Did Mike ever try to get the legal right to record under the BB name (post '98)?

[kermit27]

It seems it was that Al did not want to pay the rate that BRI was asking for to use the name.

[guitarfool2002]

I plead ignorance on this, which is why I'm asking: How many final votes are there for the major board decisions at BRI, and who has those final votes?

[HeyJude]

We’ve heard from more than one source now that, according to their sources, there has never been another vote held concerning Mike’s license since the original vote to the grant the license that took place circa 1998.

We don’t know if it’s in perpetuity, but I don’t think it’s a huge leap to assume it’s likely that they left it open-ended, likely a case of granting the license in perpetuity until or if a specific set of criteria occurs (e.g. they hold a new vote to change the license, or due to death, or if terms of the license are violated, etc.). There would probably have to be all sorts of clauses written to cover various scenarios. For instance, even if BRI could hold a vote tomorrow to change who has the license, I would imagine they would have to have a contingency in place to deal with shows that have already been booked and sold as “Beach Boys” shows. They would probably have to set a future date as a cut-off date, etc. This is all just conjecture for curiosity’s sake, as this scenario is highly unlikely.

[Andrew G. Doe]

If all the BRI shareholders want to change something they clearly can (the C50 shows, for instance), but the intricacies of Mike's arrangement are a bit unclear.

For Mike's license to be, for want of a better term, "revoked", it would (presumably) require a majority vote by the executive BRI members and, as stated frequently before by myself and others, it's highly unlikely that Carl's estate would give up earning several hundred thousand dollars every year Mike tours (and doing nothing active towards it) on a point of artistic integrity. Thus the vote is locked at 2-2. Status quo endures.

The only other scenario I can conjure that would result in Mike loosing the license (other than, well, the obvious...) would be if he failed, repeatedly and conspicuously, to adhere to the terms of said license. Somehow, I don't see that happening any time soon.

[Andrew G. Doe]

I plead ignorance on this, which is why I'm asking: How many final votes are there for the major board decisions at BRI, and who has those final votes?

The executive shareholders of BRI are:

Brian Wilson
Alan Jardine
Mike Love
the estate of Carl Wilson.

[HeyJude]

I plead ignorance on this, which is why I'm asking: How many final votes are there for the major board decisions at BRI, and who has those final votes?

To the best of the knowledge of most fans, the four voting members of BRI are Brian, Mike, Al, and Carl’s estate.

However, I’m not sure we all know for certain if there aren’t other board members that may have “votes.” I’m not a business/business law expert, but I think incorporated companies that aren’t publicly traded can still have additional private shareholders and/or board members.

I have a vague recollection that I’ve seen vague references from various Beach Boys in interviews to “board members” or “shareholders” that at least seemed to imply people beyond the four principals listed above.

[guitarfool2002]

I plead ignorance on this, which is why I'm asking: How many final votes are there for the major board decisions at BRI, and who has those final votes?

The executive shareholders of BRI are:

Brian Wilson
Alan Jardine
Mike Love
the estate of Carl Wilson.

Thank you for that info. I wasn't sure if a part of Dennis' estate was involved in the votes.

[Andrew G. Doe]

Best of my knowledge, those are the only four voting members. Bruce handed his vote back a long time ago, and Dennis' estate sold his back to BRI in return for a reduction in his debts, or so I've been told.

[guitarfool2002]

Brings up another point: With four votes, what or who acts as the tiebreaker? Depending on the issue being voted, a deadlocked 2-2 tie would need to be broken, right?

[HeyJude]

Indeed, the great Black Hole in Beach Boys history.  I've never seen anybody really answer these questions.  Those who  have covered  this period time (be it Carlin, Stebbins, et al) seem to gloss over it in mere paragraphs with a resulting frustration to this reader. Whether that is because the author thinks this period is ultimately not interesting or they simply do not have the information I don't know...

I’ve always felt it was both. Some of the authors don’t seem to feel it was that interesting or noteworthy. I got the sense Carlin for instance didn’t really seem to be terribly overly interested in an attempt to oust a member of the band in 1990. That struck me as kind of a big deal. He did mention it in the book, but didn’t seem overly concerned.

