck
But somehow we got to the point where I convinced them that ... first of all, as I mentioned,
Michael needed the money so the exercise for me was to get as much money as possible out of
them and still have half the company.

lJa
Judge Holmes: But you didn't have any rule of thumb or more precise valuation formula to
equalize EBITDA earnings and NPS earnings? ae
A. At the time I'm sure I did. I just don't recall at this time what it was.
ich

Judge Holmes: Was that something that you had experience with in context other than
negotiating the Sony ATV deal?
mM

A. I mean, within our firm there was the expertise of companies we had represented. In '95, you
know, I would have gone ... if I hadn't done it myself, gone to others to be, you know ... to
make sure I wasn't ... I was being aggressive, if you will.

Judge Holmes: In 2009 had those ratios changed in any respect that you're familiar with?
a
Te

A. I mean, I would re- ... I would defer to our investment banker Dave Dunn who helped us do
valuations both in '09 and last year and even today. But generally speaking the multiple that's
used for the sale catalogs has come down a bit since the heyday of the music business.
w.

Judge Holmes: Is that a reflection in part of the digitalization revolution?


ww
om
A. Yeah. The risk ... the risk of income going away, being cannibalized. To some degree it's a
reflection of interest rates or what other investments are available in the marketplace. Also one
key component there was a time when there were six major music companies and several strong

n.c
independent companies so the competition for music publishing catalogs was intense. There's
been a lot of consolidation to the point now where there are only three major companies and one
strong independent so the level of competitions gone down.

so
Judge Holmes: Does that reflect economies of scale in the music publishing industry or is it
kind of like microbreweries where technologies advance to the point where there's even more
competition but it just takes the form of smaller, lighter, faster companies?

ck
A. The latter.

lJa
Judge Holmes: What were your ... the terms of your relationship with Mr. Jackson at the end
of his life by which I mean were you on a retainer, per-job basis, or what other ...
ae
A. You mean in 2009?
ich

Judge Holmes: 2009, yes.

A. When he hired me back in that eight-day period?


mM

Judge Holmes: Yeah.

A. We ... in that meeting at the Forum we hadn't got to the point of discussing what the
a

arrangements were going to be. That was something I would have discussed with Michael Kane
his business manager. I was assuming it would be 5 percent.
Te

Judge Holmes: 5 percent of what?


w.

A. Of his entertainment earnings that I was working off.


ww
om
Judge Holmes: Oh, like an agent or that?

n.c
A. Yeah.

Judge Holmes: Okay. Was that more or less the way you billed him back during the heyday of ...
you have to say yes or no, not nod because of the transcript.

so
A. Oh, I'm ... yes. There was a time when we were paid a retainer for doing non-music industry

ck
work and then 5 percent on music industry earnings as a lawyer, which is different, you know,
from the role we have today.

lJa
Judge Holmes: Thinking back again to approximately the time of Mr. Jackson's death you had
mentioned that there was a great deal of debt owed. I remember one was $40 million in debt to
AEG ... ae
A. AEG.
ich
Judge Holmes: And what ... were the terms of - - what were the terms of that debt? Was it
going to come due shortly?
mM

A. They had advanced money to Michael, it was actually approximately $38 million, to prepare
for the tour. Whether they had recourse or not became academic when we had an opportunity to
put out This is It, but we couldn't put it out without repaying that amount of money. So I used the
term a little perhaps more loosely there than I would when referring to the loans that were
secured by the assets.
a

Judge Holmes: Yeah. It's clearly a claim as the bankruptcy courts would say. Now there was
Te

approximately $300 million owed that had been secured by the Sony ATV ...

A. 300 mil- ... yes. Secured by Michael's half interest in Sony. That's in addition to the
w.

company debt that was inside of Sony.

Judge Holmes: By which you mean it was debt that Sony ATV owed to outsiders, right?
ww
om
A. Yeah. They had borrowed to acquire catalogs, et cetera.

n.c
Judge Holmes: Setting that aside, I'm interested in the 300 million. Were the terms of that debt
such that it was going to be coming due upon Mr. Jackson's death?

so
A. I ... not on ... that's a good question. I don't recall. We refinanced it. But it was a term loan
and the term was always short. It was always two or three years.

ck
Judge Holmes: Was it secured by anything?

lJa
A. By his interest in Sony ATV.

