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

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1 hour ago, lost un the jungle said:

Slash and Duff were part of GNR company after they left. Remember when Live Era disc was released, they had to do some arrangement between them. Then, Axl had the right to continue "operating" under GNR name, so this is why he could hire new poeple to continue with the band. During the 90's and after that, the former members get paid royalties for credits in the songs (this is why I think Izzy i.e. never went crazy looking for a job...). So now, in my opinion, Axl continues having a major participation in terms of deciding hiring/not hiring members (Frank remained, Fortus remained, no Matt, etc) but somehow the original 3 get some sort of 3 split cut. In terms of Izzy, he wanted the same sattus, but obviously was not offered, since the original 3 are "owners" of GNR band and he does not.

When Izzy wanted out of the band, he sold his share of the band back to Axl/Slash/Duff. When Slash/Duff left, they just left the band, but maintained their interest in the partnership. Axl could continue on calling his band "Guns N'Roses" but Slash/Duff had some say/control over how material they wrote/performed in the band could be used. They all received royalties for anything they wrote/recorded while they were in the band.

I think that's probably the basis of the Izzy disagreement - they feel they were the ones who managed the brand for 20-some years and they already paid him for his claim to GNR, he felt he was an original member like them so he should get what they get.

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9 hours ago, Tom2112 said:

Didn't Slash basically say that he doesn't even now where he stands with gnr in terms of the business. 

What's most likely is Duff and Slash joined the most recent version of GNR and get a larger cut of the overall money, much more than the other members and a little less than Axl.

Who cares though😄 it really doesn't matter. If they can get on stage and play or get in a studio and make music that's what I care about.

As I previously stated, the lawsuit against the brewery along with the filing that was sent to the U.S. Trademark indicates that Axl, Slash, and Duff are partners in the business entity  of GNR. These are legal facts. Not your opinion or anyone else's. 

Apologies for being harsh, but I hate when people try to state their opinions as facts or try  to dissuade facts. It's just too much of that going on in our society today. 

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20 hours ago, Modano09 said:

When Izzy wanted out of the band, he sold his share of the band back to Axl/Slash/Duff. When Slash/Duff left, they just left the band, but maintained their interest in the partnership. Axl could continue on calling his band "Guns N'Roses" but Slash/Duff had some say/control over how material they wrote/performed in the band could be used. They all received royalties for anything they wrote/recorded while they were in the band.

I think that's probably the basis of the Izzy disagreement - they feel they were the ones who managed the brand for 20-some years and they already paid him for his claim to GNR, he felt he was an original member like them so he should get what they get.

So, if Izzy sold his share and now 25 years later he realizes that this was not a good decision, then I don't get his point regarding the "loot split" complaint

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1 hour ago, lost un the jungle said:

So, if Izzy sold his share and now 25 years later he realizes that this was not a good decision, then I don't get his point regarding the "loot split" complaint

I think he just wants them to ignore that and give him the same money they're getting anyway. Which is why I side with Axl/Slash/Duff. 

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16 hours ago, Draguns said:

As I previously stated, the lawsuit against the brewery along with the filing that was sent to the U.S. Trademark indicates that Axl, Slash, and Duff are partners in the business entity  of GNR. These are legal facts. Not your opinion or anyone else's. 

Apologies for being harsh, but I hate when people try to state their opinions as facts or try  to dissuade facts. It's just too much of that going on in our society today. 

Yes, they are partners in gnr, as they were throughout all the time they were out of the band. We all know that, however are they equal partners? That was the question. Nope. Axl is still the boss. If he says no, then they can't over rule him. Haven't seen anything to suggest otherwise. Don't try and say I was saying anything else, as I wasn't!😃

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Posted (edited)
1 hour ago, Tom2112 said:

Yes, they are partners in gnr, as they were throughout all the time they were out of the band. We all know that, however are they equal partners? That was the question. Nope. Axl is still the boss. If he says no, then they can't over rule him. Haven't seen anything to suggest otherwise. Don't try and say I was saying anything else, as I wasn't!😃

You are wrong about that. IF Slash and Duff are minority shareholders, you can still block decisions. It's been alluded to  that Duff is the deciding vote if Axl and Slash are deadlocked. 

