So You Wanna Be a Rock 'n' Roll Lawyer?

It only takes three chords and an attitude to start a rock band. To sustain one, though, requires the energy of a small corporation.

Having sold nearly 10 million copies of Dookie, its major-label debut on Reprise, the Bay Area punk trio Green Day is, to the chagrin of many punk hard-liners, now literally a corporation: Green Day Inc. While riding the bullet train from Gilman Street to Wall Street, Billie Joe, Tre Cool and Mike Dirnt have been attended by a staff of nearly a dozen advisers, managers and attorneys. And that's just the folks in their private coach, never mind the record label, publishing company, merchandisers, tour support and fan club.

At Green Day's level of success, incorporation is inevitable. But what's not so cut and dried are the professional choices artists make when they hit such heights. The secret to Green Day's fortune lies not only with the band's talent and business acumen but with the legal triumvirate it employs: Elliot Cahn, Jeff Saltzman and Ned Hearn.

Cahn and Saltzman head Green Day's management team: Cahn-Man. Despite the moniker, the duo enjoys a squeaky-clean reputation that confounds the stereotypical image of slippery show-biz moguls. To begin with, both partners were once aspiring musicians themselves: Saltzman formed a local one-man new-wave group called House of Pants, while Cahn got his start as a principal player with the '50s revivalists called Sha Na Na.

“We started Sha Na Na on a lark, in the spring of 1969,” he recalls, leaning back in a leather armchair in the sunny meeting room of his Oakland offices. “By the end of the summer, we had a record deal, and we played Woodstock.”

No stranger to meteoric success, Cahn, now in his mid-40s, is also familiar with the downside of performing. After knocking around the industry for a while in the mid-'70s, which included a stint as a guitarist for Henry Gross (who wrote the doggie dirge “Shannon”), Cahn studied law, taught and eventually “fell back into the music business” through a help-wanted ad. Hired by S.F.-based attorney Michael Krasner, he went to work on merchandising deals for acts such as Journey and Santana.

“It was just dumb luck,” he says today. “There aren't any jobs in music that get advertised.”

As lawyers who rock(ed), Cahn and Saltzman understand the legal issues other managers generally delegate to their bands' law offices. Rewarded for its probity and savvy, Cahn-Man now works with emerging artists such as Jawbreaker and the Muffs; in addition, Saltzman manages the hot modern-rock properties Rancid and Offspring. One indication of the industry's respect for the duo is that Cahn has been invited to deliver the keynote speech of this week's Gavin SF02 convention in San Francisco.

SF02 event coordinator Bonnie Simmons says she chose Cahn to speak because his exemplary company is the antithesis of New York/L.A. hardballers. “This is a small town,” she says, “and if you waver from having scruples, there's only so long you could get away with it. Everybody knows everybody's business here.”

Gold and platinum records adorn the walls of Cahn-Man's two-story pastel-colored workspace. The commemorative platter in the meeting room represents Saltzman's work with Mudhoney, for the Seattle band's contribution to the Judgment Night soundtrack. Hanging across from Cahn's desk is his own gold disk, awarded during those days with Sha Na Na.

Cahn-Man evolved from a bout of fortuitous coincidence: Cahn says he met Saltzman in a car pool just a short while before he left Krasner's office to establish his own practice. When the opportunity to manage the group Testament arose, Cahn asked Saltzman for his help. Saltzman quickly moved from handling the metal band's affairs one day a week to joining Cahn fully as a partner.

“One day he called and said, 'I can't stand what I'm doing. Can I come in full time?' ” Cahn says. “I said, 'Sure — if you don't mind not making any money.' ”

That happened in 1989. Six years later, Cahn and Saltzman are happily counting loot by the light of the roaring Green Day fire. Along the way, they've represented Bay Area bands like Faith No More and Primus, both of which have been in the frying pan themselves. Progress hasn't come without suffering, however: Cahn stresses that they've also shivered through the cooling embers of once-promising acts.

EEE”We managed the guitar player Richie Kotzen,” he laughs, “who got and lost a deal with Interscope, joined Poison and got thrown out for falling in love with the drummer's ex-girlfriend.”