Judge Holmes: Okay. Were there ... oh, you had mentioned that he had real estate debt, as
well.
ae
ich
A. Yeah.

Judge Holmes: What real estate debt did he have at the time of his death?
mM

A. Michael had a home at Havenhurst Avenue in Encino which had been his principal residence,
but then he moved out.

Judge Holmes: That was his mom's house?


a
Te

A. And his mom was living there, yeah.

Judge Holmes: And what were the debt problems or the debt there?
w.

A. There was a loan on it of about 5 or $6 million and the utility bills were unpaid ... electrical,
water. They were about to get turned off.
ww
om
Judge Holmes: What were the terms of those loans? Were they going to come due upon Mr.
Jackson's death?

n.c
A. No. That was a ... that was a real estate loan. It was a $5 million real estate loan, first trust
deed. But when payments weren't being made one could ... I believe it had already been in ...

so
started the foreclosure process.

Judge Holmes: Who owned Neverland at the time of his death? Owned first. I know ...

ck
A. It was co-owned by Colony Capital and Michael, but Colony Capital was the majority partner.

lJa
It was actually a joint venture pursuant to which in addition to the money they had paid Michael
they had the right to charge interest on it, they had the right to charge an operating fee, operating
expenses, and interest on the operating expenses.
ae
Judge Holmes: In the ...
ich
A. So the 25 million that they had loaned to him at one point ... I think at this point is up past
$50 million.
mM

Judge Holmes: And what were the terms of that? Was that going to become due upon his death?

A. They owned the asset. They had the right to sell it and take the proceeds that they were
entitled to. And if anything was leftover it went to Michael. I didn't ... I didn't count that in the
debt because that was a joint venture and there was no recourse on it.
a
Te

Judge Holmes: Was there any other debt that was hovering around Mr. Jackson at the time of his
death?

A. Yes. Fortress.
w.

Judge Holmes: What's Fortress?


ww
om
A. Fortress had a ... I believe it was $80 million loan secured by the Mijac catalog and at one
point it was secured by Neverland until Colony took them out.

n.c
Judge Holmes: Okay. So Fortress is another company?

so
A. That is a very aggressive private equity firm back in New York.

ck
Judge Holmes: A usurer.

lJa
A. You got it.

Judge Holmes: Okay. ae


Mr. Weitzman: So stipulated.
ich

Judge Holmes: Okay. Do you happen to know the interest rate on that loan?

A. I believe it was 16 percent.


mM

Judge Holmes: In 2009?

A. Yes.
a
Te

Judge Holmes: Secured you said by ...

A. Mijac Music.
w.

Judge Holmes: And was that recourse or was it just secured by the Mijac interest?
ww
om
A. I believe it was secured by Mijac.

n.c
Judge Holmes: Okay. Was there any other ... oh, and was that about to come due because of
his death or ...

A. No. But we weren't able to make the interest payments. We wouldn't have been and he wasn't

so
able to so foreclosure was certainly more than possible.

ck
Judge Holmes: Okay. Any other debt?

A. Well, there were a number of creditors' claims that came in shortly after this death of, you

lJa
know, unpaid bills and monies.

Judge Holmes: Setting aside utilities and phone bills and that kind of stuff, anything substantial?
ae
A. Unpaid royalties to John Landis, the director of "Thriller" and "Black or White" and just a
ich
number of other.

Judge Holmes: Are we talking millions, hundreds of thousands?


mM

A. Millions.

Judge Holmes: Tens of millions or millions?


a

A. 5 to 10 million maybe in total.


Te

Mr. Weitzman: You might ... you might want to direct your question at some point to ...
w.

Judge Holmes: To the lawyer?


ww

Mr. Weitzman: ... to me if you want.


om
Judge Holmes: Okay. If you're on the Government's witness list.

n.c
Mr. Weitzman: I don't mean that. Not yet.

so
Judge Holmes: All right. Anything else that I've missed in terms of debt?

A. No. I think that's

ck
Judge Holmes: Did you come in the days and weeks after Mr. Jackson's death to some

lJa
understanding of the cash flow needs of this estate for this debt and for anything else it has to
do?

