AN EXCLUSIVE HITS DIALOGUE WITH DON PASSMAN

By Jeremy M. Helfgot

The title of Don Passman's latest book, "The Visionary," might lead one to presume it was an autobiography.

Passman has certainly had a vision, turning the record business on its ear, first with his essential guide to the music industry, "All You Need To Know About The Music Business," and later by brokering R.E.M.'s record-shattering $80-million-dollar deal with Warner Bros. and Janet Jackson's mega-deal with Virgin. So one might be surprised to learn that "The Visionary" is both a novel and completely unrelated to the music business.

Published by Warner Books, "The Visionary" is a thriller chronicling a psychic accountant, a U.C.L.A. law and psychiatry professor, an L.A.P.D. detective and a ruthless serial killer - so the characters are not too unlike those might one encounter on a record company's staff.

However, Passman is quick to point out that this book is as removed from the music industry as possible, save for the acknowledgments which recognize the contributions of legendary A&R man John David Kalodner.

Of course, Passman continues to prove that the pen is mightier than the sword, as he rattles his ball-point saber on behalf of many high profile clients from his office at the firm of Gang, Tyre, Ramer & Brown, Inc..

HITS - own serial critic Jeremy "Spoke In Class Today" Helfgot managed to catch up with the legal Don as he was blow-drying the ink on his latest contract negotiation, to talk about "The Visionary," the music business and the latest bad lawyer jokes.

How did "The Visionary" come about?

Ever since I was a little kid, I've always had this urge to write a novel, tell stories, things like that. I started telling stories when I got in trouble as a kid, and had to make up stuff for my parents. I used to tell stories to neighborhood kids, just for fun, and tell stories to myself. I wrote creatively in junior high and high school, and a little bit in college. And then when I got to law school, it basically faded away, and I didn't start writing again until I wrote the music book, which was back in 1991.

But the urge to write a novel never went away, and I started and stopped a few times and never could quite get it together. And then, finally, it all just began to gel. I took a writing class that put together the elements I was missing - how to organize it and break it down into manageable chunks - and I started writing.

I started with topics that I thought were intriguing. I've always been fascinated by psychics - I find the whole phenomenon something extraordinarily interesting, engaging and disturbing - all of the things that make a topic worth delving into. And also serial killers are fascinating in a bizarre, repulsive and attractive way - just the idea that somebody would do that to another human - what motivates people and what mind-set they get into. So I did a fair amount of research about both of those to put the book together.

The other thing that I like is the whole process of psychiatry - how people work with the human mind, how people become who they are and how a psychiatrist helps a person to change and to get out of a situation when they need to. And so I melded all of these topics together, especially the idea of what happens to someone who's psychic and having psychiatric problems. So, basically, it grew out of concepts that I found interesting, and I just wove a story around it.

How long did it take to research and write the book?

The research took several months. Because it was first novel and I didn't know any better, I ended up not doing as much research before I started writing as I've learned I need to. So, I already had a draft or two done and was in the editing process, when I realized I had to go back and do more research. When I did that, of course, it changed both the story and the texture of the story, because I found out that some of the things I wanted were impossible [laughs], and I had to go back and try to make them as accurate as I could.

I wrote the book in about six months. On the other hand, it took over two years to edit, because my editors came to the conclusion that they would really teach me how to write in the process - and hopefully, they did. But it was certainly a process of "leave your ego at the door," because, basically, when you take up something like this, you're starting all over again in a new arena, and you really are at ground zero, which is a humbling experience, to say the least. And so I had to go back and, basically, become a beginner.

Parts of it were very tough, and certainly you have to harden yourself, because I'd get back comments on the manuscript like, "Ugggghh!" I had to realize I was still an amateur when it came to writing, and I needed to learn the craft. Once I made that mental adjustment and got my head into the right space, then it became an enjoyable learning experience, but it still was hard work. Anytime you're learning a new skill, it takes effort. But if you're enjoying it, it's worth it and it's fun.

Was it tough juggling contracts and novel chapters on a daily basis?

It really wasn't. It would be hard if I was sitting there drafting a contract to drop it and start writing creatively, and then go back, because you do get your mind into a different space. But it wasn't bad going home, relaxing, having dinner, playing with the kids and then going to write. As long as I had the transition, it wasn't a problem - I could switch back and forth.

I've always been pretty efficient with my time and obviously, my law practice always took precedent - I mean, this had to be secondary. But, whether it was on an airplane with a laptop, or whether it was at night after the kids were asleep, or on weekends when I'd grab a couple of hours, I just worked it in when I could.

The last acknowledgment is to John Kalodner.

[Laughs] There is a character who is a clean freak in the book. I called up John, who is the cleanest person I know, and said, "I've got a character in the book who's clean freak, and he may be pretty weird - and you need to know that up-front - but would you give me some info on what clean freaks do?" and he said, "Absolutely." And he gave me some invaluable advice, which is in there. The character doesn't wear white suits like John, though.