The recklessness of musicians has been well-documented. Less so are the myriad liberties taken by insiders that often lead to estranged relationships and dead-end career paths for their artists. Hasty overexposure can ring an early death knell: San Francisco psychedelics Moby Grape had nowhere to go but down after their label released five singles from their debut record simultaneously. Sizable advances can vanish into thin air as inflated back debts are paid off; rarely does a million-dollar baby earn anywhere near that ballpark – just ask Interscope's Helmet. And recordings often end up in litigation limbo, as labels exercise their option on a new album and management finds it has not secured buyback rights to the master tapes.

With a grimace, Cahn acknowledges the “get rich quick” attitude of so many in his business, executives who “don't really care about human values at all.” About three years ago, his own discretion began to pay off, as Cahn-Man started working with a melodic garage group called the Muffs, who signed with Warner Bros. “And then Green Day walked in the door,” Cahn says, plainly, as if the event were a pizza delivery. He pauses to smile, paying proper respect to destiny. This is a man who openly admits he heeds his omens.

One of Cahn's employees had suggested taking a look at the buzzing Berkeley punks who were about to release their second LP on the local Lookout! label. There was, Cahn relates, an immediate obstacle to approaching Green Day: Rumor had it that the young men — round-the-clock rebels that they were — didn't want anything to do with the industry. Cahn was relieved to learn they weren't that hostile. [page]

“Rather than hating the music business, they were just cautious,” he says. “They were concerned they were going to meet a couple of cigar-chompers who'd say, 'Sign here,' and then take things from them.”

Although Cahn and Saltzman are attorneys, it wasn't in anyone's best interest for them to serve a dual role as managers and legal counsel. Installing an internal system of checks and balances, Cahn-Man introduced Green Day to Ned Hearn,

a San Jose-based attorney with whom they'd been working on other acts in Hearn's stable.

EEHearn promptly squared off with Cahn-Man to negotiate a management deal with the band.

EE”We were clearly on opposite sides of the table,” says Hearn. But at the same time, Hearn says, he and the managers knew “that someday we'd be standing shoulder to shoulder to deal with other people on behalf of Green Day.”

EEEHearn, too, comes from an artist-oriented background, having provided pro bono work for California Lawyers for the Arts. A bearded, becalmed man with deliberate mannerisms, Hearn is not exactly what you'd consider a thrasher. In fact, his first entertainment clients for CLA were the founding members of the “contemporary instrumental music” label Windham Hill.

“I got comfortable dealing with things having to do with record labels,” he explains, issues like “distribution, pressing deals, licensing deals. … Working with record companies gave me a good sense of the economics of the business, where their margins and expectations really are.” This invaluable information he absorbed for future use in negotiating deals for bands.

In the Green Day camp, there's a lot of talk about goals, incentives, returns — a lot of discussion about “where we want to be in two, three, five years.”

“It sounds almost corny,” Hearn admits. But the kind of success Dookie has had attracts an awful lot of suitors — or “sharks,” as Cahn puts it. It's the business of Cahn, Saltzman and Hearn to ensure that their clients have something to show for their work, and it appears that they do their jobs well.

Howie Klein, president of Reprise, emphasizes that Cahn and Saltzman are exceptions to the rule in an industry predisposed to vulgarity.

“When I deal with Elliot and Jeff,” he says, “I'm talking to two people who have read a book or two. They're intelligent people, not money-grubbing business creeps. … If I was a dog and they walked in the room, my tail would wag.

“Part of the job of a manager,” Klein continues, “is to get things for their artists. There are two ways to do that. One is to be an asshole, to be obnoxious, to threaten people. Another is to be rational and charming, and make your case in a pleasant and sane way. … They got everything for Green Day, even before they sold a single record for us.”

That the management team is able to cater to Green Day's needs is a reflection of the band's certainty of what it wants.

“The guys in Green Day are three very enterprising young men,” Hearn says. “Most major labels are not in the business of creating an act from scratch. Green Day had created their own fan base [before they signed]. It's like being born fully formed — their niche was already created. It's not like the label will tell them what their second album should be.”

Klein agrees. “That's what a real artist is,” he says. “The guys in Green Day have a very clear vision of who Green Day is. … They are the exact opposite of a sellout. We try to follow their vision.” Conversely, too many “baby bands” beseech their labels for guidance, assuming the industry father figures know best. Klein chuckles, “I could never imagine in a million years someone in Green Day asking me what kind of song I think they should write.”

