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UNITED STATES TAX COURT - TRIAL

ESTATE (OF MICHAEL J. JACKSON DECEASED)

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EXECUTORS: JOHN G. BRANCA. AND JOHN MCCLAIN

COMMISSIONER OF INTERNAL REVENUE (IRS)

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February 16th 2017

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Presiding Judge Mark V. Holmes

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

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lkin Rettig Toscher & Perez PC, Paul Gordon Hoffman, Jeryll S. Cohen and Loretta Siciliano of
Hoffman Sabban & Watenmaker and Howard L. Weitzman of Kinsella Weitzman Iser Kump &
Aldisert LLP. ae
The
IRS is represented by its attorneys Donna F. Herbert, Malone Camp, Sebastian Voth, Jordan Mus
en and Laura Mullin.
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JAMES LAWRENCE NEDERLANDER

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Theater owner wanted to do Thriller show

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Judge Holmes: Please be seated. Slightly out of order Mr.
Herbert, but do you have your witness.

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Ms Herbert: Respondent calls James Nederlander to the stand.

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JAMES LAWRENCE NEDERLANDER called as a witness sworn in.

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Court Clerk: And please state your name and address for the
record.

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A. James Lawrence Nederlander 15

Court Clerk: Thank you.

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DIRECT EXAMINATION
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Ms Herbert:
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Q. Good afternoon, Mr. Nederlander.

A. Hi.

Q. First, I want to thank you for traveling here from New York.
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A. My pleasure.

Q. So you come from a theater family, is that right?

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A. Correct.
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Q. Can you tell us a little bit about it, how did your family
first get involved in the theater business?

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A. My grandfather started in 1912. He was an original Schubert ..
partner in Detroit. My father took the business to New York and

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expanded it to Los Angeles, London, Chicago, and other parts of
the world. And this was something that I grew up in, my father
(inaudible), my grandfather, listening to them.

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Q. Okay. Have you ... after your education have you always been
in the family business?

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A. Yes.
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Q. And do so tell me a little bit first about your grandfather
and what he did.
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A. My grandfather ran theaters in Detroit, and really didn't

produce plays, he just pretty much ran them in Detroit.
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Q. And did he move to the East Coast or did he stay in Detroit?

A. He stayed in Detroit.
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Q. Okay. And then, did he start the Nederlander Organization?

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A. He started the Nederlander Organization, yes.

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Q. Okay. And then did other family members become involved in the
business?
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A. Correct.

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Q. His siblings, or?

A. No. My grandfather's siblings, no. My father was the primary

individual, and his brothers were involved a little bit as well.

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Q. Okay. And what was your father's involvement? What did he do?

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A. He ran everything, from working under my grandfather, to
expanding the company, moving it to New York, producing shows. He

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would go to New York to get shows to come to Detroit, and he
expanded to Los Angeles and London and Chicago.
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Q. Did they ... did your organization acquire ownership of
theaters?
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A. Yes.

Q. Okay. In what cities?

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A. Chicago, Los Angeles, New York, San Diego, London.

Q. Okay. And today, how many theaters does the Nederlander

Organization own, approximately?
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A. About 27.

Q. Okay. And does the Nederlander Organization produce shows?

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A. Yes.
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Q. Okay. And so are these shows on Broadway?

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A. Most of them are, some are no longer with us, as they say.

Q. Okay. Can you name some of the shows that the Nederlander
Organization produced, that you can - -

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A. Under my father's auspice, and my own?

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Q. Either under your father, or yourself.

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A. Annie, Nicholas Nickleby, Moving Out, On Your Feet, Elephant
Man, Romeo and Juliet, some more, ......
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Q. Okay. Thank you.
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A. Mm-hmm.

Q. So can you tell a little bit about the process of developing a

Broadway play or show?
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A. Well, there's a lot of different ways to do that. One, you

could see a show at a particular venue around the world and say
this is something I really want to bring to New York, or you can
create it from the very beginning.
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Q. And have you done both of those things?

A. Mm-hmm, yes.
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Q. Okay. Can you give examples of some of those, or?

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A. I saw Elephant Man with Bradley Cooper up at Williamstown, I
went up there, I told Bradley that this is an amazing show, an
amazing production, please come to New York. We talked about it

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and six months later he decided, yes. That's one. My father saw
Nicholas Nickleby in London and thought it was something that may
never make money, but yet, America public should see it and it
did come to New York and it was a masterpiece. I have approached

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certain artists to ask, to see if their catalog might be
available to make a musical. Or certain books that might be
interesting to make a play or musical so it really spans from
finding something you really like to creating something you

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really like.

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Q. Okay. And have you done musicals?

A. Yes. ae
Q. Okay. Do you remember any of the names of the musicals?
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A. On Your Feet.

Q. And what is On Your Feet?

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A. On Your Feet is the story of Emilio and Gloria Estefan, from

when they began to where they are now.
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Q. Okay. And is that show still playing?

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A. It is.
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Q. Okay. So now, did there come a time in 2008 when you were
approached to do a Michael Jackson themed Broadway show?
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A. Correct.

