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Reply #30 posted 10/09/16 1:10pm

laurarichardso
n

FlyOnTheWall said:

laurarichardson said:

Yes, smart ass I will go back and edit. If you take your smart ass over to the documents you will see that Phaedra Eliis Lamkins is listed on the LLC docs. My mistake with the name does change her role or the fact that she was an attorney he trusted.

Somethings never change on the org.

WoW. I meant no harm. Angry, much???

I am not angry I just did not see the point and it take things off topic

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Reply #31 posted 10/09/16 1:24pm

luvsexy4all

the only person making money off Prince seemed to be... Prince....now u see why he may have been killed

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Reply #32 posted 10/09/16 1:28pm

laurarichardso
n

luvsexy4all said:

the only person making money off Prince seemed to be... Prince....now u see why he may have been killed

But who and if someone killed him how are they going to get the copyrights?

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Reply #33 posted 10/09/16 2:19pm

FlyOnTheWall

laurarichardson said:

FlyOnTheWall said:

WoW. I meant no harm. Angry, much???

I am not angry I just did not see the point and it take things off topic

It takes things off topic to get the name of Prince's manager, Phaedra Ellis-Lamkins, right? Okay. I'm so sorry you feel that way. I would have just said, "Thank you," and kept it moving. I certainly wouldn't have started name-calling.

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Reply #34 posted 10/09/16 4:19pm

laurarichardso
n

FlyOnTheWall said:

laurarichardson said:

I am not angry I just did not see the point and it take things off topic

It takes things off topic to get the name of Prince's manager, Phaedra Ellis-Lamkins, right? Okay. I'm so sorry you feel that way. I would have just said, "Thank you," and kept it moving. I certainly wouldn't have started name-calling.

Do you have anything to add to the topic about the LLC?

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Reply #35 posted 10/09/16 5:22pm

FlyOnTheWall

laurarichardson said:

FlyOnTheWall said:

It takes things off topic to get the name of Prince's manager, Phaedra Ellis-Lamkins, right? Okay. I'm so sorry you feel that way. I would have just said, "Thank you," and kept it moving. I certainly wouldn't have started name-calling.

Do you have anything to add to the topic about the LLC?

I already posted my contribution. Otherwise, I have been reading everything with great interest.

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Reply #36 posted 10/09/16 10:49pm

Bebop17

laurarichardson said:

FlyOnTheWall said:

Prince had no dealings with Phaedra Parks from the "Real Housewives of Atlanta." He worked closely with Phaedra Ellis-Lamkins, a labor executive.

Yes, smart ass I will go back and edit. If you take your smart ass over to the documents you will see that Phaedra Eliis Lamkins is listed on the LLC docs. My mistake with the name does change her role or the fact that she was an attorney he trusted.

Those are interesting docs. But as FlyOnTheWall has already pointed out, Phaedra Ellis-Lamkins is not an attorney.

Gimme some horns ... uh!
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Reply #37 posted 10/10/16 1:49am

panpac777

avatar

I like it, I like it.
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Reply #38 posted 10/10/16 4:52am

laurarichardso
n

Bebop17 said:



laurarichardson said:




FlyOnTheWall said:



Prince had no dealings with Phaedra Parks from the "Real Housewives of Atlanta." He worked closely with Phaedra Ellis-Lamkins, a labor executive.



Yes, smart ass I will go back and edit. If you take your smart ass over to the documents you will see that Phaedra Eliis Lamkins is listed on the LLC docs. My mistake with the name does change her role or the fact that she was an attorney he trusted.





Those are interesting docs. But as FlyOnTheWall has already pointed out, Phaedra Ellis-Lamkins is not an attorney.


--She is listed as the manager of the LLC. Which is what we should be discussing.
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Reply #39 posted 10/10/16 6:14am

Lovejunky

WIKIPEDIA

Ellis-Lamkins became the manager for the musician Prince in 2014. Under her management Prince performed a number of concerts to promote social justice causes, including one in Baltimore in honor of Freddie Gray, a man shot to death by Baltimore police.[21]

Ellis-Lamkins is credited with winning Prince's life-long battle to secure ownership of his masters. Van Jones described that occasion as "the happiest I have ever seen him."[4]

So Pheadra is THe Authorised representative For NPG MUSIC PUBLISHING Signed on Jan 8 2016

and Erika Easter is the Manager Signed Dec 1 2015 ?

