Brandon Dozier is a strategic planner and legal counsel for entertainment artists. With an undergrad education at Cornell and legal training at Howard University Mr. Dozier has built up the necessary skills to work with various independent and signed artists. He is not one to name drop but some of the clients of his agency Starr Works Consulting have included Jill Scott, Pharaoh Monche, Unspoken Heard and KRS-ONE. We spoke with Brandon to get the lowdown on contracts and the legal aspect of the hiphop game. Artists can learn plenty in this interview but also aspiring lawyers who want to continue to contribute to the hiphop culture. I hope you enjoy the read.
Halftime: Before we get into the specifics of what artists should be aware of give us some information on your background, what you do and some of the clients you have worked with.
Brandon Dozier: What I do is strategically plan with artists. I help artists define their goals and get them into a tangible form and then we discuss tactics and different roads and avenues we can take to reach that goal. It’s very abstract in nature but I use concrete principles to help that artist bring about those dreams. Some of the artists are independent and some are signed artists. I have worked with artists with various labels and when I say labels, I am speaking primarily of distributors because the labels are products of that distributor. I’m not one to name drop and I do that for a reason. I don’t ever want someone to get confused that because I did something for someone else that the same results will happen for them. Usually if I throw a name out there like Jill Scott, Pharaoh Monche or KRS-1 immediately that conjures an image in the minds of the artist or whomever because of what that person has already put down. You may not have the intestinal fortitude to make it come out like they did so it’s not going to work. There is nothing that anybody can do, not a manager, a record company, promoter or marketing agent, for the artist. The artist has to be the person that takes advantage of what those people have to offer. That’s often the misconception. No matter my contacts, if the artist doesn’t have it in themselves to utilize the opportunities that I put before them then the result is not gonna be the same. But I have worked with hiphop artists, actors, comedians, playwrights, and authors. Just about any form of expression I have worked with them.
Halftime: What are the differences in what you do when you have a hiphop client versus say an actor or comedian?
BD: Even in the watered down form it is in now hiphop is still activism because artists are always pushing the envelope. In that sense the energy that hiphop brings is a lot different compared to someone who may be trained in the Queens English and is accustomed to that environment. A classical violinist who was raised in a different environment and was always around that posh austere and has to go to Germany to get money is a lot different than working with a hiphop artist who can blow right in there community. Most forms of expression need an environment for them to reach a certain audience that’s familiar with what they do. Hip hop is so pervasive in that sense because it has crossed that line. It’s not as pervasive as classical music but in certain environments it is. It depends on who that person is and their environment to determine the strategy and tactics that we use. It’s based on common sense principles.
Halftime: What are the major topics in law that hiphop artists should be concerned with when they are going to get a deal or try to clear a record?
BD: Copyright laws and laws of ownership, exchange and licensing. That’s the foundation of the music industry, television and any other media outlets. For hiphop it begins with knowing the worth of what you are offering. A lot of times artists in hiphop don’t recognize the value of their product.
Halftime: That seems pretty difficult. How do you go about finding out the value of a product or project if you are a new artist?
BD: It’s the same process that the record company takes. They just put it out there. They put it out there on a larger scale (i.e. radio, in-stores, videos, etc.) but a lot of those tactics can be done on an individual level too. Maybe not as widespread but you have to have something you can quantify. You are selling the product to them for something so how do you know how to value it. How do you know if a $100K advance is fair as opposed to $25K as opposed to $5K. If you don’t have it in your mind what the potential and market reach of your product is then the record company is going to take the rights from you, determine it for themselves and get what they get. You have to do it on your level, most hiphop artists do that, and that’s the quandary.
Most hiphop artists have sold units out of the trunk, at parties, on the internet or at shows. Without having done that first how do you know if your product sells better at $5 as opposed to $10 or $12. Does it work in this environment well or does video work well with my music? What the major labels are gonna do is what I call cookie mold. They are gonna put it into their stock marketing flows. That flow may have been constructed for artists like LL years ago and it worked then. Those formulas are just the formula of whoever that marketing exec is or was. You need to be your own marketing execs so you can step to them and say I know this works because this is proven. Then you are not beholden to whatever direction they put you in which sadly happens in a lot of cases even with artists who have done well independently. Somehow all the creative control has been lost and they think it’s worth it because they hit a big payday. I guess to a lot of people $250K is a big payday but in terms of music it isn’t, it’s a pittance. When you look at 50 Cent who can sell 1.2 million records in a weekend, imagine someone stepping to him offering $250K for that project but people don’t look at it in those terms.
