Blackstar

2 hours ago, Derick said:

Seriously? Is that hard to you understand why in a GN’R diehard forum that kinda of things happens? I hope that you actually was trying to say that fans defending Mr. Rose or just the fact that some diehards don’t buy that easy every shitty that pops up against him annoys you AF. But hey..don’t worry we already know that .

And this is not even what happened in this thread. Most of the discussion was irrelevant to the OP, Axl and what Moby said (which he had said before and most fans here knew it). It developed into a thread about people's opinions on Moby as an artist and as a persona, whether they like his music and think he's cool or not.

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I saw Moby live twice (one during his Animal Rights/rock phase) in festivals in the '90s and it was very enjoyable. I was surprised that he was such a good live act.

7 hours ago, metallex78 said:

I have articles from that period when it was reported that Moby was working with Axl, and GN’R. And Moby was quoted saying something like “they’re working with loops, and doing it better than anyone else is”

An odd quote, but Moby was praising Axl and GN’R for what they were doing musically while he was there with them.

I’ll see if I can dig the articles up and transcribe exactly what was written.

He's quoted saying it in this 1997 MTV article, too:

http://www.mtv.com/news/1429822/moby-and-axl-rose-producing-pals/

8 minutes ago, Creed said:

if they wouldnt be employees, matt, Steven, gilby and izzy would be in. its just that simple.

No, it isn't.

3 minutes ago, MaskingApathy said:

I thought Black Frog was what he did his merchandising through. I've got a GnR bandana and wallet that say Black Frog on them.

It probably included merchandising as well as other business, similar to Slash's LLC. He had another Black Frog for touring (which is inactive now), and there's also Black Frog Music, his publishing company (which now seems to be a subsidiary of Universal).

11 hours ago, Sydney Fan said:

To be honest blackstar, he didnt seem that in the 90s just before the illusion records came out. I remember he was doing radio interviews and saying that these records need to come out and that he was looking forward to it . Hence the 3 to 4 hour shows the band did before the albums were released, as warmup gigs. It seemed there was a personal push and enthusiasm to get the music out to the public. So im on the fence with him being insecure. I personally think the way CD was being reviewed and the issues he had with the label have impacted him emotionally to a degree.

I think he has a tendency to be insecure and it's increased after he didn't achieve what he thought he should. He wanted to surpass Appetite with the Illusions and I think he believed he could (hence the enthusiasm you mention) -  and probably he believed it for a while after the Illusions were released, too. Then he wanted NuGnR to be equally great as the classic band. And it's not enough even if he thinks in his mind that he has achieved his creative goals; he wants the world to acknowledge it too, i.e. the respective success and acclaim, and that didn't happen. He set the goals too high, which isn't wrong in itself, but for Axl can be paralyzing afterwards. Slash, Izzy and Duff don't have these issues. Neither do many other musicians who have made peace with the fact that they reached a peak of creativity, success or acclaim in the past which they'll never surpass, and they move on making the best music they can and simply releasing it. But not Axl.

In my opinion, Axl isn't either; he's mostly insecure about releasing new music.

57 minutes ago, hitmanhart408 said:

I spent about 5 minutes searching this last night. I didn't find any "new" corporations or LLC. The original GNR, Inc is still dissolved while Axl renewed Black Frog Entities and Black Frog Music about two months ago. Again, I didn't really spend much time on it. Anyone can go search the California corporations site. 

Black Frog Entities was likely the entity through which Axl did NuGnR business. Axl founded three new LLC's in 2016-17 under the name Gundam.

10 hours ago, Gnrcane said:

They can and 100% must be shareholders and employees at the same time.  It is part of the tax code.  Since they are performing in concert, they must be paid "wages" for that out of the business at some reasonable rate.  If they just paid everybody else and split the profit, they'd be evading social security and medicare taxes.  In order to avoid trouble with the IRS, the three of them must take a salary for performances that is at least somewhat more than the other musicians.  If they ever record an album, the same would apply for the time spent in the studio.

