The Go-Go's Documentary

 I watched  the Go-Go's documentary on Showtime a month or so ago and I have been thinking about it ever since.   I know anecdotally that the film left out a lot.  I have even written about the group's dysfunction before https://tinyurl.com/y4e3p7f4.

Nonetheless this is an intensely watchable film and the early punk footage of the band is fascinating.

 

Ultimately the Go-Go's documentary serves as an unpleasant reminder of the music business as it existed in the 1980s.  I have very little nostalgia for those days.

 

The film is pretty honest in recounting the group’s history.  They ruthlessly fired two early members.  In one case they made their manager fire the bass player (reminiscent of the Beatles making Brian Epstein fire Pete Best).  They the forced their  manager, Ginger Canzoneri (who had shepherded them from the L.A. punk clubs to a No. 1 album) to seek more "experienced" managers to the point where she just resigned.  Finally, original member Jane Wiedlin quit the band rather than being forced to share her publishing with the non-writing members of the group.  Plus, there are drug problems, health problems and three really great albums.

 

I bring all of this up to make a point.  The issue with songwriting is serious and it can break up even the sturdiest group. Wiedlin says in the documentary the  new managers came to the group after they had completed their third album and tried to force them to sign an agreement to split publishing.  This was a huge mistake.  The time to discuss these type of issues is before a band records their first album.  Of course, this is easier said than done.  No group wants to sit in a room and discuss partnership agreements and music publishing splits, but I think it is really critical.  You can trace so many band breakups  back to music publishing disputes.  Lennon and McCartney were wise to cut their bandmates in on the publishing (albeit with minority shares) but songwriting and publishing were among the myriad of issues which helped break up that band.

 

I am glad that the Go-Go’s got past all of that and continue to perform today and I hope that this documentary can serve not only as a testament to a groundbreaking rock band but also serve as a lesson in band dynamics, loyalty and  diplomacy. 

            

The Go-Go's lawsuit: a Test of Band Agreements

After three decades of practicing entertainment law I have learned that all bands are dysfunctional - it is a fact and it has nothing to do with the genre of music.  Therefore one of a music lawyer's biggest challenges is to try and get band members to execute a partnership agreement (or Operating Agreement depending on their type of business entity) to define the parameters of their relationship and to consider such issues as ownership of the band name, division of royalties and dealing with leaving members. 

            It is an imperfect art.  For example, many bands in Tennessee set up limited liability companies without operating agreements only to find that the statute on limited liability companies offers very little help in dealing with disputes. 

            Sometimes even the best made arrangements can be thwarted.  I have been reading the complaint filed two weeks ago in California in the case of Kathryn Valentine v. Carlisle, Wiedlin, Caffey Schock and Gogoco Corp.  The 34‑page complaint is daunting but it basically lays out Kathy Valentine's claim that the other members of the Go‑Gos, used corporate chicanery to dilute her interest in the band's revenues after essentially filing her from their 2013 tour. 

            The complaint lays out the facts that the band had previously set up an LLC called Ladyhead, LLC which owned the trademark to their name and collected royalty income (other than other individual songwriting income) and a touring corporation called Smith-Pocket Industries, Inc. which collected touring income.  The five Go‑Gos were equal members of each entity. 

            Valentine alleges that unbeknownst to her, her band mates set up a new corporation Gogoco Corp. and licensed their trademark and  good will to it which (to quote from the complaint) "if successful would shrink Plaintiff's share of the group's revenues purportedly falling within this license from 20 percent to 2 percent, is a textbook example of breach of fiduciary duty and abuse of control and is illegal under California law and impermissible under the group's governing corporate documents".  The complaint goes on to state "This 'license' is nothing more than an attempt by a majority (of shareholders) to take corporate assets owned by all of the members of Ladyhead, LLC and the shareholders of Smith‑Pocket and assign them to an entity that these four defendants control for the sole purpose of excluding and diluting a minority shareholder and member from her ownership interest". 

            The complaint outlines causes of action for breach of fiduciary duty, breach of contract, breach of the implied covenant of good faith and fair dealing and tortious interference with contractual relations. 

            Who knows if the allegations are true - if they are it seems like an imaginative if short-sighted way to deal with a band member you don't want to work with anymore.  The lawsuit makes it seem as if the Go‑Gos had a fairly sophisticated and equitable structure to run their business and that the band members went to great lengths to not have to honor it.  All of this is sad and it kind of proves a point that I have thought about for years.  If you are a minority member in any organization - be it a rock band or an accounting firm and the other folks don't want you around anymore you're probably going to get screwed, and a lot is going to depend  on the strength of your partnership agreement and the ultimate character of your partners.  It is never pretty.  The litigants in this case had no comment because their lips were sealed.