Did Slash and Duff return to Gn’R as “employees”?

[Draguns]

Part of my job at Bloomberg is to research legal tails of Private Equity firms and their portfolio companies. For Guns N' Roses, I just looked at the California state registry for business. Guns N' Roses Inc was dissolved in 1997. Now if you do some research on the filing for the lawsuit, you will notice that it states Guns N' Roses Partnership of California.  If you look at the website for the state registry, you will see that businesses can organize in four ways: Corporation,  Limited Liability Company (LLC), Limited Partnership, General Partnership,  Limited Liability Partnership, and Sole Proprietorship.  For our purposes, General Partnership and Limited Partnership should be the focus.  Here is the link for the explanation of each. https://www.sos.ca.gov/business-programs/business-entities/starting-business/types/

Now if you look at the U.S. Trademark website, http://tsdr.uspto.gov/documentviewer?caseId=sn75088597&docId=S8920170729151125#docIndex=3&page=1 
you will see how GNR is formed as a legal entity.  The partners listed are Axl, Slash, and Duff. Axl is listed as a General Partner. From the definition of a Limited Partnership on the California State Registry, a LP has have one general partner and one limited partner.  A General Partnership has to  have two or more people engaged in the business.  GNR is either set up as a GP or LP, but Axl, Slash, and Duff are partners in this legal entity.

As a source, Bloomberg would use the U.S. Trademark or SEC filings  to determine who is/are the executives of a company.  I hope this clears things up. 

[RussTCB]

5 minutes ago, Draguns said:

Part of my job at Bloomberg is to research legal tails of Private Equity firms and their portfolio companies. For Guns N' Roses, I just looked at the California state registry for business. Guns N' Roses Inc was dissolved in 1997. Now if you do some research on the filing for the lawsuit, you will notice that it states Guns N' Roses Partnership of California.  If you look at the website for the state registry, you will see that businesses can organize in four ways: Corporation,  Limited Liability Company (LLC), Limited Partnership, General Partnership,  Limited Liability Partnership, and Sole Proprietorship.  For our purposes, General Partnership and Limited Partnership should be the focus.  Here is the link for the explanation of each. https://www.sos.ca.gov/business-programs/business-entities/starting-business/types/

Now if you look at the U.S. Trademark website, http://tsdr.uspto.gov/documentviewer?caseId=sn75088597&docId=S8920170729151125#docIndex=3&page=1 
you will see how GNR is formed as a legal entity.  The partners listed are Axl, Slash, and Duff. Axl is listed as a General Partner. From the definition of a Limited Partnership on the California State Registry, a LP has have one general partner and one limited partner.  A General Partnership has to  have two or more people engaged in the business.  GNR is either set up as a GP or LP, but Axl, Slash, and Duff are partners in this legal entity.

As a source, Bloomberg would use the U.S. Trademark or SEC filings  to determine who is/are the executives of a company.  I hope this clears things up. 

First of all.....thank you for that. Very informative! 

Second, if I'm reading that right they're partners not "employees". Correct?

[Draguns]

3 minutes ago, RussTCB said:

First of all.....thank you for that. Very informative! 

Second, if I'm reading that right they're partners not "employees". Correct?

You are quite welcome!  Yes, you are reading that correctly.  

[Original]

So how was Axl able to carry on as “Guns n Roses” without Slash n Duff?   

[Blackstar]

It's possible that there was a different kind of arrangement/partnership for the NITL touring band in the beginning of the reunion.

The 1992 partnership agreement of Axl, Slash and Duff coincided with the signing of the renegotiated recording agreement with Geffen - it was either a prerequisite for signing the new recording agreement or the result after signing it, as the partnership had to be redefined after the departure of two original members/partners. The recording agreement included potential solo projects by the partners. The recording agreement changed again in 1998, after Slash and Duff had left (and unknown how many times after that).

It's interesting now that Duff's new solo album is being released by a Universal label. Does it mean that Duff signed a deal with Universal as a solo artist? Or maybe the revived GnR partnership has a newly renegotiated deal with Universal which gives the option for solo projects too?