The final arc of Green Day's inner circle is provided by the group's business manager, Zach Zeisler. Zeisler favors the title “accountant” to “business manager”; like his colleagues, he's almost embarrassed about the preconceptions of his industry. “Typically, I'm the last piece a band would need,” he says. “Obviously, if they don't have any money, they don't need me.” In fact, band managers often fill the accountant's role themselves, creating a dangerously self-contained financial system ready-made for embezzlement.

Zeisler explains that his billing methods differ from those of “the big boys in L.A.,” whose fees are commission-based, commanding up to 5 percent of their clients' gross income.

“We don't do it that way. We just bill on an hourly rate,” he says. If the band sells “100 times” more records, he argues, doing the math “might take an hour longer.”

The 33-year-old Zeisler claims another significant distinction from the big boys: Unlike many of his peers, he won't act as a financial adviser to his clients. He pays the band's debts and the members' personal bills, and he processes their royalty checks.

“I don't want to pull the trigger on investment decisions. Once their income is high enough — a half million, $250,000 — I'll set them up with a financial planner.”

The decision to incorporate a band, Zeisler points out, is “not tax-motivated — it's exposure-motivated.” Lawsuits over ill-fated stage dives at concerts or car crashes, for instance, can strip a partnership of its assets, whereas an act that incorporates protects itself from such potential disasters. One of the pleasures of working with Green Day, Zeisler says, is that the band can hit the highway with just a couple of roadies, hiring production teams at each venue. The days of 18-wheeled juggernauts are largely a thing of the past, certain classic rock relics notwithstanding. [page]

Addressing other concerns for big-name acts, Hearn points out that a band with Green Day's sure sense of self has to guard its image in the marketplace.

“Talk about perceptions of sellout,” Hearn says. “This is an area where they can easily lose control over how they're perceived. Not just the image projected, but also the volume of things that go out there. And not just T-shirts and hats, but the coffee cups, pogo sticks, everything else. You could find yourself licensed to dozens of merchandisers for dozens of products, much more exposure than you ever intended.” The challenge, he contends, is “maintaining control over who you are.”

That control is crucial to the publishing side of a band's affairs, an aspect of the business traditionally pockmarked with pitfalls. Bands can set up their own publishing entities, but they then receive none of the administrative benefits a large firm can provide. Established houses will actively promote their performers' music for use by other artists, on soundtracks and in advertising. Groups that go it alone also forgo the often substantial advances publishing companies offer. (Advances, however, are very often wiped out in the blink of an eye, as creditors come calling and touring costs offset any headway made by a debut album.)

Many artists choose to enter co-publishing deals, as Green Day did. With any luck, a band with some weight to throw around can land a nice advance and still retain the right to veto certain usages of its material. For a Green Day, such a stipulation is imperative; as Cahn says, the trio is not the sort of group that wants to end up in “armpit deodorant commercials.”

Of course, Green Day's handlers are well-aware of their good fortune to be working with a band with so much leverage. To a man, they don't claim any great genius in discovering or grooming the trio. In the wake of this phenomenal success, Cahn's company may now enjoy the benefit of rapidly returned phone calls, but that doesn't guarantee success for every project it takes on.

“You can't make people buy records,” he concedes.
You can, however, put them in the stores and hope to move a few copies. Cahn and Saltzman are about to launch a new venture: their own label. Their start-up, 510 Records, has been named in a direct nod to Reprise's Klein, whose Bay Area-based 415 Records became a force in the music business during the early '80s. Despite this noteworthy display of back-scratching, when it came time to choose a distributor for his new label, Cahn went with MCA — not Klein's company.

“That was difficult,” he admits. “Although we have a really nice relationship [with Klein], there are times when I have to go to bat for my clients.” 510 will debut in a month or so with a release by England's China Drum, to be followed by Bay Area ska-punks the Dance Hall Crashers and, later this summer, the soundtrack to Mall Rats, Kevin Smith's follow-up to the sleeper movie Clerks.

Given such a run of prosperity, Green Day's advisers would seem to have their finger on the pulse of the current pop culture bloodline.

“Maybe the finger is on us,” jokes
Cahn.

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