Did anyone else from the music world sneak into the story as characters?

Not really. I intentionally didn't want to do that. If I'm going to write fiction, I want to be able to truly write it out of general life and not just become a one-trick pony that writes about the music business and people assume that's all I've got in me. I really wanted to write about topics totally unrelated to my life, like, hopefully serial killers.

Not too many authors can claim to have negotiated an $80-million record deal while writing their first novel.

Well, it takes some amount of creativity to do business deals, and it takes some amount of business discipline to be able to sit down and actually finish a novel. The interesting part to me was the interplay between the two, and I actually think it enhances both. By using the other side of my brain, it sort of fires things up and makes me more creative in business. Using the business side of my brain gets me organized and in the right mode to have the discipline to sit down and do the creative writing, so I think they complement each other.

Do you negotiate your own book deals?

No, I have an agent - I read [the contract] myself, but I didn't trust myself. There's a saying in the law business that a lawyer who represents himself has a fool for a client, and I can't be objective about my own work. When I have legal problems, I hire a lawyer. I know that I get emotional over my own problems, just as my clients do about theirs, and I need somebody objective to bounce things off of. I didn't say I won't jump in and give advice [laughs], but at least, hopefully, I have the sense to listen.

How did you land in the world of entertainment - and particularly, music law?

I always wanted to be in the music business, and I thought this was a way to do it and eat regularly. I used to play in bands in college and law school, and it became clear to me that I wasn't going to be able to do it and eat regularly, because I didn't have the talent.

What do you feel is the biggest issue currently facing the legal community in the music industry?

The biggest change in the music industry is going to be what's happening with the Internet and the potential for piracy. We're going to get it first, because audio products will be the first to be downloaded, as MP3 has already proven. It's a serious threat to the industry. Handled right, in the long-term, it becomes a plus, because it's a new way to distribute music. But in the short-term, we're going to have some serious security issues.

How are you advising your clients with regard to the Internet and online music distribution?

The way the world is set up, the record companies control the rights to the recordings, and therefore the only time it comes up is if you're renegotiating with a record company - none of which are willing to give up online rights - so the artists don't end up controlling them, unless they're smaller and are going to put the music out on their own label.

Most of the companies are paying 80-100% of the rate as if it were sold as a CD, and then there's a right to re-negotiate after a period of years or if it becomes a certain percentage of the marketplace, but they try to put a cap on it of 100% of the CD rate, which is probably not fair, because there's no manufacturing, no shipping and no inventory risk, etc.. But it takes time before these things sort themselves out. It's still in its earliest stages; nothing has taken form yet, where they could care less about copyright law.

The answer's going to have to come technologically, because the law is going to work as a theoretical matter; but as a practical matter, it's very difficult.

It has to be an encryption, where you can only read the music if you've got a key to it - There are some competing ways to do it, but nothing's taken a dominant position yet.

What other legal issues are currently at the top of the list?

Life has certainly become more complex. When I started doing this, record deals were maybe 15-17 pages long; now they're a hundred. So, that tells you how complicated things have become and that's just one aspect of it.

There's obviously concern about the overall state of the business, which has been OK lately, but is still having its problems. But that's cyclical; that just tends to go in phases. I remember when everybody was moaning back in the '70's because video games were pulling quarters out of kids' pockets, and nobody was buying music, and they said it was the end of the game, and obviously, it's come back several times since then. It'll come around again. People are always going to listen to music.

What about the increasing role of attorneys as talent scouts?

There is certainly some of that, since it's easier to get a lawyer to shop your tape than it is to find a manager to do it, and the majors won't take a tape unless it comes from a lawyer or a manager.

The lawyers, even though many people don't care for them, have done an awful lot to protect artists in the business over the years. In the '50's and '60's, artists were not treated very well. The attorneys were a key factor in re-addressing the balance, representing artists, protecting them and getting them better deals and a bigger share of the pie.

It is a little bizarre to think of someone with a law degree shopping tapes, but it does seem to be the way that things have developed, and it's not a bad way for people to gain entry into the business.

Certainly, as this industry has matured, and you now have large corporations worrying about their quarterly profits, annual statements and share price, it's going to change the way the business is done, from people who were entrepreneurs and flew by the seat of their pants, which is what the early pioneers did. On the other hand, it's a myth to think that lawyers and accountants are running record companies, because if you think about it, I'm not sure who besides Clive [Davis] is either one of these.

Is it tough being the butt of so many lawyer jokes?

There isn't any profession that doesn't have jokes about it of one kind or another. It just sort of comes with the trade. I love what I do, and most of the people doing this are doing it with integrity and with the right spirit. There will always be people that aren't, in any profession, but I'm still up on it and still very much engaged and enjoying it.

  

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