Edited May 26, 2019 by Blackstar

[Blackstar]

2 hours ago, Draguns said:

Part of my job at Bloomberg is to research legal tails of Private Equity firms and their portfolio companies. For Guns N' Roses, I just looked at the California state registry for business. Guns N' Roses Inc was dissolved in 1997. Now if you do some research on the filing for the lawsuit, you will notice that it states Guns N' Roses Partnership of California.  If you look at the website for the state registry, you will see that businesses can organize in four ways: Corporation,  Limited Liability Company (LLC), Limited Partnership, General Partnership,  Limited Liability Partnership, and Sole Proprietorship.  For our purposes, General Partnership and Limited Partnership should be the focus.  Here is the link for the explanation of each. https://www.sos.ca.gov/business-programs/business-entities/starting-business/types/

Now if you look at the U.S. Trademark website, http://tsdr.uspto.gov/documentviewer?caseId=sn75088597&docId=S8920170729151125#docIndex=3&page=1 
you will see how GNR is formed as a legal entity.  The partners listed are Axl, Slash, and Duff. Axl is listed as a General Partner. From the definition of a Limited Partnership on the California State Registry, a LP has have one general partner and one limited partner.  A General Partnership has to  have two or more people engaged in the business.  GNR is either set up as a GP or LP, but Axl, Slash, and Duff are partners in this legal entity.

As a source, Bloomberg would use the U.S. Trademark or SEC filings  to determine who is/are the executives of a company.  I hope this clears things up. 

Yes, the applications for renewal of the trademarks after  1997 were signed only by Axl as a general partner, but always in reference to the initial registration by the 1992 partnership consisting of Axl, Slash and Duff.

The recent lawsuit lists Axl, Slash and Duff as GN'R's current general partners, so doesn't that mean that it's a general partnership and not a limited one?

According to these, Guns N' Roses Inc. (founded in 1988) was dissolved in 1994

https://businesssearch.sos.ca.gov/Document/RetrievePDF?Id=01441630-6859416

https://businesssearch.sos.ca.gov/Document/RetrievePDF?Id=01441630-6875986

I guess that had do with the lawsuits, namely the Adler one.

As stated in the second document, Guns N' Roses, Inc. was "absorbed" by Missouri Storm, Inc. That was another GnR company with Axl/Slash/Duff as directors, which had been founded in 1991 (coincidentally, after the lawsuits about the events in St. Louis, Missouri ) and was dissolved in 2001:

https://businesssearch.sos.ca.gov/Document/RetrievePDF?Id=01803272-7044757

https://businesssearch.sos.ca.gov/Document/RetrievePDF?Id=01803272-4278305

Another GnR company with Axl/Slash/Duff as directors was MOGOBO, Inc., also founded in 1991 (the St. Louis lawsuits were aimed at that entity, as it was the one the concert contracts were signed with) and dissolved in 2001:

https://businesssearch.sos.ca.gov/Document/RetrievePDF?Id=01685093-7044756

https://businesssearch.sos.ca.gov/Document/RetrievePDF?Id=01685093-4318451

Probably there were other companies.

Edited May 23, 2019 by Blackstar

[donny]

i thought for every 1 million earned Axl got $500,000. Slash got $300,000 and Duff got $200,000.

surely that means it is a partnership.

if they where employees then they would get a fixed salary (not a share) regardless of how much or how little was earned. 

[WhazUp]

1 hour ago, Original said:

So how was Axl able to carry on as “Guns n Roses” without Slash n Duff?   

Someone correct me if I am wrong, and this in itself is probably a super over-simplification of the issue at hand but I remember Slash I think on Piers Morgan talk about how the contract Slash signed basically gave Axl the ability to form a new band also called "Guns N' Roses", and that Slash quitting GNR wasn't so much him quitting as it was not continuing on with Axl's band "Guns N' Roses"

Edited May 23, 2019 by WhazUp

[thunderram]

6 hours ago, Tom-Ass said:

Well that was a bad album and I like everything Slash does.. I think him being back in Guns did at least get the first single a decent amount of airplay..  But the album wasn't good enough to give it any legs.. 