An artist very rarely looks at it in those terms, they look at what’s right there in front of them. What’s the expendable cash that I can spend? It’s the worst form of bank loan. You don’t have to have any credit and you can have bankruptcy. You can be in the worst financial condition and the record company will offer you a contract and will give you cash so long as they get their money back only they aren’t telling you how they get their money back. They are just saying we are gonna get our money back and the artist agrees and signs it and then they call me and say I didn’t know there were publishing, video rights and other income streams available to me. But you wanted the cash and you were dealing with pressure from the people in your camp to live up to whatever image that you sold them and then got get caught in the mix. The biggest mistake artist worldwide, especially hiphop artists, make is cash. People really believe if they have a mountain of cash that that’s the answer to make them blow and give them the status they want. Money will not do it and it never has. I’ve seen projects with hundreds of thousands of dollars behind them have the bottom just sink out. We were talking the other day about Mic Geronimo and all the cash put on his second album. We can name countless examples of projects have done fairly well and the company says lets try to crossover and puts cash into it and it flops. Mic Geronimo is a perfect example of that. I would argue that happened with The Lox, Black Rob, Eightball and MJG, etc. You see the cycle happening again and that’s one of the blows that I alluded to earlier. They have this marketing plan that works for somebody but in hiphop it doesn’t translate all the time. And most of these distributors don’t have a hiphop expert, what you have is an accountant looking at the bottom line. The best activist in hiphop right now and will be as long as he is alive is Russell Simmons. If he says something will sell people believe it because he has that clout. He has done it, but no one has taken the challenge to do it themselves like Russell did.
Halftime: All the artists that we have spoken with that have gone through these issues always say the first thing you need to do is get a lawyer. How do you find someone that is gonna help translate these things going on that you are unfamiliar with that you can actually trust and what are some things they need to be able to do for you?
BD: The first thing is you really have to read and you have to empower yourself. I can go through the math on why a 12-point royalty will never work for you or why an ‘˜all in’ won’t work for you or how your royalties equate to .80 cents an album unless you sell 1.5 million. I can say all these things but if you don’t have the knowledge you won’t be able to discern whether or not what I say is true or accurate. If you are relying on anything other than that voice within you that says, I have read everything I could read on this and talked to everybody I can talk to and what this man is saying is bogus or I agree then no one can help you. You have to be willing to go through all that yourself. People ask me what books they should read and I say pick one and start. It’s amazing to me how an artist can put their life into ink and lines and not even think about how do I protect this or take the time to see what the constitution has to say about what I do. Or even to find out if it’s a constitutional issue. Given that response, it’s difficult to answer the second part of your question because if you aren’t willing to do your own research and willing to make your own phone calls then it will be difficult to find that person that can help you. I work independently and I call what I do consulting even though it’s based on legal principles I picked up in law school. It really breaks down to common sense.
Another reason it’s difficult to find that person is because everybody in the recording industry is some sort of agent. If someone goes to some lawyers all they do is take clients and ship them to labels, which is what a label would prefer. They would much rather get a client from someone like me than an A&R running around in the street because they are gonna know that the person has a legal mind and has performed some analysis and have an understanding of what they want to see in terms of a bottom line. It’s not in terms in images or concepts, that’s not difficult. What’s difficult is finding that artist that has the energy to make it work. I can find a rapper who is nice, has a lil buzz about him and tell him what he needs to know to make him blow while he doesn’t have any money and get mine on the backend or I can take him to a label, gas him and the label up, and get my 25K off the top when he gets signed. So now based on your morals, you are in a position where you can justify one end on money and the other on integrity. Either way the artist will not know without knowing himself and knowing the value of the product and performing some sort of analysis. You can’t bargain if you don’t know what you have so until that time it’s disingenuous to step to a label, manager or lawyer for that matter. The lawyer should be the last person you step too.
Halftime: You mentioned a lot of things people aren’t clear on like publishing, royalties and sample clearance. My man was just telling me how Puffy makes most of his money off of publishing and that he still gets 50% of everything The Lox still do. How does this happen to artists and what does all this mean in laymen terms?