My father's employer has one majority owner and several minority shareholders. The minority shareholder have blocked the majority shareholder.

Additionally not even my boss, Mike Bloomberg (one of the worlds richest men), doesn't always have the final word on things.  There are partners and a management committee. 

The question on here and throughout this entire time was whether or not Slash and Duff are employees  or shareholders. We got proof that they are shareholders.  

Don't change the goal posts.  As they you are entitled to your own opinion, but not the facts. 

This is no offense to you, but I would suggest that  you learn business and not think you know it all.  None of us do, especially this situation. :)

Edited by Draguns

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On 5/24/2019 at 7:10 AM, AXL_N_DIZZY said:

Could be wrong but my understanding is that they are both: (1) Partners along with Axl in the Guns N‘ Roses Partnership that controls the band’s IP, music, classic (& NITL?) merch, etc., and (2) very highly compensated (b/c of enhanced notoriety & drawing power with their participation) independent contractors in the vehicle Axl created to tour, and perform Guns N‘ Roses material back in the 90s (+ create new material?). I don’t think it would be all that different if you peaked under the hood of many major acts. It just becomes a “thing” when they’re not participating in (2), and yet the “show goes on”...

 

That was my impression of the situation too. Ultimately Axl still has more control of the situation than the other two (probably more liability on Axl too if something goes wrong), but the other two guys are cashing in big time since Axl knows he would not have this mega tour without them. 

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On 26/5/2019 at 5:37 PM, Draguns said:

You are wrong about that. IF Slash and Duff are minority shareholders, you can still block decisions. It's been alluded to  that Duff is the deciding vote if Axl and Slash are deadlocked. 

My father's employer has one majority owner and several minority shareholders. The minority shareholder have blocked the majority shareholder.

Additionally not even my boss, Mike Bloomberg (one of the worlds richest men), doesn't always have the final word on things.  There are partners and a management committee. 

The question on here and throughout this entire time was whether or not Slash and Duff are employees  or shareholders. We got proof that they are shareholders.  

Don't change the goal posts.  As they you are entitled to your own opinion, but not the facts. 

This is no offense to you, but I would suggest that  you learn business and not think you know it all.  None of us do, especially this situation. :)

Didn't say they can't block decisions... They did just that with some releases in the past. However they cannot stop Axl working as guns n roses as a live act or to record as guns n roses... So, regardless of your opinion he does hold the cards when it comes to the band. If he wanted to release a live album with old guns material, if he wanted to release certain artwork, releasing old videos, negotiating anything to do with old guns material Duff and Slash are able to hold him up.

What I said in my original post was "the most likely thing is" which does not suggest what I am saying is fact, it kinda suggests that it's opinion... And you've read about their current lawsuit, I commend you, but what you're saying is still opinion, combined with some fact. 

 

 

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22 minutes ago, Tom2112 said:

Didn't say they can't block decisions... They did just that with some releases in the past. However they cannot stop Axl working as guns n roses as a live act or to record as guns n roses... So, regardless of your opinion he does hold the cards when it comes to the band. If he wanted to release a live album with old guns material, if he wanted to release certain artwork, releasing old videos, negotiating anything to do with old guns material Duff and Slash are able to hold him up.

What I said in my original post was "the most likely thing is" which does not suggest what I am saying is fact, it kinda suggests that it's opinion... And you've read about their current lawsuit, I commend you, but what you're saying is still opinion, combined with some fact. 

 

 

It depends on what the contract says of the partnership, which we don't know. Unless they sue each other again, that will be private as it should be. 
 
I get that you are from Ireland and you may not know how legal filings work in the United States and in California. The research that I have done along with Blackstar is based on court documents and filings to the United States government along with the state government of California.  There's really nothing more that can be said. 

Anyway this is my last comment on it.  

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On 26.5.2019 at 6:37 PM, Draguns said:

You are wrong about that. IF Slash and Duff are minority shareholders, you can still block decisions. It's been alluded to  that Duff is the deciding vote if Axl and Slash are deadlocked. 

You have corporate laws and then you can have shareholders agreements and business statues that add to the laws. Shareholders agreements will often contain drag and tag sections that define how minority shareholders must respond in case of certain events, and statues usually define what majority is required to change bylaws. So it really is hard to say or generalize.