 

Or perhaps it's because albums/CD's don't really sell anymore?

This current album isn't as good as the past 2, but it's not bad. There are a few good tunes on it.

[thunderram]

25 minutes ago, donny said:

i thought for every 1 million earned Axl got $500,000. Slash got $300,000 and Duff got $200,000.

surely that means it is a partnership.

if they where employees then they would get a fixed salary (not a share) regardless of how much or how little was earned. 

 

Perhaps those figures were merely an unfounded rumor with no merit or truth to them?

 

 

 

Edited May 23, 2019 by thunderram

[SoulMonster]

I think it is important to note that the partnership agreement of 1992, and possible later agreements that replace it, doesn't define what "Guns N' Roses" is, who are in this band (besides stating that Axl, Slash and Duff are members of GN'R) or who controls the band. The 1992 agreement doesn't relate as much to the band "Guns N' Roses" as to the rights and obligations of Axl, Slash and Duff and how they should monetize "their collective talents and personalities in the areas of recording of audio and video tapes […]", irrespective of under what band this takes place. It is very much an overarching thing and Guns N' Roses exists outside of it.

[Blackstar]

39 minutes ago, SoulMonster said:

I think it is important to note that the partnership agreement of 1992, and possible later agreements that replace it, doesn't define what "Guns N' Roses" is, who are in this band (besides stating that Axl, Slash and Duff are members of GN'R) or who controls the band. The 1992 agreement doesn't relate as much to the band "Guns N' Roses" as to the rights and obligations of Axl, Slash and Duff and how they should monetize "their collective talents and personalities in the areas of recording of audio and video tapes […]", irrespective of under what band this takes place. It is very much an overarching thing and Guns N' Roses exists outside of it.

Wouldn't this part, for example, though, include decision making for the band Guns N' Roses (e.g. hiring non partner band members and crew, and deciding how much they're paid etc.)?

  3.    Management. All partnership decisions shall require the affirmative votes of Axl and Slash. If Axl and Slash become deadlocked on any issue, then such issue shall be decided by a person designated by the majority of Axl, Slash and Duff.

[denin]

They're all partners again, but some partners are more equal than others.

[SoulMonster]

3 minutes ago, Blackstar said:

Wouldn't this part, for example, though, include decision making for the band Guns N' Roses (e.g. hiring non partner band members and crew, and deciding how much they're paid etc.)?

  3.    Management. All partnership decisions shall require the affirmative votes of Axl and Slash. If Axl and Slash become deadlocked on any issue, then such issue shall be decided by a person designated by the majority of Axl, Slash and Duff.

Only as far as managing the partnership, i.e. accepting new members to the partnership etc. 

There are no provisions in the agreement that gives any of the partners any rights over the band as far as direction, membership, etc goes, beyond how to divide up any revenues coming out of the band any other things the partners do together.

 

[Blackstar]

4 minutes ago, SoulMonster said:

Only as far as managing the partnership, i.e. accepting new members to the partnership etc. 

There are no provisions in the agreement that gives any of the partners any rights over the band as far as direction, membership, etc goes, beyond how to divide up any revenues coming out of the band any other things the partners do together.

Well, that's an interpretation. It's surely outside the nature of a legal document like a partnership agreement to determine things like what kind of music the band will play, whether it's hard rock or whatever. But as far as membership goes, Matt, Dizzy and Gilby were employees of the Guns N' Roses partnership. Which means that the decision to hire them or fire them would fall into the provisions of the partnership agreement. Of course, in reality, that was just typical in some cases, as we know, for example, that hiring Dizzy was something Axl wanted and the others went along with it. 

There was also the part about what would happen to the name Guns N' Roses in case one of the partners quit and who had the right to use it - actually determining in what way a band named Guns N' Roses could exist outside the partnership.

[Blackstar]

Also, since the partners shared both the revenues and the costs, it would be up to the partnership to decide how much money could be spent on anything the band did, like a video, for example. But, again, reality and inner band dynamics/relationships are more complicated than the provisions in a contract. So, although probably Slash and Duff weren't keen on the idea of making videos as expensive as November Rain, they didn't vocally oppose to it.