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Q. And who contacted you?

A. Peter Lopez.

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Q. And who is Peter Lopez?

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A. He was the attorney for Michael Jackson at the time.

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Q. Okay. Did you know him from before?

A. Yeah. I knew him periodically, on and off, you know, we meet

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at certain places. I didn't know him very well, but I knew him.
Always ...
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Q. You knew who he was?

A. Yeah.
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Q. Okay. And what did he tell you when he called ... did he call
you?

A. Yes, he did.
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Q. Okay. And what did he say?

A. He said would you like to make a musical out of Michael

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Jackson music?

Q. And what did you say?

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A. Sure.

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Q. Okay. Then what happened after that?

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A. Well, it eventually I met Michael, then we talked a little bit
about an idea and then nothing, basically. Nothing ever happened.

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Q. It didn't come to pass?

A. No.

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Q. Okay. Did you come to Los Angeles to discuss a possible
project for this, for a Broadway show?
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A. Yes.
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Q. Yes. And did you have a meeting, or meetings?

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A. With?

Q. With Mr. Lopez?

A. Yeah. He pretty much came to New York.

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Q. Came to New York. Did you also fly to LA?

A. Mm-hmm.
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Q. Did you go to the Bel Air Hotel?

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Mr. Weitzman: Is that a yes?

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Judge Holmes: Oh, you have to say yes or no, because we're on a
transcript.

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A. What did I say? I'm sorry.

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Judge Holmes: Uh-huh.

A. I'm ... yes. Thank you.

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Judge Holmes: Okay. ae
A. Yes.
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Ms Herbert:
Q. Did you come to a meeting at the Bel Air Hotel?
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A. Yes, I did.

Q. Do you remember who was there?

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A. Michael Jackson and Peter Lopez.

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Q. Okay. And did you work out a ... was Tohme Tohme at the
meeting?
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A. Yes. Yes, he was there as well. I actually met him before I

met Michael, through Peter Lopez at the Bel Air Hotel.
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Q. Okay. And did you work out a deal, a memorandum regarding the
proposed show?

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A. Eventually.

Ms Herbert: There's an exhibit that ... may I approach the Court

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and the witness?

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Judge Holmes: Yes, of course.

Ms Herbert: I believe this is already part of the stipulation of

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facts as Exhibit 19-J, but I made two copies. Okay. Let the
record reflect that I have given a copy of Exhibit 19-J to the
witness and it is also up on the screen in front of you, as well
as up there on the large screen. Okay.
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Ms Herbert:
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Q. Do you recognize this document?

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A. Yes, I do.

Q. Okay. Okay. Can you look at the page that's numbered Page 10?

A. Mm-hmm.
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Q. Of Exhibit 19-J. Is that your signature on the document?

A. It is, yes.
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Q. Okay. Is this the deal memorandum that reflects the deal that
you were working on with Michael Jackson?
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A. Yes.

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Q. Okay. Now, I believe that when we met in New York, you and I,
last June you said something about every show has an elevator
pitch. Do you remember saying that?

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A. I don't. I don't.

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Q. Do you believe that about shows?

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A. Well, I do believe that one should talk to a neighbor or
someone to try to explain to them to them what the show is about,
because that gives you a pretty decent sign if they're interested
in it or not.
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Q. Okay. Do you remember if you did ... if you had an elevator
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pitch for ...

A. For this show?

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Q. ... for this show?

A. No. Because we weren't ... we didn't finish any deal, so I had

no pitch.
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Q. Okay. Now, if you could look at Page 6 of the deal memorandum,

the section that says, "credit."
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A. Mm-hmm.
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Q. And just take a minute to look it over. Okay. So did this
agreement ... are you done looking at that?

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A. No.

Q. Okay. I'll let you keep reading.

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A. Okay.

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Q. All right. So did the deal memorandum provide for Michael
Jackson to be listed in the credits of a Broadway play?

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A. Sure.
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Q. Okay.
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A. Yes.

Q. And did it also require the use of the moniker, The King of
Pop?
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A. Say that again, I'm sorry.

Q. Well. Okay. Let me rephrase that. Did the press ... was it
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required that all press releases include the moniker, The King of
Pop?
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A. If it says it here, but, you know, we never had a deal, so

nothing was really authenticated from this.
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Q. Okay. Did any money change hands as a result of this deal

memorandum?
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A. No.

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Q. Okay. And at the time that you were talking to Michael
Jackson, Tohme Tohme, Peter Lopez, and signing this deal
memorandum, did you have any concerns about Michael Jackson's

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image?

A. No.

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Q. And at the time you entered into this deal memorandum were you

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concerned about the allegations that had been made against
Michael Jackson?

A. No.
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Q. Why not?
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A. He has a great catalog so, you know, that didn't bother me.
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Q. Okay. Did you believe a Michael Jackson show could be

successful?

A. I want to quote my father, who is no longer with us, he would

say, "Son, no one can pick a hit from a flop." So I have no idea
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if this would've been successful or not. He would have no idea if

this would be successful or not. He was alive when we were doing
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this, he didn't know. No one knows.