If they are shareholders, and not just equal partners, then the question is also how many shares are owned by each party. 

And we can only speculate on whether the partnership agreement from 92, and especially the section on governance, has been kept intact in the agreement that regulates the partnership today. 

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On 5/25/2019 at 7:31 PM, Draguns said:

As I previously stated, the lawsuit against the brewery along with the filing that was sent to the U.S. Trademark indicates that Axl, Slash, and Duff are partners in the business entity  of GNR. These are legal facts. Not your opinion or anyone else's. 

Yes. And it’s that entity (controlling old IP/merch) that is probably being most harmed by the brewery’s actions. It’s the logical party to bring suit IMHO- and it would have been that way whether S&D ever returned or not.

I think the question is whether there is a separate arrangement/agreement controlling the use of the name “Guns N’ Roses” for purposes of live performances, new music, and non-Classic merch (probably dormant assuming Partnership controls NITL merch)? It could be that S&D are every bit Axl’s equal in the Partnership, while also being highly compensated (i.e. attractive splits) service providers in the arrangement/agreement that controls “modern day” usage of the name for live performances, and new music.

FWIW MSL used to assert (maybe still does?) that this second piece of the business was “handshake” w/Axl and his people (instead of formal written “contracts”). At any rate, under that theory- without a meeting of the minds (on non-Partnership business, creatively, etc.) w/Axl- you’re not getting onstage with the guy as “Guns N’ Roses”- Partner or not.

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13 hours ago, SoulMonster said:

You have corporate laws and then you can have shareholders agreements and business statues that add to the laws. Shareholders agreements will often contain drag and tag sections that define how minority shareholders must respond in case of certain events, and statues usually define what majority is required to change bylaws. So it really is hard to say or generalize.

If they are shareholders, and not just equal partners, then the question is also how many shares are owned by each party. 

And we can only speculate on whether the partnership agreement from 92, and especially the section on governance, has been kept intact in the agreement that regulates the partnership today. 

 

11 hours ago, AXL_N_DIZZY said:

Yes. And it’s that entity (controlling old IP/merch) that is probably being most harmed by the brewery’s actions. It’s the logical party to bring suit IMHO- and it would have been that way whether S&D ever returned or not.

I think the question is whether there is a separate arrangement/agreement controlling the use of the name “Guns N’ Roses” for purposes of live performances, new music, and non-Classic merch (probably dormant assuming Partnership controls NITL merch)? It could be that S&D are every bit Axl’s equal in the Partnership, while also being highly compensated (i.e. attractive splits) service providers in the arrangement/agreement that controls “modern day” usage of the name for live performances, and new music.

FWIW MSL used to assert (maybe still does?) that this second piece of the business was “handshake” w/Axl and his people (instead of formal written “contracts”). At any rate, under that theory- without a meeting of the minds (on non-Partnership business, creatively, etc.) w/Axl- you’re not getting onstage with the guy as “Guns N’ Roses”- Partner or not.

 This is why I keep saying we as fans don't know the details of the contract of their partnership. There could very well be another entity that was only for NITL tour in the beginning. There could be stipulation in a new contract for the partnership. If you noticed in the link that I provided, Axl filed it in 2017. That indicates to me that there is a possibility of another entity along with the research Blackstar provided. Axl, Slash, and Duff are not obligated to disclose since GNR is considered a private company under California.

As I said before, part of my job is to research who are the executives at  Private Equity and Venture Capital firms. I use websites, SEC filings, press releases, other government filings, etc.  to determine that and get them entered into the Bloomberg system. There's no way that I can possibly know the partnership agreements for a firm since it's private.  The same concept applies to  GNR. If GNR was a PE or VC firm,  Bloomberg would consider Axl, Slash, and Duff as partners due to the court document for the lawsuit along with the legal filing sent to the U.S. Trademark. 

Lastly, I forgot to previously mention how important it is that Slash had control of the logo. In some cases, the logo is worth more than the name. For instance, Ford had put up their oval logo as collateral to take out loans during the "Great Recession" of 2008. 

Anyway that's it on my end. 

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