[SoulMonster]

38 minutes ago, Blackstar said:

Well, that's an interpretation. It's surely outside the nature of a legal document like a partnership agreement to determine things like what kind of music the band will play, whether it's hard rock or whatever. But as far as membership goes, Matt, Dizzy and Gilby were employees of the Guns N' Roses partnership. Which means that the decision to hire them or fire them would fall into the provisions of the partnership agreement. Of course, in reality, that was just typical in some cases, as we know, for example, that hiring Dizzy was something Axl wanted and the others went along with it. 

There was also the part about what would happen to the name Guns N' Roses in case one of the partners quit and who had the right to use it - actually determining in what way a band named Guns N' Roses could exist outside the partnership.

How do we know that Matt, Dizzy and Gilby were employees of the partnership? They were certainly playing in the band, and likely doing that without having any power over band direction and on a salary (aka they were "employees" of the band). Hiring them would then be up to the other members of the band, and whatever they agreed upon (Axl getting Dizzy in, Slash and Duff getting Gilby and Matt in).

And yes, the agreement states that the band can exist without the partnership.

[Blackstar]

5 minutes ago, SoulMonster said:

How do we know that Matt, Dizzy and Gilby were employees of the partnership? They were certainly playing in the band, and likely doing that without having any power over band direction and on a salary (aka they were "employees" of the band). Hiring them would then be up to the other members of the band, and whatever they agreed upon (Axl getting Dizzy in, Slash and Duff getting Gilby and Matt in).

And yes, the agreement states that the band can exist without the partnership.

They were employees of the band, yes. But doesn't that mean the band as a business entity (which was a partnership), not just the bunch of people who play music together (which doesn't have the legal status to hire and pay people)?

From an interview with Gilby, talking about his solo album in 1994:

http://www.a-4-d.com/t604-1994-06-dd-interview-with-gilby

Gilby: When I decided to do an album a lot of record companies popped up and screamed excited "Guns N' Roses!". It was hard to see which was honest and believed in me apart from my participation in Guns N' Roses- Virgin had a cool adjustment and another plus was that Keith Richards is on Virgin. If Keith can be in Stones and be a solo artist on Virgin I can do the same thing [laughs].

But wasn't Geffen the first choice?

Gilby: No, I have no contract with Geffen but a contract with the band (Guns N' Roses). It's the same thing with Dizzy and Matt (Sorum, drums) who also has been contracted by the three original members of Guns N' Roses. Axl, Slash and Duff is what remains of Guns N' Roses and the rest of us is just hired members. They have a hundred dollars and we ask "can we also have a hundred dollars?" and they give us a hundred dollars when they feel like it [laughs]. Geffen tried to get me, but I let Guns N' Roses take care of that part.

[denin]

19 minutes ago, Blackstar said:

reality and inner band dynamics/relationships are more complicated than the provisions in a contract. So, although probably Slash and Duff weren't keen on the idea of making videos as expensive as November Rain, they didn't vocally oppose to it.

Yup.

Duff's book has a telling passage, in which he has a dream about having a word with Axl in the UYI days. IIRC, he felt seriously anxious about confronting Axl, a notorious hair-trigger with his ego stroked to high heaven by their financial success. At that point, Axl often behaved pretty horribly to those close to him, determined to have his way. The substance abuse of the others obviously  made level-headed communication even harder.

[Blackstar]

9 minutes ago, denin said:

Yup.

Duff's book has a telling passage, in which he has a dream about having a word with Axl in the UYI days. IIRC, he felt seriously anxious about confronting Axl, a notorious hair-trigger with his ego stroked to high heaven by their financial success. At that point, Axl often behaved pretty horribly to those close to him, determined to have his way. The substance abuse of the others obviously  made level-headed communication even harder.

Although now I seem to remember reading somewhere that Axl had paid for something from his own money - I'm not sure if it was the videos of something else.

[SoulMonster]

7 minutes ago, Blackstar said:

They were employees of the band, yes. But doesn't that mean the band as a business entity (which was a partnership), not just the bunch of people who play music together (which doesn't have the legal status to hire and pay people)?