These two have been entirely quiet ..like everybody else close to him...

Wonder whats going on...? They would know more than anybody what P wanted done with his catalogue...what plans he had.

It makes me feel good that P had this in place..Feels like a WIN ...

3~4 months before he passed..whew...

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Reply #40 posted 10/10/16 6:39am

ISaidLifeIsJus
tAGame

avatar

Laura knows my opinion on this matter but I will repeat it here. It's a huge assumption that P would make his siblings shareholders of his LLC.
Also It's not a corporation. It's a LLC, a Limited Liability Company.
[Edited 10/10/16 7:00am]
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Reply #41 posted 10/10/16 2:40pm

laurarichardso
n

ISaidLifeIsJustAGame said:

Laura knows my opinion on this matter but I will repeat it here. It's a huge assumption that P would make his siblings shareholders of his LLC. Also It's not a corporation. It's a LLC, a Limited Liability Company. [Edited 10/10/16 7:00am]

Okay but what if some other people are shareholders? Who owns the LLC because I did not see an owner listed on the California state documents? If you read the contract he assigned the publishing to this company and made himself an employee. Could he have made himself an employee/shareholder and had others as shareholders? The LLC would have then be owned by all of the shareholders with Prince included and maybe he was holding the most of the shares.

If he knew he was going to die or just did not think he would beat the pain meds would it make sense to put the songs in an LLC and make himself simply a employee/shareholder to avoid probate and making a will?

I am not sure this is a hugh assumption since we don't see him listed as the owner but we do see him listed a employee of the LLC with a period of performance.

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Reply #42 posted 10/11/16 4:30am

laurarichardso
n

ISaidLifeIsJustAGame said:

Laura knows my opinion on this matter but I will repeat it here. It's a huge assumption that P would make his siblings shareholders of his LLC. Also It's not a corporation. It's a LLC, a Limited Liability Company. [Edited 10/10/16 7:00am]

How about this below?I am not saying this Dummies book is the end all as I am sure Prince consulted with his lawyers and we still don't know who was the owner or shareholders of the LLC.

How Limited Liability Companies Can Help with Estate Planning

By Jennifer Reuting

LLCs (limited liability companies) are the perfect tool for planning an estate. Planning your estate is sort of like shooting at a moving target — you can’t plan for a future that you are unsure of. Nothing is certain in estate taxes, and Congress may pass another tax act in the coming years that changes the estate tax structure. So who knows what the tax rates will be when you pass on?

You need to take control of your estate and not leave everything up to the fickle whims of the U.S. government. With LLCs, you maintain control of your assets as the ownership passes on to your heirs, all while avoiding probate. You can also rest assured that your estate is protected from the roving eye of creditors and lawyers who want to take it away.

LLCs avoid probate

One of the greatest benefits of using LLCs in your estate planning is that your heirs can avoid probate, a lengthy and expensive process in which the court settles your estate for you. The court resolves all creditors’ claims and distributes your assets according to law or your will (if you recorded one). Probate is managed by someone whom you designate in your will, called an executor.

Probate often undermines all the tax-saving steps that you take (such as gifting) because the legal fees and court costs can become so high that the taxes are nominal in comparison. And if someone contests the will or the executor, the courts can take many years to execute the will, and there may not be much of an estate left to divvy up after it’s all over.

When you set up your estate in an LLC, the LLC just transfers to your heirs, and all is said and done. This way, you can rest assured that your loved ones won’t be hit with any huge legal fees that eat up your estate before it’s ever delivered into their hands.

If you are married and live in one of the ten community property states (Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, and Wisconsin), all your assets will be transferred to your spouse upon your death. In this case, no probate is necessary. If your spouse is no longer alive, then your estate will enter into probate. Note: if you don’t live in one of these community property states, then your estate will enter probate whether your spouse is alive or not. The best way to avoid probate is to create an LLC.

LLCs provide asset protection

The biggest problem with most estate planning techniques is that as you collect assets to pass on to your heirs, the assets aren’t protected from creditors and lawsuits. As long as you’re alive, without this protection, you’re a walking target. Although most trusts help ease the transfer of your assets upon your death, they don’t protect your assets from lawsuits or creditors like an LLC does.