BD: Don’t think of it in terms of music think of it in terms of something you know. Everybody has sold candy for school and they say go out and sell them for a dollar and we’ll give you X amount. Someone along the line has maintained that the candy bar is gonna sell for a dollar. The equivalent to that in music is the Library of Congress and the copyright law. They decide how much every song hits for. Right now it hits $.08 cents a minute. This is what they call mechanical royalties and these royalties are what the record company pays the artist for every record distributed. There is a royalty for having the right to put their intellectual idea on a medium and distribute it to the public. The Congress says you have to be paid $.08 cents per minute per song. What do artists do? They will sign a contract that says I will give you the right to 25% of my mechanical royalties off the top. Now they have reduced this $.08 cents to $.06 cents. That doesn’t sound like much but when you talk about per unit and that most projects are going to ship 250K regardless that’s a significant chunk of change. That’s the difference between $150K and $225K. Most artists think that they have to agree to that. You are agreeing NOT to apply what the U.S. Congress says to apply. You’re saying I agree this isn’t law and they say fine we’ll take that 25% right off the top. That comes from publishing.
Another form of income that comes from publishing is the writers share and the publishers share. It’s like an undivided house. If you, Johnny and I get a crib we can either be tenants-in-common or joint tenants. Tenants in common mean all of us own the whole house but it’s an undivided ownership meaning I can’t sell off my third of the house whenever I get ready. It’s the same thing in publishing. The writers are the people who produce the song, so that’s words and music. They get an undivided percentage of that. So if you look at the liner notes and it says B.Dozier, J.Johnson and M.Whoever those writers get a share along with whoever owns that music. Now when you sign a record contract, well hopefully not you after this conversation, what you are saying is here is the whole house. So per record sale is one thing from royalties but embedded within that you are selling your rights as a writer as well. Traditionally it’s been split where 50% goes to the publisher (proprietor of the record) and 50% goes to the writer. But nowadays most record companies have close relationships with publishing houses so more often then not if you have a big label personality like Puffy, Steve Stoute, or Lyor Cohen publishing is written in once you sign over the rights to the record. So if you don’t retain them then they don’t belong to you. That’s the whole problem when you try to quantify an idea.
Copyrights are intangible so under that you have sub ideas. These royalties were formed way back in the day when songs were on piano rolls when the only way to recreate the song is to recreate the whole roll. So I can get a copy of Usher, T.I., or Lil Jon’s album form a record company and print up there music, distribute it in stores and it’s perfectly legal. It’s not a bootleg operation as long as I pay him mechanical royalties. That’s called a compulsory license. You have to pay royalties to the owner monthly, which means you have to have up front cash. So when you go to Pier One and they are selling a CD filled with classic songs that’s an example of that. They just print them up sell whatever and cut the record company a check each month. So you have to really understand the copyright laws or you won’t know what’s accorded to you and you have to take that contract at face value.
Most people self publish like Lionel Richie, Smokie Robinson, Quincy Jones and it’s perfectly cool to say I don’t want to sign over my publishing to you but you have to have the clout to make that happen. A lot of artists don’t want to wait till they have the clout so they can have the power to make that happen.
Halftime: Now how long does some of this stuff last. Let’s say The Lox for example they been off Bad Boy for a minute but Puff is still getting checks. How long does this stick with them?
BD: Their buyout was two million dollars when they came out with the ‘œFree the Lox’ album and all that. This is all public record. Puffy was like I’ll let you out of the deal for two million. They don’t have any money but they got rhymes so they go to Ruff Ryders sign a deal and make releases. Styles made some dough, let’s give him the benefit of the doubt and say he went gold. If he signed by any means a similar deal that he did with Puffy, which means you take 500K multiply it by $.80 which is probably his royalty rate, you come up with around $40K and that doesn’t even knock a dent in that two million. Now let’s take Jada and say one went gold and one went platinum so you have 1500K units so you have a significant amount of cash. Now we are talking about one million times $.80 which is about 800K and that’s not even half of what he owes Puffy. Now he has this other album that will put some more cash to it. But this is only if he doesn’t take any money for himself, doesn’t pay any producers or any of that stuff. It’s the nature of the contract. I wish I could have a show that I can have a laser light pen and go down a contract point by point. It will blow your mind.
Halftime: What are some other things record companies try to sneak in there?