Thanks for the clarification. I'm not familiar with the US tax code, obviously.

So shareholders have to "employ" and pay themselves a salary in order to comply with the tax laws - in the case of the band, all three partners. 

But as I understand, this is irrelevant to the question in the OP, which was whether Slash and Duff are Axl's employees.

11 minutes ago, Len Cnut said:

Yeah, perhaps, if they live interesting bohemian lives and are holed up in Tangiers trying to seek out The Master Musicians of Joujouka or living some kind of unusual or intense lifestyle that feeds their rampant creativity to where the information contextualises the work.  But these rich hollywood fucks are about as interesting as the Kardashian slags.  Mind you, they have a longstanding reality TV show with millions of viewers so perhaps I'm in the minority here. 

Yes, but also, for the Stones for example, there's stuff besides the rock 'n' roll mythology surrounding them, like, for example, that they didn't have control of their publishing or, later, that they didn't give credits to Mick Taylor etc, that many fans want to know about. And the other stuff is rock 'n' roll mythology really, as there are musicians with "relatively" boring lifestyles who made great music though.

I've never watched a reality show, but I was addicted to a soap opera some years ago for the first time of my life . Then it ended and I felt a void, and then I rediscovered my interest for Guns N' Roses 

20 minutes ago, Len Cnut said:

When the fuck did fans of music become so fuckin' interested in this shit?   Oh right, yeah, when bands don't make music..

Kind of, yes  But sometimes bands can be interesting outside and beyond the music they make (or not) and that's why we read about them, their stories, their biographies and want to know every detail about them.

The GnR story is interesting in a "cheap," twisted kind of way. It's one of the best stories having all the ingredients of an addictive soap opera. And this business shit is part of all the power game drama in the soap opera 

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.

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.

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.

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.

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.

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.

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.

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.

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?

3 hours ago, bikka said:

I'm not sure I remember correctly, but wasn't there a story that it was actually Axl who quit the old partnership but since the contract version signed somewhere during the UYI tour covered that case he took the name with him? Wasn't that the whole problem with that contract that angered D & S so much? Axl didn't own the name per se, but in case of him quitting the band (and/or partnership?), he became the owner. And then - correct me if I'm wrong, but I'm sure I read it somewhere - he formed a new entity with the GNR name and invited Slash and Duff back? And that's the moment when Slash resigned? That is, he didn't join the "new" partnership but remained in the old one. So in principle there were 2 partnerships, one that managed the old licensing, rights, etc. but didn't own the name, and the new (consisting of Axl) that had the name but couldn't manage the "old" licenses, etc. In effect, they could stop each other from making any revenue via selling the rights to use GNR trademarks, catalouge, etc.

So if that was the story, the question is was the old partnership revived (=Axl rejoined it), did S&D join the new one or maybe a third was formed, that now owns all the rights to trademarks, etc. of the NITL tour alone? I think revenue splits from this tour can be either added as an amendment to old partnerships or can be handled in a separete document that does not at all depend on the stipulations of the former agreements between A&D&S.

Yes, there was that clause in the old 1992 partnership agreement which allowed Axl to keep the rights to the band name either if he quit/was expelled from the partnership or if Slash and Duff left. Axl used that clause in October 1995 by sending a legal notice stating that he intended to quit the partnership and take the name with him in the beginning of 1996. 

There was another clause, though, according to which a leaving partner should sell his share to the remaining partners:

http://www.a-4-d.com/t3745-1992-10-dd-guns-n-roses-partnership-contract-memorandum-of-agreement

 Axl seemingly didn't do that, so he didn't really leave the old partnership (and probably never intended to do so - it was just a legal manoeuvre), since he was still a shareholder. So Axl, likely, did form a new entity/company (not partnership, as there were no other partners) later for the new band's business, but he kept his share in the old partnership too.

We don't know the specifics of the current partnership, but the recent lawsuit document, as well as the correspondence in the US Patents and Trademarks office, have used the trademark registrations under the 1992 partnership. So my guess is that the current partnership is the old partnership agreement revived (or an amendment of it). 