When you work with your attorney on an asset protection plan, he will probably suggest using a trust. (A trust is a legal situation where someone gives financial control over certain assets to a person or institution for the benefit of another person, the beneficiary.) When structured properly, LLCs offer the same benefits as trusts when it comes to avoiding probate and reallocating income, but many attorneys prefer trusts because they’re the standard, age-old way of estate planning, and LLCs are newer entities. If you find this to be the case, you may want to have an open and frank discussion with your attorney as to why he doesn’t wish to incorporate an LLC into your estate plan. If he doesn’t have a concrete reason — such as the value of your estate is so small that it wouldn’t warrant the extra fees — then you may want to get a second opinion.

When you meet with your attorney to draw up an estate plan, make sure that your attorney incorporates asset protection strategies into the plan. Preventing your assets from being taxed after your death is pointless if your assets get seized by a creditor before your heirs can even get to them. An LLC, if used by itself, should do the trick because it offers many layers of asset protection.

If you want to use a special trust in your estate planning endeavors, you can use an LLC (or two or three) to hold the assets, thereby protecting them from creditors. The trust will be the majority owner of the LLC to help avoid probate and reduce estate taxes. This way, if you get sued personally, the creditor can break the trust, however, the assets (which are inside the LLC) are saved by the LLC’s charging order protection.

When you work with your estate planning attorney, he may not look at the situation from an asset protection perspective. Or, he may look at it only from an asset protection perspective and ignore the tax implications. Make sure that you have all of your bases covered and that whomever you work with looks at both of these important aspects when planning your estate.

LLCs give you control

An LLC is incredibly flexible. You can structure the ownership, the management, and the profit allocations pretty much however you want by specifying these things in the company’s operating agreement. Your LLC can be either member-managed, where all partners share equal control of the day-to-day affairs, or manager-managed, where one or a few people (who don’t make up 100 percent of the partners) make managerial decisions. LLCs for estate planning are commonly manager-managed LLCs, with the parents taking the role of managing partners and the kids as nonmanaging (silent) partners. This way, as the LLC is transferred to the children, the parents can still manage the assets even if they no longer own the LLC.

Basically anything goes, as long as you set up the LLC’s operating agreement accordingly. You can have different types (classes) of membership, where some partners have more voting rights than the others. You can restrict the transfer of ownership so your kids can’t sell their shares in the family estate. You can describe in detail how you want the succession to go after you pass away, and you can name the successor managers. You can even distribute the profits and losses however you want, meaning they don’t have to be distributed according to the membership percentages.

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Reply #43 posted 10/11/16 6:36am

Lovejunky

deleted to remove double post

[Edited 10/11/16 13:19pm]

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Reply #44 posted 10/11/16 6:38am

Lovejunky

laurarichardson said:

ISaidLifeIsJustAGame said:

Laura knows my opinion on this matter but I will repeat it here. It's a huge assumption that P would make his siblings shareholders of his LLC. Also It's not a corporation. It's a LLC, a Limited Liability Company. [Edited 10/10/16 7:00am]

How about this below?I am not saying this Dummies book is the end all as I am sure Prince consulted with his lawyers and we still don't know who was the owner or shareholders of the LLC.

LLCs give you control

you can name the successor managers

Exhibit E assigns Management to a single entity Erica Easter,

https://eminutes.com/team-members/erika-easter

The address 10960 Wilshire Boulevard turns up here

http://www.nksfb.com/

Services listed as

TOURING SERVICES

  • Pre Tour Budget
  • Creation of tour budget
  • Review all performance deals offered by concert Promoters to determine total gross earnings of tour
  • Projection of expenses
  • On Tour Recordation, audit and reconciliation of venue settlement reports
  • Collection and accounting of all revenue earned
  • Agency Deposit Schedules
  • Road Float Report
  • Payment of all bills associated with tour
  • Making sure proper insurance is in place (non-appearance coverage)

ROYALTY REVIEW

We will review all royalty statements, including artist/producer mechanical and publishing royalty statements. We compare these statements to the artist’s contract(s) to verify that only the proper rates and deductions have been made.

TRACKING & REPORTING

We track the due dates of all royalties from third parties, monitor the receipt of royalty statements, monitor the collection of royalty earnings, enter all contracts into a computer database for quick retrieval, and report these findings to artist and/or management.