I think Stebbins has more of an interest, especially concerning the 97/98 timeframe, as it involved Dave. But even in the Marks book, there is frustratingly little information. I sense particularly with the Stebbins/Marks book, it may have been more due to lack of detailed information being available, and/or still legal issues that couldn’t be delved into in too much detail.

I had one “insider” privately explain pretty explicitly way back in the late 90’s what the business breakdown of the tour operation was, and how changes in that setup were one of the key ingredients in the group splintering in the 1998 timeframe. But this breakdown has still never been published in detail. It’s not super complicated. It basically takes a few sentences, a short paragraph to explain. The Stebbins/Marks book comes closest, but it doesn’t get into the specific breakdown. My guess would be that is due either to lack of specific sources available to cite, and/or legal implications of getting into that much detail. That nobody has published this in explicit detail is perhaps what gives some “fans” pause to get into it as well. I dunno.

This is also covered in Jon's "FAQs" book, although exact details of the tour business arrangement that Al so vocifereously disagreed with and caused his "attitutde" are not spelled out.  Seems like Carl didn't have the will to fight  Mike at this point and he let him "have it his way" which pissed Al off.

Yes, the “FAQ” book also makes mention of this. But the specific details I was talking about have never been published as far as I know, nor related (in specifics) on boards, etc.

Also worth clarification is that the situation/era I’m talking about is prior to Al and Carl being gone from the band. This would be, I presume, in the mid 90’s, perhaps 1996 or so, give or take. What I’m talking about is completely separate (though not perhaps totally unrelated) from the 1998-1999 “license” issues and subsequent lawsuits and whatnot.

[Andrew G. Doe]

Brings up another point: With four votes, what or who acts as the tiebreaker? Depending on the issue being voted, a deadlocked 2-2 tie would need to be broken, right?

Nope - vote tied, nothing changes. Unsatisfactory in the extreme, especially in this case, but that's how it goes. Bit like boxing: bout is tied, champ retains his title.

[The Cincinnati Kid]

Why did Bruce hand over his vote?

[HeyJude]

Can someone with some business expertise chime in? Is it possible for a privately-held company, or its shareholders, to sell/assign shares to another person? I believe shares of privately-held (non-publicly traded) companies can be sold under certain circumstances. Is it possible in any scenario that BRI could have other shareholders and/or voting board members? I’m just curious if there are other people that have a say in BRI votes. Not other Beach Boys or anybody we would possibly know, but other business associates, etc. I have no knowledge of this or reason to believe this is the case with BRI, I’m just curious if it’s possible.

[drbeachboy]

Can someone with some business expertise chime in? Is it possible for a privately-held company, or its shareholders, to sell/assign shares to another person? I believe shares of privately-held (non-publicly traded) companies can be sold under certain circumstances. Is it possible in any scenario that BRI could have other shareholders and/or voting board members? I’m just curious if there are other people that have a say in BRI votes. Not other Beach Boys or anybody we would possibly know, but other business associates, etc. I have no knowledge of this or reason to believe this is the case with BRI, I’m just curious if it’s possible.

No reason why they can't. Though, selling/buying shares and having voting rights are 2 entirely different things.

[HeyJude]

Can someone with some business expertise chime in? Is it possible for a privately-held company, or its shareholders, to sell/assign shares to another person? I believe shares of privately-held (non-publicly traded) companies can be sold under certain circumstances. Is it possible in any scenario that BRI could have other shareholders and/or voting board members? I’m just curious if there are other people that have a say in BRI votes. Not other Beach Boys or anybody we would possibly know, but other business associates, etc. I have no knowledge of this or reason to believe this is the case with BRI, I’m just curious if it’s possible.

No reason why they can't. Though, selling/buying shares and having voting rights are 2 entirely different things.

I'm wondering if there is a scenario where there could be others with voting rights.

[Andrew G. Doe]

My thinking is, if there were, we'd have heard about it by now.