BD: Let’s take a standard royalty reduction which is pressing and labeling. Basically they are saying this is the deduction we take from printing up your CDs. Check this out it’s a 25% reduction on your royalties. So let’s say every unit retails for $10 that means 25% is $2.50 and lets say they print up 100K CDs. Now what CD manufacturing plant do you know that will charge you $250K on an order of CDs of 100K. I’ve ordered CDs before and I remember it was $1500 for a first run of about 1000 CDs give or take the overage which would make my unit $1.50. That’s on the run of a 1000 so you think of a run on 100K my cost should negligible like maybe $.25 cents or $.30 cents per CD. They are charging you $2.50 per CD off the top my friend. So you’re getting took there. You are getting taken with the 25% statutory mechanical fee when Congress says you have to get paid $.80 cents per but not only do you say I’ll take it for under $.75 cents but we can cap it at ten songs. So I’ll have dudes be like I got a double album kid, got about 19 songs on the joint and I’m like oh really it says you’re only getting paid for ten on this contract.
Halftime: What about recoupment? I guess that’s standard that everyone should know about that right now.
BD: Most people should know about recoupment and like I said it’s a bad bank loan and it really depends on your royalty rates, the producer’s royalty rates and whether or not it’s ‘˜all in’ which by nowadays it probably is. ‘˜All in’ means you get paid a 14% royalty, 11% for every song goes to you and 3% goes to the producer unless its like The Neptunes or Timbaland. They are going to get their 4% or 5% because they already put it down that they make hits so they are not gonna get that regular 3% so that digs deeper into your royalties.
Halftime: So now, not only are you paying them more up front but they are getting more on the back end too.
BD: Exactly, but all of this is just a trade off for getting upfront cash. The record company knows that just by them printing up your CDs they are going to make their cash back.
Halftime: That’s crazy right there.
BD: You have to know the numbers that’s why I answer in very vague terms. People get mad at me because they just want an answer but I am being as clear as I can. I’m saying if you don’t change the way you think you are always going to get took. This game is chess it ain’t checkers. You have to know everything that’s in play and it gets complicated. People don’t see the use in reading the whole copyright act or reading the whole contract or David Passman’s book or other people’s books who have been through what you are going through. If you don’t know these things while looking at a contract and someone can’t break it down to you in common sense principles it’s not going to appear absurd. Its gonna seems like a good deal cuz it has a dollar sign at the top. People are like ‘œThis is a good deal for $100K’ but its not because you have to pay at least half of that just to get the album done. Imagine putting a producer on there, he wants his advance too. What record company is gonna put a record out with a whole bunch of obscure producers on it? No record company is gonna do that but you can. It’s like Jada said why sell in the stores what you can sell in the street. That’s an interesting proposition.
Now that you know $2.50 is being taken out of your pocket just by printing up the CD, printing up 10-15 CDs and selling them at a bootleg price of $5 doesn’t sound so bad. You know that those CDs are selling. That cat sitting outside the train selling CDs is moving units in an eight hour period at $5 per. You can do the same thing with your original product. So it can really get complicated because you have a lot of theories at play you have copyright theory, a lot of contract theory and the whole publishing game which is all written into the copyright law. Without knowledge of those principles it’s really hard to break them down. So I use a lot of pie charts and graphs and show the most common mistake artists and executives make. They only look at one pie and split it up but there are actually several pies with publishing, royalties, the whole performance and management game, and another that’s getting popular is advertising. The best example of that is the Black Eyed Peas. I never felt them as a unit but they were on sketchers, triple five soul, when they didn’t have a song on you saw them.
Halftime: And that NBA playoffs spot that they played to death.
BD: That didn’t even come from their song. That came from them selling sneakers and apparel. I will bet that ‘˜Let’s Get It Started’ netted them more money than any project they had theretofore. That song probably made their whole career. Same thing with Outkast I loved to see them win. They had a double album and that was set at twenty something dollars so that is double royalties especially when you do a double diamond album. They sold over ten million. You take those numbers I gave you with the $.80 and you start moving that decimal around that’s $8 million off the top and that’s not even counting kickers.
Halftime: I got a question off of Okayplayer that dealt with sampling. The person wanted to know in terms of sampling what are the average costs for sample clearance for one song. In this case, the one song would be one recorded by a rap or r&b artist. What factors determine whether or not the sample has to be cleared. He asks this because on Talib Kweli’s ‘œGet By’ the Nina Simone sample was credited but nowhere did you see the source of the beat listed. Essentially Kanye used the recording and it wasn’t done by someone else to sound like the recording so why does one get approved while another slips through the cracks?