6 hours ago, GNRfanMILO said:

Hi guys. This discussion came up in one of the groups I follow on Facebook. Everyone got mad when some dude called Slash an “employee”, but I don’t think that it is that crazy.

From what I understand, Slash and Duff are getting paid per show, right? The rights to the name is still owned by Axl, but the Partnership of the "company" is in the hands of Axl, Slash and Duff.

Is this correct? Has this changed since they returned to the band? Where and when does this Partnership work?

Before the reunion, it was a non functioning partnership, as Slash and Duff were still partners (shareholders) in the old partnership but they couldn't use the band name, whereas Axl had formed a new band under the GnR name, most likely without having left the old partnership.

Currently, Guns N' Roses as a business is an active partnership of Axl, Slash and Duff:

(From the the recent lawsuit document against Oskar Blues brewery)

I don't think they can be partners (= shareholders/co-owners of the business) and employees (=hired hands by the owners) at the same time. They're clearly partners, legally.

We don't know what exactly the deal with Live Nation was in regards to the revenues per show. There was a rumour about a fixed amount ($3 million, namely) per show regardless of the ticket sales, but it's not certain, even if true, if it was just for Coachella or for all shows. Then there are the revenues from merch, the box set, etc. Anyway, even if there was a fixed amount per show, this would go, as all other revenues, to the GnR business and then would be split, less costs, between the partners according to their ownership percentages.

If the current functioning partnership is a continuation/revival of the old partnership agreement, they all own the name and the trademarks at this point, but Axl will retain the rights to the name in case Slash and Duff leave the band again.

I don't know if you've seen this

Izzy at ~7:20 mark.

10 minutes ago, janrichmond said:

I'd imagine they were, but I dunno how it all works so i could be wrong. @Blackstar any ideas on this?

I think Azoff had booked a tour so there were contracts, but Axl would have toured CD anyway in 2009-10.

I don't think there were any contracts for the tours after that, in 2012-14, so it would have been a choice. Going by Pitman's lawsuit (also by the leaked e-mail list - I don't think it's reliable, but in this case it confirms Pitman's allegations), NuGnR the business wasn't doing well financially around 2010-11. And, most likely, the members were on salary, so probably Axl had to do more tours to make money for the band (that doesn't mean that he didn't enjoy the shows, too).

He said Axl hates him and doesn't talk to him (another one in the list), and wonders why. 

If I had to guess, I'd say it's because he had talked to the press quite a bit and Axl doesn't like that. I don't think he had said anything bad really, but he had made some kind of personal comments.

3 hours ago, default_ said:

So, he was fired from expecting the singer to sing? 

He didn't say he was fired. He said that he decided he didn't want to produce a GnR album.

As far as different lineups go, there's objective legitimacy and subjective legitimacy.

There are/were other bands that underwent many lineup changes and continued with only one original member. Off the top of my head: The Smashing Pumpkins, The Fall, PiL, The Sisters of Mercy...

All the lineups of those bands, GnR included, are objectively legitimate, as it was the remaining member's legal right to continue under the band's name.

The subjective legitimacy depends on the perception of the fans and of the public in general, i.e. whether a band is perceived as a group or as the vehicle of one or two of its members. In the case of GnR, the majority of the fans and of the general public saw it as either a group or as Axl and Slash, so the NuGnR lineups were illegitimate to their eyes; for a smaller portion of the fans, on the other hand, Axl was the driving force, so the NuGnR lineups were as legitimate as the classic lineups. The majority (or a large portion) of the fans of the other bands mentioned didn't mind. Also, other fans consider the musical direction a determining factor for the legitimacy and other fans don't. Then there are cases where even the absence of one original member makes the band illegitimate to the eyes of the fans, e.g. The Doors. So it's basically a question of the perception of the majority.

To me NuGnR (with all its lineups) was a different band, but I find it pointless to debate whether it was "real" GnR or not, as it was objectively legitimate and the rest - although what the majority thinks matters and is not irrelevant - is subjective.