My friends are those who give me what I need.
Bill & Pat, the BPM production team (comparable to Ton Prob), are back for The Afternoon Shift on what is technically a production day. That is, no formal rehearsals or writing together. Tomorrow is technically a day off.
My health is not 100% but I've had reading time, plus some further writing on "Larks IV". A new & developing direction is emerging which is also glueing together the other blocks. But excitements! Toyah is back in England and has checked into her hotel in Manchester, ready for "The Heaven & Earth Show" tomorrow morning on BBC1. We haven't been able to speak while she's been in Israel, so hopefully we will later.
Response To The Guestbook:
As promised: King Crimson copyright (for the EG / Virgin catalogue 1969-84) vested in RF as an individual. What follows is, obviously, a personal interpretation.
The chief feature, or governing strategy, of EG / Messrs. Alder & Fenwick was control. This involved control of income, control of information, and control of power in all its forms. Except one - creative action. Ironically, by exerting control, EG put themselves outside the sphere of creativity activity.
Maximum control = certainty = guaranteed outcomes.
Certainty = death, and its creative analogues.
"The first thing they (EG) taught us was, control the artist" (former EG employee in conversation with RF). This meant that EG could only survive when it had access to, and could exploit, the creative action of others - primarily its artists. Gradually, all the EG artists left an office which, by exerting maximum control, extended its Hand of Death to embrace them. Hence the alternative expression of the EG acronym: "Everyone's Gone (or going) Management".
A corollary of control is the fear of creativity. So, not only did EG's strategy act to ultimately drive away its artists, it also acted as an employer of people who were themselves not inclined to act creatively. There were only 2 or 3 exceptions, in my view (2 were sacked and 1 left). Alex Patterson (of The Orb) worked at EG for a while in the late 1980s as an A&R man. When he took his ideas to employer Mark Fenwick (before The Orb happened) he was told "Dance music won't last" (AP to RF conversation). Mr. Alder approached Alex in the EG Aftermath to do some production work for EG, when The Main Men were seeking to re-establish themselves as viable players in the music industry. But Alex & The Orb were by then well established and knew the score with EG.
So, control was EG's strength on one level, while also their profound weakness.
The greater the uncertainty in any process, the greater the room for the spirit to enter.
The greater the control in any process, the greater the process is bound by mechanical laws.
A mechanical process winds down.
If a controlled process is also inequitable & exploitive, its long-term future is unlikely to be sustainable.
An operation of the spirit is eternal.
When the dispute began I had little information about my own affairs, let alone EG / Messrs. Alder & Fenwick's body of operations. "What have we done? We have nothing to hide" was the last comment Mr. Alder made to me, face to face, in my final meeting at 63a, Kings Road, with Mr. Fenwick & himself (April 1991). This is an unusual comment from someone who has nothing to hide to someone who wasn't suggesting they were hiding something.
Messrs. Alder & Fenwick made high claims for themselves in terms of their "renown for probity and sound business practices" in an industry known for its dishonesty and exploitation towards artists. My only weapon as a small, lonely aspirant musician facing the EG organisation & employees was to access information and make it available to others. From the standpoint of Messrs. Alder & Fenwick, knowing what they knew of their activities, this was not information which could be allowed to become public knowledge. But gradually, I acquired a large body of information on their affairs. By 1994, I knew what they had done, & why and how they'd done it.
For the first two years of the dispute, regrettably neither Virgin nor BMG took me seriously. It was only when my High Court writ was served (1993) that both these parties were prepared to respond to me, although both of them had been aware of the issues before their acquisitions of the EG record & publishing catalogues. I presented myself as acting on behalf of all the KC artists, although I was the only party named in the High Court writ and the only person paying the legal fees. Ken Berry, power-possessor at Virgin, has my respect. BMG Publishing I view as artist-unfriendly and I hold them in contempt.
The terms of the out-of-court settlement with Virgin significantly increased the royalty rates to all the artists.
The terms of the out-of-court settlement with BMG Publishing increased my royalty rates.
Copyrights for both records & music were invested in RF as an individual, although bound by exclusive licences for the durations of the copyrights.
This was the best deal I was able to achieve, acting as the sole litigant against my former managers & their companies, and two of the world's largest music groups. As the formal copyright owner, I acknowledge in turn the copyright interests of the other relevant Crimson artists.