3RD PARTY ADMINISTRATION

We prepare statements for Producers, other Musicians or Performers to whom you are required to render royalty statements. NKSFB can prepare these statements so that you are in compliance with your obligations to third party artists.

ROYALTY AUDITING

We maintain a staff of expert Auditors who can review and analyze your royalty statements to determine if you have been paid all sums to which you are contractually entitled. Click here for more information on our auditing services for musicians and performers.

Then there is this....

http://www.npgmusicpublishing.com/

whois search reveals the domain was registered Privately on March 24 2014 by Domainsbyproxy

and then this

http://www.larrystaxlaw.com/2016/06/the-death-of-prince-rogers-nelson-an-estate-tax-controversy-likely-to-follow/

so....still dont know who the shareholders are...

but Got my Sherlock holmes on....lol

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Reply #45 posted 10/11/16 7:16am

luvsexy4all

we not lawyers...we need a laymens interpretation of all this ...WHO has the right to sell his music?

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Reply #46 posted 10/11/16 7:29am

Genesia

avatar

FlyOnTheWall said:

laurarichardson said:

Yes, smart ass I will go back and edit. If you take your smart ass over to the documents you will see that Phaedra Eliis Lamkins is listed on the LLC docs. My mistake with the name does change her role or the fact that she was an attorney he trusted.

Somethings never change on the org.

WoW. I meant no harm. Angry, much???


Much and perpetually.

We don’t mourn artists because we knew them. We mourn them because they helped us know ourselves.
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Reply #47 posted 10/11/16 7:34am

laurarichardso
n

luvsexy4all said:

we not lawyers...we need a laymens interpretation of all this ...WHO has the right to sell his music?

I know someone who knows an estate attorney and I will be funneling my questions to them. I have an idea for a business and had just started to look at how it should be set up but did not think about it in terms of avoiding probate. So this will be education for me.

I know that Erica Easter works for eminutes which sets up LLCs at an express rate. It appears that she also handled the legal aspects of his tours.


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Reply #48 posted 10/11/16 7:35am

laurarichardso
n

Genesia said:

FlyOnTheWall said:

WoW. I meant no harm. Angry, much???


Much and perpetually.

Get out of grown folks conversations

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Reply #49 posted 10/11/16 8:57am

ISaidLifeIsJus
tAGame

avatar

NPG Music Publishing LLC bought the Purple Rain House.

The Purple Rain House is in Probate and was to be put on the market and sold.

I do both family law and estate work.

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Reply #50 posted 10/11/16 9:14am

laurarichardso
n

ISaidLifeIsJustAGame said:

NPG Music Publishing LLC bought the Purple Rain House.

The Purple Rain House is in Probate and was to be put on the market and sold.

I do both family law and estate work.

Okay but you have not answered one question that I asked.

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Reply #51 posted 10/11/16 10:45am

StopIt

Again, there are licensed lawyers with extensive litigation experience and recognition among us.

We know certain members here are unable to stop their unlicensed-legal-obsessions, and that is rather sad, but not uncommon.

Prince's associations and choices in the lawyering arena were poor. It happens.

Next.

laurarichardson said:

luvsexy4all said:

we not lawyers...we need a laymens interpretation of all this ...WHO has the right to sell his music?

I know someone who knows an estate attorney and I will be funneling my questions to them. I have an idea for a business and had just started to look at how it should be set up but did not think about it in terms of avoiding probate. So this will be education for me.

I know that Erica Easter works for eminutes which sets up LLCs at an express rate. It appears that she also handled the legal aspects of his tours.


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Reply #52 posted 10/11/16 11:07am

laurarichardso
n

StopIt said:

Again, there are licensed lawyers with extensive litigation experience and recognition among us.

We know certain members here are unable to stop their unlicensed-legal-obsessions, and that is rather sad, but not uncommon.

Prince's associations and choices in the lawyering arena were poor. It happens.

Next.

laurarichardson said:

I know someone who knows an estate attorney and I will be funneling my questions to them. I have an idea for a business and had just started to look at how it should be set up but did not think about it in terms of avoiding probate. So this will be education for me.