BD: That’s an excellent question. It’s really arbitrary. First off when you are sampling you are using a song and songs have ownership by two people (1) the record company that puts the song and they have the exclusive right to record, distribute, print, and the artists exclusive rights to use their name and likeness. Then you have (2) the publishers who own the song and market the song, take it to radio and earn royalties from the song from public performance, which goes from jukeboxes to live events like the Super Bowl. The Super Bowl itself pays royalties based on the album reach. Well the publisher owns those rights so when you sample a song you have to get the rights from those two entities the record company and the publisher. A sample-clearing house will find those two people for you and either negotiate a deal for the use of the song or a lot of times what you’ve paid the sample clearing house is good enough because either the publisher couldn’t be found or it was a copyright that wasn’t renewed so it went into public domain. Any number of things can happen.
The reason why a song may have slipped through the cracks and they credited the artists and not the song could be for one of those reasons or maybe since Kanye and Talib are signed artists it may have been taken out of their budget to clear it. It’s in the artists contract that anything they bring to the record company has to be cleared. So the record company will put it out there and if anyone jumps up and says this is a protected song then they will say we have by contract that this artist stipulated he would clear any samples he brought us and assume liability. So here’s Kanye’s cell number. It all falls into the artist purview. Now with ‘œSuper Freak’ when MC Hammer used it they just paid Rick James a lump sum of cash and there weren’t even residuals after that and Rick was like I’m cool with that. He didn’t care and there are a lot of people like that. If you can find artists like Al Green now and splash them with $50K and say let me use these few bars in this song then who is gonna say no. Even better if I own the copyrights to those songs you don’t even have to call Al, you can call me and I’ll be like yea you can give me $50K for the song and all I need is a courtesy credit to my firm and two or three points off the top.
Halftime: A lot of people are wondering about this new sample ruling. What are the implications that may have on producing?
BD: You have to read between the lines when you read a court ruling. The circuit court ruling is only for whatever region that circuit is in (the ruling was in the 6th circuit – Ohio, Tennessee, Kentucky, Michigan). What it says is that you have to get a license to sample and that doesn’t necessarily mean you have to pay an exorbitant amount. Just like we have a driver’s license this is along the same lines. However, it will affect people like Suave House who are in that region. Nashville is also the home of publishing so this could have interesting implications. That doesn’t say that the Supreme Court can’t come back an overrule them. It will be interesting if this is flushed out enough that the Supreme Court will hear it.
Halftime: I’m wondering how they enforce it. Is it if you make it there or if you sell it there?
BD: Probably anything that has ties to interstate commerce through that locale is gonna set off a siren. But if the song was made out in Virginia you are fine but when you start talking about intangibles like music a lot of questions start coming to the floor.
Halftime: What’s the most interesting case that you have had?
BD: I had a client out of Baltimore. A young kid who was fourteen years old when he was brought to me. This kid could play anything you could give him. He came through his parents and what makes these cases so interesting is when a guardian is involved the kid has more sense than the parents do. Parents are really thinking this money is gonna fall out of the sky tomorrow and have already extended themselves based on that thinking when the deal is months away. The kid was a minor and had a contract with a production company that was very onerous and looked like a form contract that said give us three years and we’ll find you a deal and of course the kid signs it. He came to me and asked what he should do and I told him do what you want to do because in the eyes of the law you’re an infant and a contract can’t be enforced against you. So he got the producers on the phone and one is gangsta and the other is a musician. So he gets on the phone like you saying this kid can get out of this contract? I’m coming to see you dude. So I gave him the address and directions. Then he was like well I’m saying I got this contract and his mother’s signature is on it. I said that’s great but what you should have gotten is a lawyer that would have told you a minor can’t even have a contract even with the parents signature. And because his talent is of a peculiarly nature his mother cannot fulfill the contract for him which means it’s a one of a kind contract.
Children have to go through a judicial process to bind themselves to a contract. What happens is you are supposed to take the kid to court where the judge asks if he understands what he is signing and that he will be bound by this contact and then the kid signs with the parent there. However, in New York it is not even bound there because the language is so complicated they can’t even make a ruling on it. Dealing with that was so interesting because you had so many things at play and so many people who had endeared themselves to the kid.