A. I mean, yeah. I mean, there is an accountant named Michael Kane who had been Michael's
ae
accountant. But the cash flow needs were certainly the debt service to begin with. And beyond
that, I mean, we're going to have bills to pay the people we were hiring to help with the estate.
But the cash flow needs were obviously substantial.
ich

Judge Holmes: How much per month?


mM

A. I don't recall.

Judge Holmes: Was it in the millions?


a

A. Yeah.
Te

Judge Holmes: Tens of millions?


w.

A. No.

Judge Holmes: Just one more question.


ww
om
A. Excuse me. Let me just say one thing. When you tens of millions, if you're looking at 9
percent interest on 300 million and 16 percent interest on 80 million, you probably are looking at

n.c
tens of ...

Judge Holmes: You're getting very close to tens of millions.

so
A. Yeah.

ck
Judge Holmes: Okay. You said you were familiar with the album Thriller?

lJa
A. Yes.

Judge Holmes: What exactly does the "funk of 40,000 years mean"?
ae
A. Karma. Bad karma.
ich

Judge Holmes: Ah! Is that the same use of the word "funk" with regard to Mr. James, Rick
James?
mM

A. Rick James, yeah.

Judge Holmes: That's also karma?


a

A. Yeah. I see you've been listening to sole music lately.


Te

Judge Holmes: He's from ... no. He's from Buffalo. We know him up there.
w.

A. Okay.
ww
om
Judge Holmes: Richard James.

n.c
A. Okay.

Judge Holmes: Then he went to California and everything ...

so
A. Everything fell apart after that.

ck
Mr. Weitzman: I only have two follow-up questions ...

lJa
Judge Holmes: Okay.

Mr. Weitzman: ... to your questions if I may.


ae
FURTHER DIRECT EXAMINATION BY Howard Weitzman
ich

Mr. Weitzman:

Q. Mr. Branca, when Michael Jackson passed away do you know whether there was any cash
mM

available ...

Mr. Weitzman:
a

Q. ... cash available to ...


Te

A. Yes.
w.

Q. ... to pay the debts that we dealt with with respect to Havenhurst and loan service and just
living expenses for the children?
ww
om
A. Well, we did meet with Mr. Tohme because we were trying to marshal the assets.

n.c
Q. Why did we meet with Mr. Tohme?

A. Because we had ... we believed that he might be holding bank accounts in Michael's name.
So in our first meet with Mr. Tohme he told us he had ... absolutely had no money that

so
belonged to Michael Jackson. So I think ... I can't recall if we put a private investigator on it or
you followed up, Howard, but we found out he had several million dollars of Michael Jackson's
money.

ck
Q. And did we ever get some of that money back from Mr. Tohme?

lJa
A. We got some of it.

Q. Do you remember how much?


ae
ich
A. No.

Judge Holmes: Did you have any money of Mr. Jac- ... did you know of any money that Mr.
Jackson had that was not with Mr. Tohme but subject to his control?
mM

A. Well, Michael Kane who's still the accountant for the estate, you know, had bank accounts. So
from that $38 million advanced by AEG there may have been some money in the accounts, but it
wasn't very substantial.
a

Judge Holmes: Not $10 million?


Te

A. No.
w.

Judge Holmes: More than a million?


ww
om
A. Maybe in that vicin- ... I'm just speculating.

n.c
Judge Holmes: Okay.

Mr. Weitzman: I only have one more question. BY

so
Mr. Weitzman:
Q. Were you ... did you believe there was not enough money to pay the bills?

ck
A. Absolutely.

lJa
Q. So that ... that's not quite a million dollars, is it? So I don't mean to be impeaching my own
witness. ae
A. Even if we had a million dollars ...
ich

Mr. Weitzman: No further questions.

A. ... it wouldn't ... it wouldn't have ...


mM

Judge Holmes: No. No further questions. Do you have any follow-up questions, Mr. Voth?

Mr. Voth: No, Your Honor.


a
Te

Judge Holmes: You might want to ask them in the series during your direct. Okay. Thank you
very much, Mr. Branca.
w.

A. Thank you, Your Honor.


ww