I know that Erica Easter works for eminutes which sets up LLCs at an express rate. It appears that she also handled the legal aspects of his tours.


" Prince's associations and choices in the lawyering arena were poor. It happens."

Who are you to say this? He found someone to get his masters back and I am sure you don't need the greatest legal mind the world to set up an LLC.

"licensed lawyers with extensive litigation experience and recognition among us."

Yes, we do but they are wrong about the Purple Rain house.

The Purple rain house was not going to be sold along with Paisley Park and some commercial properties and that this was a mistake in the initial filing.

http://minnesota.cbslocal.com/2016/08/06/paisley-park-wont-be-sold/

I also believe from my reserch that LLC are used to protect assests from Probate proceedings and that not all of P's assests are being controlled by the Probate court.

See below.

---

LLCs avoid probate

One of the greatest benefits of using LLCs in your estate planning is that your heirs can avoid probate, a lengthy and expensive process in which the court settles your estate for you. The court resolves all creditors’ claims and distributes your assets according to law or your will (if you recorded one). Probate is managed by someone whom you designate in your will, called an executor.

Probate often undermines all the tax-saving steps that you take (such as gifting) because the legal fees and court costs can become so high that the taxes are nominal in comparison. And if someone contests the will or the executor, the courts can take many years to execute the will, and there may not be much of an estate left to divvy up after it’s all over.

When you set up your estate in an LLC, the LLC just transfers to your heirs, and all is said and done. This way, you can rest assured that your loved ones won’t be hit with any huge legal fees that eat up your estate before it’s ever delivered into their hands.

If you are married and live in one of the ten community property states (Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, and Wisconsin), all your assets will be transferred to your spouse upon your death. In this case, no probate is necessary. If your spouse is no longer alive, then your estate will enter into probate. Note:

LLCs give you control

An LLC is incredibly flexible. You can structure the ownership, the management, and the profit allocations pretty much however you want by specifying these things in the company’s operating agreement. Your LLC can be either member-managed, where all partners share equal control of the day-to-day affairs, or manager-managed, where one or a few people (who don’t make up 100 percent of the partners) make managerial decisions. LLCs for estate planning are commonly manager-managed LLCs, with the parents taking the role of managing partners and the kids as nonmanaging (silent) partners. This way, as the LLC is transferred to the children, the parents can still manage the assets even if they no longer own the LLC.

Basically anything goes, as long as you set up the LLC’s operating agreement accordingly. You can have different types (classes) of membership, where some partners have more voting rights than the others. You can restrict the transfer of ownership so your kids can’t sell their shares in the family estate. You can describe in detail how you want the succession to go after you pass away, and you can name the successor managers. You can even distribute the profits and losses however you want, meaning they don’t have to be distributed according to the membership percentages.

[Edited 10/11/16 11:10am]

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Reply #53 posted 10/11/16 11:43am

nelcp777

Lovejunky said:

WIKIPEDIA

Ellis-Lamkins became the manager for the musician Prince in 2014. Under her management Prince performed a number of concerts to promote social justice causes, including one in Baltimore in honor of Freddie Gray, a man shot to death by Baltimore police.[21]

Ellis-Lamkins is credited with winning Prince's life-long battle to secure ownership of his masters. Van Jones described that occasion as "the happiest I have ever seen him."[4]

So Pheadra is THe Authorised representative For NPG MUSIC PUBLISHING Signed on Jan 8 2016

and Erika Easter is the Manager Signed Dec 1 2015 ?

These two have been entirely quiet ..like everybody else close to him...

Wonder whats going on...? They would know more than anybody what P wanted done with his catalogue...what plans he had.

It makes me feel good that P had this in place..Feels like a WIN ...

3~4 months before he passed..whew...

You have analyzed this pretty good. I am curious to see how the legalities play out.

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Reply #54 posted 10/12/16 10:51am

BanishedBrian

laurarichardson said:

Mods do not more this to another forum. Very important info.

There is a crazy man named Rodney Dixion who claims he has power of attorney over all of Prince’s music. Now he has crazy ass documents in his claim most of which is total nonsense however he has pulled some information from the copyright office that explains how Prince made sure his music would not be affected by the Probate process. Please see the Estate 4 topic to see all of the great people who pulled this together.