[HeyJude]

My thinking is, if there were, we'd have heard about it by now.

I would tend to agree. But we have very little direct sources of information on the actual intricate machinations of BRI, especially these days. I'm just curious about other scenarios. Maybe when/if the band members seem to be talking about other non-BB's even they talk about their board, etc., they perhaps are just talking about lawyers and other proxies/associates.

[Wirestone]

My thinking is, if there were, we'd have heard about it by now.

Possibly Elliott Lott?

I know that in Queen, there were originally (obviously) four voting members. Then Freddie Mercury died, and made their manager, Jim Beach, the executor of his estate. That means Jim ended up with Freddie's vote in the band. Brian May and Roger Taylor still have theirs, and John Deacon is retired and no longer votes. So in that situation, the manager essentially breaks any ties in the group.

[Wirestone]

Why did Bruce hand over his vote?

I'm assuming when he left the group in the 70s.

[Wirestone]

We’ve heard from more than one source now that, according to their sources, there has never been another vote held concerning Mike’s license since the original vote to the grant the license that took place circa 1998.

But this can't be right, can it? Given that there was the experiment with non-exclusive licenses? I can't imagine that BRI would want that option around these days. There was a link to the actual ruling against Al that has been floating around that had a breakdown of what happened legally at the time ...

Edit. Found it. No further meetings mentioned, although I fail to see how Mike's license is "non-exclusive" these days ...

BRI's directors met on July 14, 1998, to discuss how the trademark should be used.   The representative of Carl Wilson's estate suggested that BRI issue non-exclusive licenses to each shareholder on the same terms and conditions as the license that was being negotiated with Love, thus giving each member an equal right to tour.   Three of the four board members, including Jardine, voted to grant each Beach Boy a non-exclusive license.   On October 1, 1998, BRI executed a non-exclusive license agreement with Love (the “Love license”).   The Love license contained clauses designed to protect the value of the trademark, requiring the licensee to preserve The Beach Boys style and to choose from a list of approved booking agencies and managers.

The parties dispute whether BRI and Jardine entered into a non-exclusive license agreement.   After the July 1998 BRI board meeting, Jardine began touring with his own band, using a booking agent and manager that were not included in the list approved by the Love license.   On October 25, 1998, Jardine's attorney sent BRI a letter saying that Jardine would be performing as “Beach Boys Family and Friends,” and that therefore, “a license from BRI [was] unnecessary.”   On October 28, 1998, BRI told Jardine that his unlicensed use of the trademark would be an infringement.

Jardine then proposed a license that included terms different from those included in the Love license.   Jardine's proposal contemplated only a five-percent royalty to BRI on the first $1 million of gross receipts and a 17.5 percent royalty thereafter.   BRI proposed a 17.5 percent royalty across the board.   Love's license required a royalty of 20 percent of the first $1 million and 17.5 percent of receipts thereafter.   Also, Jardine wanted to use a booking agent and manager that were not on the approved list.   Jardine stated that, whether or not BRI accepted the proposal, he would continue performing as the “Beach Boys Family and Friends.”

The BRI board scheduled another meeting for November 24, 1998 to discuss Jardine's proposal.   Before the meeting, Jardine's attorney sent a letter to the board with a proposed license agreement signed by Jardine.   At the meeting, the BRI board voted to reject Jardine's proposal.   In the months following the meeting, Jardine both attempted to negotiate an agreement and claimed he had a license.

Jardine and his band continued to perform using names that included “The Beach Boys” trademark.   The performances were promoted under names such as:  Al Jardine of the Beach Boys and Family & Friends;  The Beach Boys “Family and Friends”;  Beach Boys Family & Friends;  The Beach Boys, Family & Friends;  Beach Boys and Family;  as well as, simply, The Beach Boys. Jardine and his band performed in locations and on dates close to Love's “The Beach Boys” shows.   With two bands touring as The Beach Boys or as a similar-sounding combination, show organizers sometimes were confused about what exactly they were getting when they booked Jardine's band.   A number of show organizers booked Jardine's band thinking they would get The Beach Boys along with special added guests, but subsequently canceled the booking when they discovered that Jardine's band was not what they thought it was.   Numerous people who attended one of Jardine's shows said that they had been confused about who was performing.   During this time period, BRI sent Jardine cease and desist letters objecting to Jardine's use of the trademark.