Q. What about with respect to other Broadway shows, do you ever

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know ...

A. No. No.
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Q. ... whether ... Okay. What about something like Hamilton? Were
you involved at all in ...

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A. Congratulations.

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Q. ... Hamilton? I'm sorry. I didn't mean to cut off your answer.
What did you say?

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A. No, no. With ... we were just an investor and it's our theater
it's in. But I didn't know what it was going to be.

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Q. So there was no guarantees that Hamilton was going to be a
success? ae
A. Look, no guarantees. My father, again, would say, and I'll
stop quoting him, you know, "How do you become a millionaire in
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the theater business? You start off as a billionaire."

Q. So did anybody else in your company have concern about Michael

Jackson's image or allegations?
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A. No.

Q. At the time that you entered into this deal memorandum, if you
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remember, was there anything going on in London that you needed

to consider or think about?
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A. Yeah. There was a Michael Jackson musical that was going on.
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Q. And were you concerned about that? Was that a ...

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A. A little bit. A little bit, but then I saw it, and I was not
really concerned.

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Q. So that didn't deter you?

A. No.

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Q. Okay. All right. Now did any complications arise as you

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started to consider this deal? Was there any problems with Rod
Temperton or - -

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A. No. We were just in the negotiation process with them, which,
you know, takes a while to negotiate deals.
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Q. Okay. So what happened after that? Did the deal proceed, did
it get consummated?
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A. After what?

Q. Oh, after you entered into the deal memorandum?

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A. No. No, it didn't.

Q. Then Michael Jackson died?

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A. Correct.
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Q. When he died, did it cancel the project, or put it on hold or

what happened?
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A. I don't actually remember ... just there were ... I don't

know. I don't remember. I think it just stopped.
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Q. All right. After he died, were you still interested in
producing a Michael Jackson-themed Broadway show?

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A. Yes.

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Q. Okay. Did you discuss it with Michael Jackson's estate at all?

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A. Not really. I mean, no.

Q. Did the estate seem interested in moving forward with the

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Michael Jackson Broadway show?

A. I don't know if they did or not. Everything just kind of went

to a standstill.
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Q. Okay.

A. lot of this I don't remember any more. It's just kind of,
you know, gone, off the radar.
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Q. Do you remember if you were ... if the Nederlander

Organization filed a lawsuit against the estate?

A. I think that was our attorney at the time, and I don't recall
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exactly what the lawsuit was about ... power .. of attorney Neil
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Papiano.

Q. Would you have seen the complaint, the legal doc ... would you
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have been shown the legal documents?

A. I might have, but I didn't really pay much attention to it.

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Q. Okay.

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Ms Herbert: May I approach?

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Judge Holmes: You may.

Ms Herbert: Okay. Let the record reflect I have just handed

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Exhibit 311-J to the witness and to the Court. I believe it's in
the stipulation ... in the first stipulation of facts.

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Ms Herbert:

Q. If you could just take a moment to look at the document and

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see if it refreshes your memory.
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A. It looks familiar, but I don't remember any of the details
here.

Q. Do you know whatever ... what the outcome was of this

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particular complaint?

A. I don't remember. I don't remember.

Q. Okay. Would you still be interested in doing a Michael Jackson

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Broadway show today?

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A. Sure. Yes.
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Ms Herbert: I have no further questions.

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Judge Holmes: Mr. Weitzman, any cross- examination?

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Mr. Weitzman: You know, I could tell you what happened in that
lawsuit.

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A. Let's hear it.

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Mr. Weitzman: No.

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Judge Holmes: You ask the questions, Mr. Weitzman.

CROSS-EXAMINATION

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Mr. Weitzman: ae
Q. So this Broadway deal memorandum for a potential Broadway play
was for a musical states .. play based on Michael Jackson and
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others catalogs in music, correct?

A. Correct.
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Q. I don't have any further questions. Thank you. Nice to see

you.

A. Likewise.
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Judge Holmes: This was going to be like the Mamma Mia where you
have the ABBA songs but not the ABBA performers?
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A. Correct.

Judge Holmes: Okay. Did you have anything to do with Urinetown,

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by the way?
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A. No, no. Did you see it?

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Judge Holmes: Finest musical about tax on Broadway in the last 50
years.

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A. I'm using the director in something ... John Rando.

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Judge Holmes: Oh.

A. He's a good talented guy.

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Judge Holmes: Very much. It's excise tax, not income tax. Any
redirect?
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Ms Herbert: Give me just a moment.
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Judge Holmes: Sure.

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Ms Herbert: No, I have nothing further, Mr. Nederlander. I told

you it was going to be very brief.

A. Okay. Thank you. What should I do with ...

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Judge Holmes: You can just leave them there. Ms. Wood will take
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care of them. Have a safe flight back.

A. Thank you very much, Judge.

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Judge Holmes: Can somebody go retrieve Mr. ... Dr. Tohme?

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Mr. Camp: Your Honor, just to clarify, the witness is excused,
right?

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Judge Holmes: Oh, he is very excused. Honor. Thanks again

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