Yes, they must have been employed by a business entity. But the partnership isn't a business entity. So the way I interpret it you have the band, which is just whoever plays under the GN'R moniker, then you have a business entity regulating the business affairs of said band (personnel expenses, insurances, employments, etc), and then you have a partnership agreement between Slash, Duff and Axl that mainly regulates how revenues from music they have created should be split but also contain provisions on the band name (basically saying that Axl owns the band name regardless of what happens to the partnership).

[Blackstar]

8 minutes ago, SoulMonster said:

Yes, they must have been employed by a business entity. But the partnership isn't a business entity. So the way I interpret it you have the band, which is just whoever plays under the GN'R moniker, then you have a business entity regulating the business affairs of said band (personnel expenses, insurances, employments, etc), and then you have a partnership agreement between Slash, Duff and Axl that mainly regulates how revenues from music they have created should be split but also contain provisions on the band name (basically saying that Axl owns the band name regardless of what happens to the partnership).

The way I understand it, a partnership is one of the ways a business entity can operate (see post by @Draguns above) and it means that there are shares and shareholders/partners. Also in the partnership agreement there is provision about "partnership assets," which means the assets of the entities owned by the partners. And the documents of the GnR corporations I posted above state that Axl, Slash and Duff comprised the board of directors (shareholders) in those business entities.

[Gold top 78]

Correct me if I’m wrong but didn’t Slash himself say in an interview he wasn’t an employee? I can’t remember how long ago that was, maybe around a year ago or so it was posted on the forum. 

[Blackstar]

1 hour ago, SoulMonster said:

but also contain provisions on the band name (basically saying that Axl owns the band name regardless of what happens to the partnership).

Yes, but I think it's not accurate to say that the partnership agreement existed irrespective to which band the partners were members of and didn't have anything to do with decisions about the band. It's the agreement that determines under which terms the band Guns N' Roses could exist, and it could have determined either way (as it seems that the first drafts prohibited the use of the name by any partner who left the partnership, then the part that made the exception about Axl was typed over).

Moreover the name isn't the only asset of Guns N' Roses; it's also the rights to the music created and the back catalogue. So Axl recruited/employed new people to play in the band and formed a new entity to do so, but the rights to the back catalogue were still controlled by the old partnership of Axl/Slash/Duff.

22 minutes ago, Gold top 78 said:

Correct me if I’m wrong but didn’t Slash himself say in an interview he wasn’t an employee? I can’t remember how long ago that was, maybe around a year ago or so it was posted on the forum. 

Yes, he said it in the interview with Rolling Stone last year:

So are you in Guns N’ Roses, or are you just playing with Guns N’ Roses?

Slash: Oh, that’s an interesting question. From the moment we started playing together and embarking on this journey, I would consider it being in Guns N’ Roses, not just being hired to play Guns N’ Roses songs.

So technically, legally, is it a band again?

Slash: I’m in the band — there is no contractual anything at this point. So however you want to look at it.

Edited May 23, 2019 by Blackstar

[Gold top 78]

7 minutes ago, Blackstar said:

Yes, but I think it's not accurate to say that the partnership agreement existed irrespective to which band the partners were members of. It's the agreement that determines under which terms the band Guns N' Roses could exist, and it could have determined either way (as it seems that the first drafts prohibited the use of the name by any partner who left the partnership, then the part that made the exception about Axl was typed over).

Moreover the name isn't the only asset of Guns N' Roses; it's also the rights to the music created and the back catalogue. So Axl recruited/employed new people to play in the band, but the rights to the back catalogue were still controlled by the old partnership of Axl/Slash/Duff.

Yes, he said it in the interview with Rolling Stone last year:

So are you in Guns N’ Roses, or are you just playing with Guns N’ Roses?

Slash: Oh, that’s an interesting question. From the moment we started playing together and embarking on this journey, I would consider it being in Guns N’ Roses, not just being hired to play Guns N’ Roses songs.

So technically, legally, is it a band again?

Slash: I’m in the band — there is no contractual anything at this point. So however you want to look at it.

Thanks for that 👍