On April 9, 1999, BRI filed its complaint in the district court alleging that Jardine was infringing its trademark.   Jardine answered, asserting the defenses of fair use, laches, estoppel, and unclean hands, and counterclaimed for breach of employment agreement, breach of license agreement, and for a declaratory judgment that Jardine could tour as the “Beach Boys Family and Friends.”   On March 28, 2000, the district court issued the preliminary injunction prohibiting Jardine from using “The Beach Boys,” “The Beach Boys Family and Friends,” and other similar combinations, but still allowing Jardine to refer to his past membership in the band “in a descriptive fashion.”

On March 19, 2001, two weeks before the close of discovery, Jardine moved for leave to amend his pleading to add third-party claims against the shareholders and directors of BRI and an additional counterclaim against BRI for breach of fiduciary duty.   The district court denied the motion.   On June 4, 2001, BRI moved for summary judgment on its trademark infringement claim and Jardine's counterclaims.   The district court granted summary judgment in favor of BRI and issued a permanent injunction against Jardine's use of the trademark.   This timely appeal followed.

http://caselaw.findlaw.com/us-9th-circuit/1213400.html

[HeyJude]

We’ve heard from more than one source now that, according to their sources, there has never been another vote held concerning Mike’s license since the original vote to the grant the license that took place circa 1998.

But this can't be right, can it? Given that there was the experiment with non-exclusive licenses? I can't imagine that BRI would want that option around these days. There was a link to the actual ruling against Al that has been floating around that had a breakdown of what happened legally at the time ...

Interesting question. I'm guessing the last vote that took place, perhaps in 1999 rather than 98, was the one that granted one exclusive license. I'm not even sure if that particular vote is detailed in all the court paperwork we've seen. But that's the "last vote" I've assumed others have referred to.

[southbay]

My recollection is that the non-exclusive licenses had a set expiration date, perhaps December 98 or very early in 1999. Once the non-exclusive license expired, Love was the only one to apply for an exclusive license which was granted by BRI. I do not ever recall seeing an exact term (dates) for the exclusive license. Interesting to note that in the summary of court proceedings quoted above, at least as late as 1998 there were still only 4 voting board members of BRI, one of which was Jardine. This would lead one to believe that we would still have Al, Mike, Brian and Carl's estate as the voting members of BRI.

[SurfRiderHawaii]

I reviewed all the post 99 court docs about a year ago and am fairly certain Miie's licene is nonexclusive.  Case in point, BRI issued a license for the C50 reunion. Evidence being Mike's complaints about lack of control. If the reunion had been under Mike's license, he would have called all the shots.

[Nicko1234]

I reviewed all the post 99 court docs about a year ago and am fairly certain Miie's licene is nonexclusive.  Case in point, BRI issued a license for the C50 reunion. Evidence being Mike's complaints about lack of control. If the reunion had been under Mike's license, he would have called all the shots.

The C50 tour was a very different thing I believe and was all about Mike, Brian and Joe Thomas. I don`t think Al`s opinion was very important on the matter.

All of the comments over the years, including those from Melinda, indicate that Mike`s licence is exclusive.

[Custom Machine]

Why did Bruce hand over his vote?

I'm assuming when he left the group in the 70s.

I seem to recall that initially Al (prior to the formation of BRI) and later Bruce were not voting members.

When was Al added as a voting member?

Assuming BRI was formed in 1967 (please correct me if I'm wrong), the voting members at that time would have been Brian, Mike, Dennis, Carl, and Al.

When was Bruce added?  Are we absolutely certain that he was, in fact, a voting member for a period of time?

If Bruce gave up his vote when he left the group in 1972, what did he receive in consideration for doing so?