See the link below. See Exhibit A, B, and E

http://www.mncourts.gov/m...randum.pdf

Exhibit A is an 'exclusive songwriter agreement' dated April 2014 in which Prince assigns all copyright to NPG Music ( Prince's own company). As this is around the time Prince announced getting his masters back from WB , this must have been part of the business side of getting this all set up.

Exhibit B is a copyright form (public document) registering all 965 songs to NPG music. Dated Feb 4 2016. so recent! As 965 sounds about right in terms of the total number of songs Prince had registered, this seems to be about him changing the registration from his own name to NPG as the copyright owner, I guess aligning it all to the new agreement with NPG.

Exhibit E is a public document recording that NPG Music Publishing is being set up as an LLC in California, dated march 2014.

Phaedrea Ellis Lamkins is listed as the manager of NPG music publishing, and we know she was credited with working with Prince to help him regain ownership of his masters.

It would appear that the LLC owns the songs and I would bet money that Prince’s siblings are the shareholders. This would mean that the songs will not be affected by whatever happens to the estate. I believe he saw the foolishness with his Dad’s estate and found a why to get around the courts and protect his music.

Let’s discuss and think about how he did all this two years ago right around the time he told his sister he was done.


This is interesting information, though I'd take you up on the bet in bold.

Aside from estate planning, it would be quite normal for Prince to have used an LLC structure to hold his IP assets. Almost every person in that situation is going to run ownership through a business entity structure, and an LLC is generally preferable to a corporation because it provides maximum flexibility, and it avoids double taxation. (As the interest holder in an LLC, the profits of the entity flow through to you without corporate tax, whereas with a traditional "C Corp" structure, the business entity pays corporate tax on profits, and then shareholders pay additional capital gains tax on receipt of dividends or proceeds in sale/dissolution.)

There are several reasons I'd be surprised if Prince made his siblings the unitholders of the LLC interests. First, making the siblings the interestholders at formation would mean that they'd have been receiving taxable income from the LLC for the last 2 years (via what's known as a "K-1"), in which case we'd have surely heard them mention all this during the interviews back in April. They'd have had to sign on as members to all the LLC documents at the time. None of this seems consistent with the behavior of everyone involved.

In addition, the assignment of all of Prince's IP assets to the LLC is an event that also has tax implications. If Prince was the pre-existing owner of all of those assets, and he contributed them to the LLC in exchange for taking all the LLC's membership interests, it's basically a non-event for tax purposes. On the other hand, if he made his siblings the interestholders in the LLC, and he wasn't the sole interestholder, the assignment wouldn't legally work. There wouldn't be any consideration for it, so it would essentially be treated as a gift to his siblings, meaning they'd have to pay gift tax on the entire value of the contribution (i.e., $100M+ of federal gift taxes).

Now it's possible that Prince could have structured an LLC where his siblings held units that "sprung" into having value upon his death (or his own units sunset in some manner), but again, this would be surprising given the leaks that have come out in the StarTribune surrounding his probate case, as the court would in that case be valuing the estate quite differently.

I think the most likely answer given everything we know to date is that Prince was the sole member of an LLC with all (or many) of his IP assets, and the ownership rights to those membership assets are the main asset going through probate. Put another way, all of the information in those links is just citing to very ordinary course / routine stuff - there's no "chemtrails" being discovered here.

No Candy 4 Me
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Reply #55 posted 10/12/16 11:16am

BanishedBrian

As a follow-up to the above, this is stated from the crazy man's memorandum:

Prince Rogers Nelson (Individual/Writer) executed an Exclusive Songwriter Agreement with Prince Rogers Nelson (Manager/Member of NPG Music Publishing, LLC) on or about April 4, 2014, titled ‘Exclusive Songwriter Agreement (Exhibit A).

Just to put some context around the above, "member" is for a limited liability company means the person(s) who own the entity - sort of like shareholders are for a corporation.

By contrast, a "manager" of an LLC is like a director/officer, meaning someone that acts as a fiduciary for the entity (and might be an employee thereof), even though that office does not convey any ownership rights.

So if Prince was the Member of the LLC, everything would be as I speculated above - he just made a capital contribution (of his IP assets) in exchange for the membership interests of the entity. Absent a will, those membership interests likely are one of the main assets of the estate now.