But why would Virgin / BMG acknowledge RF as copyright owner but not the other artists? Well, they haven't told me, but this is my take:
1. There was only one name on the High Court writ.
2. In any copyright / licensing issue, there is only one person to deal with.
The second is probably key. It is impossible to act effectively or swiftly with a committee, particularly of artists. There will always be disagreement, even where the members are experienced, mature and friendly. Where members have grudges, personal unresolved issues or resentments, disagreements multiply. Difficulties become problems, problems become insurmountable, and when insurmountable problems become intractable. In matters of business, this means business grinds to a halt.
RF is in effect, as a poster suggested, a default setting for Crim copyright. There may be some former members for whom this is not a fully satisfactory solution (I'm one of them). There were two other practical options:
1. Copyrights owned by Virgin & BMG;
2. All members to be formally allocated an equal share of the copyright interest. This would have taken a joint action involving each member, equally sharing the legal fees, time and energy put into the action. But no artist in their right mind would give up their life, career & savings to fight an extended legal action (which is why so many business advisers in the music industry get away with as much as they do). This implies that other (and former) Crims have greater sanity quotients than RF.
The comments below are from an introduction to an extensive report which I presented to interested parties in 1994/5.
Endless Grief
I
"What is immoral is not that the adviser's interests have been served, but that they have served as the criterion of action ... the adviser has been guilty of teleopathy, and has violated both fiduciary responsibility and ordinary decency".
????Just Business - Business Ethics: Elaine Sternberg (1994)
My contention is that Messrs. Alder & Fenwick of EG Management increasingly gave precedence to their own interests over those of their artist; that is, they used their position as advisers to exploit an artist whose interests they nominally served, and that this became their prime criterion of action. EG Management therefore are guilty of violating their fiduciary and professional responsibilities and duties towards me.
This I argue on the basis of fair comment given the acknowledged late payment of artist income, the published and audited accounts of EG companies and companies under the common control of Messrs. Alder & Fenwick, the principals' known position as Lloyd's Names in the period 1984-91, and my close involvement with the EG Group between January 1969 and June 1991.
I argue also on the basis of fair comment and available information that Mr. Alder used the Power of Attorney which he held in my affairs, in conjunction with his privileged position, to negotiate and authorise loans to my personal company, such loans as would not have been necessary (or at least to the same degree) had Mr. Alder in his dual and triple capacity as my record and publishing company discharged his responsibilities in prompt accounting of due and arising royalties; also, that the manner in which he conducted and directed my business affairs was such as to conceal the actual position whereby my affairs were being prejudiced by the financial difficulties of companies under his common control.
Upon the basis of this, I argue that the inherent conflict of interest is clearly demonstrated; that Mr. Alder could not have been other than aware of it; and that he allowed himself to use the several positions of responsiblity which he held over my affairs to act in accordance with, and further, his own interests over and above those of my own.
I also argue, subject to depositions given by David Enthoven and John Gaydon in 1993, that I enjoyed copyright interests in both records and publishing from 1969. Subsequent assignments, e.g. publishing copyrights assigned to EG Music made at Sherborne House on February 22nd. 1976 at the insistence and recommendation of Mr. Enthoven and Mr. Alder in person, were made without benefit of legal counsel (which was neither recommended nor present) and subject to a collateral oral warranty given by both of them.
I argue therefore that the disposal of the EG Records and EG Music catalogues were subject to the original agreements made in respect of them, ratified by the collateral oral warranty, and in which I enjoyed a part interest.
I argue also that subsequent assignments were made on the basis of the undue influence of my management, notably Mr. Alder, a prime beneficiary of the assignments made at his recommendation and insistence.
II
The settlement agreement between Messrs. Alder & Fenwick, Virgin Records, BMG Publishing and myself settles the outstanding issues as a matter of law and accounting. It does nothing to resolve the fundamental problems nor to address their causes. A resolution requires an acknowledgement of events such as have occurred, an acceptance of responsibility for those events, and an attempt to address the concerns to which those events have given rise.
The claim of Messrs. Alder & Fenwick to be the "Good guys" and "honest, God-fearing family" men "renowned for their probity and sound practices", of setting high standards of professional life, in an industry which provides many examples of malpractice, is one which is hard to reconcile with my experience of the actual conduct of EG business affairs, at least in recent years. The claim also sits badly with several of the former EG artists whose experience of dealing with Messrs. Alder & Fenwick would not seem to be in accord with the high claims made by the partners of and for themselves.
Self-deception is not illegal, but where ill-founded claims of integrity are incorporated into a company's quasi-public presentation of itself and becomes a basis for trading, one may reasonably argue misrepresentation.
"Sound business practice" is taken to include such demonstrable and easily-established features as protected client accounts, the recommendation or provision of independent legal and financial advisers, and regular and prompt accounting. Any firm claiming high standards for itself would set transparency and openness as primary operating principles in the conduct of their business.
Similarly, a potential conflict of interest is recognised and acknowledged, and outside parties or arbitrators approached where difficulties may be anticipated. The position where a record company manages its artists, a music publisher is business adviser to its writers, and where record and publishing companies are the same person as business manager, is a position fraught with potential difficulties and exploitation of the artist. This situation is only feasible where the company personnel are of the highest standards of integrity and the business practices are firmly based in ethics and morality. Simply put, the firm is run by gentlemen for whom their word is their bond, and for whom personal honour is involved in discharging any undertaking which is held as binding.
Such was the position of EG Records, EG Music and EG Management, under the common control of Messrs. Alder & Fenwick who claimed of themselves renown "for their probity and sound business practices".
"The EG Way"
I
Increasingly throughout the 1980s Mr. Alder used the term "the EG Way". What was "the EG Way"?
All artist income was funnelled directly into EG Management from live performances, records and publishing, including royalties from EG Records and EG Music. EG Management deducted 25% commission from the artist's gross income, including the royalties received from EG Records and EG Music. Costs attributable to the artist (considered as such by EG) were also deducted by EG from artist income. If a tour suffered a loss, the loss was recouped from record royalties.
The full costs of recording an album were attributed to the artist and deducted from the advance paid by the licensee (Virgin Records during the latter 1980s). The advance was recouped against artist royalties. The advance paid to EG Records (i.e. their share of the total advance from the licensee) was also recouped against artist royalties - the share of advance paid to Messrs. Alder & Fenwick was met by the artist. EG's share of the royalties were paid from the sale of Record One, yet the artist received no royalties until the cost of producing the album, any loss touring in suppport of it, any residual advance left for the artist, and the total advance to Messrs. Alder & Fenwick, were all recouped. In addition, full costs of changing formats (for example, from vinyl to CD) or maintaining the format in keeping with current technology and standards (by re-mastering recordings) were charged in toto to the artist. EG Records then claimed to own the copyright in the record for which the artist had paid. (Messrs. Alder & Fenwick sold the copyrights of the EG Records catalogue to Virgin Records in April 1991 for an estimated £2.5 million).
Simply put, Messrs. Alder & Fenwick owned the record for which the artist paid, received an advance for which the artist paid, and drew income from Record One. The artist also paid for tour losses in promotion of the album, in addition to doing the work. When all these costs had been recovered from the artist's share of sales, the artist would then also receive royalties.
This became the EG "usual policy" under Messrs. Alder & Fenwick and was markedly different from the early and founding relationship between managers and artists.
The expression "the EG Way" became increasingly used by Mr. Alder (I never heard it used by Mr. Fenwick) after 1984, seven years after the departure of David Enthoven (although David Enthoven's name was still displayed on EG headed notepaper as a director until early 1985 when he threatened legal action to remove it). I heard the expression mostly in the negative (as in "that is not the EG Way"). This occurred when Mr. Alder disagreed with a proposal. Sometimes this was also implied in the expression: "We don't do that".
II
Messrs. Alder & Fenwick have never revealed to me the terms of their licensee arrangements for EG Records and EG Music. I am unaware of the size and percentages paid to EG Records for any records I have made and delivered, and am similarly uninformed as to advances and agreements made between EG Music and its licensees for any of my published material. (Publishing licensees have never been audited). The annual advances paid from the licensees to Messrs. Alder & Fenwick were then at the partners' disposal prior to the period in which payment of artist royalties became due (whether made promptly or not).
The terms between myself and EG Records and EG Music were (according to Mr. Alder) determined by EG Management according to "usual practice". A "usual practice" would seem to imply:
i) Such practice as was commonly understood between all parties;
ii) A consensual basis for that "usual practice";
iii) An operation over time involving the full knowledge, consent and understanding of all parties; in this case the EG Group and its artists.
The degree to which artists have been consulted in the determination of the EG "usual practice" and the extent to which they are knowledgeable in its operations, is currently subject to some controversy. Also, the dates upon which various facets of this "usual practice" have begun to be implemented are also the subject of current debate.
The governing assumption between myself and my managers was that the terms were the best available in the market conditions of the day, and that Messrs. Alder & Fenwick (as managers) in determining these conditions were acting in the best interest of the artist. As owners of the record and publishing company to which they were supplying my services, it must also be assumed that they were acting in the best interests of their record and publishing houses.