No Candy 4 Me
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Reply #56 posted 10/12/16 11:21am

laurarichardso
n

BanishedBrian said:

As a follow-up to the above, this is stated from the crazy man's memorandum:



Prince Rogers Nelson (Individual/Writer) executed an Exclusive Songwriter Agreement with Prince Rogers Nelson (Manager/Member of NPG Music Publishing, LLC) on or about April 4, 2014, titled ‘Exclusive Songwriter Agreement (Exhibit A).

Just to put some context around the above, "member" is for a limited liability company means the person(s) who own the entity - sort of like shareholders are for a corporation.

By contrast, a "manager" of an LLC is like a director/officer, meaning someone that acts as a fiduciary for the entity (and might be an employee thereof), even though that office does not convey any ownership rights.

So if Prince was the Member of the LLC, everything would be as I speculated above - he just made a capital contribution (of his IP assets) in exchange for the membership interests of the entity. Absent a will, those membership interests likely are one of the main assets of the estate now.


-- No it depends on how it was structured.
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Reply #57 posted 10/12/16 11:22am

BanishedBrian

laurarichardson said:

BanishedBrian said:

As a follow-up to the above, this is stated from the crazy man's memorandum:

Prince Rogers Nelson (Individual/Writer) executed an Exclusive Songwriter Agreement with Prince Rogers Nelson (Manager/Member of NPG Music Publishing, LLC) on or about April 4, 2014, titled ‘Exclusive Songwriter Agreement (Exhibit A).

Just to put some context around the above, "member" is for a limited liability company means the person(s) who own the entity - sort of like shareholders are for a corporation.

By contrast, a "manager" of an LLC is like a director/officer, meaning someone that acts as a fiduciary for the entity (and might be an employee thereof), even though that office does not convey any ownership rights.

So if Prince was the Member of the LLC, everything would be as I speculated above - he just made a capital contribution (of his IP assets) in exchange for the membership interests of the entity. Absent a will, those membership interests likely are one of the main assets of the estate now.

-- No it depends on how it was structured.


OK, elaborate with specifics please.

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Reply #58 posted 10/12/16 11:39am

laurarichardso
n

BanishedBrian said:

laurarichardson said:

BanishedBrian said: -- No it depends on how it was structured.


OK, elaborate with specifics please.

There are several reasons I'd be surprised if Prince made his siblings the unitholders of the LLC interests. First, making the siblings the interestholders at formation would mean that they'd have been receiving taxable income from the LLC for the last 2 years (via what's known as a "K-1"), in which case we'd have surely heard them mention all this during the interviews back in April. They'd have had to sign on as members to all the LLC documents at the time. None of this seems consistent with the behavior of everyone involved.

Why would they mention this to the media? In fact the only sibling that has spoken to media was Tyka, Charles and crazy Albert. Who would get on T.V and discuss their finances? What behavior would you expect them to exhibit? In addition, what behavior would that have exhibited in public?

There wouldn't be any consideration for it, so it would essentially be treated as a gift to his siblings, meaning they'd have to pay gift tax on the entire value of the contribution (i.e., $100M+ of federal gift taxes).

Don’t you think it is possible that it may have been taking care of them in this manner. We know he was taking care of them some sort of way. We just don’t know how. We the dip in music sales due to streaming I doubt the sibs would be seeing a 100 million of anything.

Now it's possible that Prince could have structured an LLC where his siblings held units that "sprung" into having value upon his death (or his own units sunset in some manner), but again, this would be surprising given the leaks that have come out in the StarTribune surrounding his probate case, as the court would in that case be valuing the estate quite differentl

I believe the units are springing into action now after his death. If he knew he was sick and dying or just might not make it from the pain pill problem. Why would he not have set this up in this manner? What leaks are you speaking of? All the Star Tribune has done is report on the most banal and minor crap about the estate. They have not provided any information finance wise that any of us fans could not get from the court docs ourselves or from using a search engine.

We have no information on what the court is valuing the estate at. The 300 million came from the media. All we know officially is how much the real estate is valued at. We have not seen a final accounting with the assets and liabilities listed.

We do not know from the state docs on the website who is the owner of this LLC we don’t know if there are shareholders or if those shareholders are active at this time. The LLC is a private entity so we may never know anything until the probate is finished and even then the court may seal the docs.

In addtion, I could be wrong as the shareholders could be some non-profit or the estate could be controlled by a trust. We just don't know.

[Edited 10/12/16 11:43am]

[Edited 10/12/16 11:44am]

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Reply #59 posted 10/12/16 11:53am

BanishedBrian

laurarichardson said:

BanishedBrian said:


OK, elaborate with specifics please.

There are several reasons I'd be surprised if Prince made his siblings the unitholders of the LLC interests. First, making the siblings the interestholders at formation would mean that they'd have been receiving taxable income from the LLC for the last 2 years (via what's known as a "K-1"), in which case we'd have surely heard them mention all this during the interviews back in April. They'd have had to sign on as members to all the LLC documents at the time. None of this seems consistent with the behavior of everyone involved.

Why would they mention this to the media? In fact the only sibling that has spoken to media was Tyka, Charles and crazy Albert. Who would get on T.V and discuss their finances? What behavior would you expect them to exhibit? In addition, what behavior would that have exhibited in public?

There wouldn't be any consideration for it, so it would essentially be treated as a gift to his siblings, meaning they'd have to pay gift tax on the entire value of the contribution (i.e., $100M+ of federal gift taxes).

Don’t you think it is possible that it may have been taking care of them in this manner. We know he was taking care of them some sort of way. We just don’t know how. We the dip in music sales due to streaming I doubt the sibs would be seeing a 100 million of anything.

Now it's possible that Prince could have structured an LLC where his siblings held units that "sprung" into having value upon his death (or his own units sunset in some manner), but again, this would be surprising given the leaks that have come out in the StarTribune surrounding his probate case, as the court would in that case be valuing the estate quite differentl

I believe the units are springing into action now after his death. If he knew he was sick and dying or just might not make it from the pain pill problem. Why would he not have set this up in this manner? What leaks are you speaking of? All the Star Tribune has done is report on the most banal and minor crap about the estate. They have not provided any information finance wise that any of us fans could not get from the court docs ourselves or from using a search engine.

We have no information on what the court is valuing the estate at. The 300 million came from the media. All we know officially is how much the real estate is valued at. We have not seen a final accounting with the assets and liabilities listed.

We do not know from the state docs on the website who is the owner of this LLC we don’t know if there are shareholders or if those shareholders are active at this time. The LLC is a private entity so we may never know anything until the probate is finished and even then the court may seal the docs.


In order of your bolded sections:


1. In the weeks following his death, there were some candid interviews with the siblings, in which many admitted that they had little contact with him over the past few years. That seems inconsistent with the notion that he decided to form an entity 2 years ago for the purpose of transferring his assets to them, when they'd have all needed to participate given you have to sign membership documents to become an LLC member.

2. The $100M I was referencing wouldn't be the value of the income to the LLC over the last 2 years (which would be very small), it would be the value of his gifting of the assets to them when he contributed the IP rights to the LLC. When you form a new corporate or LLC entity, it's easy to contribute assets as long as you're the sole equity/interest-holder, because then it's an equal value exchange. If instead, he'd set up the LLC where his siblings each had, let's say, 10% ownership interests, they'd all be deemed to have received a gift on the value of the assets that he contributed, which likely had a fair market value of several hundred milllion dollars. That's why it's very unlikely that he's not the sole member.

3. There have been 50+ filings in the probate case, and millions and millions of dollars spent on legal fees already. The extent of Prince's ownership interests in business entities would be the first asset Bremer would have inventoried, and it takes about 5 minutes to review the LLC records (which Prince would possess, and which is representatives would possess and would be obligated to provide to his estate upon request). In other words, if some complex, estate planning structure had been implemented via the LLC, Bremer and the court have known about it for 5 months. The actions of the various attorneys in the case (including those of the family) are inconsistent with that scenario.

Further, I think you're reading that LLC blurb and overestimating what's feasible from an estate planning standpoint. When they say that an LLC can help you avoid probate, they're saying that in terms of things like having your ownership interests be held as joint tenants in the entirety with your spouse, or having a living trust, etc. For an unmarried individual with no children, there aren't too many magical estate planning tools. In fact, if Prince had used the LLC for something like this, I think it'd have been much more likely he'd have just had the interests assigned at death to a charity or the JWs, rather than siblings with whom he was not close.

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