The incompatible nature of these dual and triple interests was never mentioned to me by the partners. These dual and triple interests were further complicated by Messrs. Alder & Fenwick's movement into business interests which included property development (1984), the Lloyd's of London insurance market (also in 1984), and the acquisition of a security and related companies shortly afterwards. What would be the case were a company under the common control of the partners to run into difficulties? What would happen if the EG Music Group guaranteed a loan of £1.85 million from a bank to their property company, and the market then collapsed? What would happen if the partners were on Lloyd's syndicates which made large cash calls on its Names?
Fair to say, my understanding of the terms of engagement were significantly other than those understood by Messrs. Alder & Fenwick. The "usual practice" to which I was a party was the EG usual practice from the very beginning, in 1969. Since there were no discussions to significantly modify these underlying agreements after 1969, even that they were ratified in February 1976 (between myself, David Enthoven and Mr. Alder) and in July 1977 (between myself and Mr. Alder in London).
The "usual practice" recently and presently referred to by Mr. Alder to explain certain aspects of our joint business arguably includes subsequent modifications introduced by Mr. Alder without my knowledge or assent.
EG "usual practice" has recently been invoked by Mr. Alder for not paying record royalties (because of "cross-collateralisation" in accordance with EG "usual policy").
III
My impression is that Mr. Alder interpreted a querying of his decisions as impugning his honour. The maintenance of his good reputation seems to have been important for Mr. Alder, given his willingness to threaten litigation where adverse criticism and commentary is involved. Mr. Alder has claimed for himself, in conversation or letters, that he is "an honest, God-fearing family man", a "Good Guy", trustworthy, and "renowned for his probity and sound business practices".
I do not dispute that this is how Mr. Alder sees himself. Yet when high standards of personal integrity and business practice are claimed but where conflict of interest, gagging clauses (even between husband and wife), evasion, and widespread late payment of royalties are present on a significant scale; where a settlement agreement asks an artist to give up their right to audit (1991); where (in my own experience) bullying and undue influence are brought to bear; it is fair comment to suggest that there are prima facie reasons for questioning a party's such high claims of and for themself. One might wonder whether "the gentleman doth protest too much".
Gentlemen are those who, in one definition, "behave with courtesy while under stress". Gentlemen do not access their clients' funds, misuse Power of Attorney, refuse to give accounting, act wilfully in extremis to their own advantage where there is clear conflict of interest, nor seek to evade and escape responsibility for their actions. Neither do they expect, nor demand, that their employees or licensees adopt a lie on their behalf. If a gentleman's conduct is unbecoming, they acknowledge that this is within the purview of their own person, and the matter goes no further.
To consider and discuss a person's actions, demonstrably available for analysis, examination and commentary, is not to seek to defame the reputation of that person: it is to establish an accurate picture of their actions and reach a judgement on their conduct. Once that judgement is made, one is free to extrapolate from the quality of the conduct the quality of the person. As Henry Kissinger remarked (regarding the post-bellum arguments surrounding the conduct of the Vietnam war): "These are matters which reasonable people may debate". Mr. Kissinger assumed that reasonable people were not denied the provision of relevant information, nor restrained from both private and public discussion by gagging clauses, maintained vigorously by threats of litigation.
Where there is any oral agreement between two parties, originating in good faith many years ago, it is hard to argue against the decisions of the party holding the money and who claims a "usual practice" in a distribution which is not substantiated by written agreement; particularly where the same party is responsible for supervising on behalf of the first party their own conduct in the distribution.
My argument, based on fair comment and available information, is that EG "usual practice" is sometimes malleable and changeable, in accordance with the particular point which Mr. Alder is arguing. Mr. Alder risks the criticism that EG "usual practice" is whatever Mr. Alder would claim to be such, despite available evidence and the understanding of its (former) artists; even, may be discovered and instituted retroactively by EG.
I argue, on the basis of fair comment and available information, that Mr. Alder's claims of "renown for his probity and sound business practices", of being "an honest, God-fearing family man", of setting high standards of professional life in an industry which provides many examples of malpractice, is one which is hard to reconcile with the actual conduct of EG business affairs, at least in recent years. The claim also sits badly with several of the former EG artists, with whom I am in contact, and whose experience of dealing with Messrs. Alder & Fenwick would not seem to be in accord with the claims made by the partners of themselves.
Hypocrisy is not illegal, but it is without honour.
"Space has its own rules and determining conditions."
