Northern Songs

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Northern Songs Ltd
Former type Limited
Industry Music publishing
Genre Pop, rock
Fate Dissolved
Successors Sony/ATV Music Publishing
Founded Liverpool, England, 1963 (1963)
Founders John Lennon, Paul McCartney, Brian Epstein, Dick James and Charles Silver
Defunct 20 May 1995 (1995-05-20)
Products See Category:Songs published by Northern Songs

Northern Songs was a limited company founded in 1963, by music publisher Dick James, Brian Epstein, John Lennon and Paul McCartney, to publish songs written by Lennon and McCartney, as well as songs written by George Harrison and Ringo Starr, who were all members of the Beatles. Their producer, George Martin, was offered a stake in the company but turned it down, as he believed that his position at EMI made it a potential conflict of interest. In 1965, it was decided to make Northern Songs a public company, to save on capital gains tax.

After Epstein died in 1967, Lennon and McCartney sought to renegotiate their publishing deal with James, but early in 1969 James and his partner sold their shares in Northern Songs to Britain's Associated Television (ATV), giving no warning to the four Beatles and their record company, Apple Corps. Lennon and McCartney attempted to gain ownership of the publishing rights, but their bid to gain control failed, as the financial power of Lew Grade ensured that Northern Songs passed into the control of ATV. Allen Klein (then de facto Beatles' manager) attempted to set up a deal for Apple Corps to buy out ATV, but this also failed.

McCartney once informed Michael Jackson about the financial value of music publishing, as Jackson had enquired about the process of acquiring songs and how songs were used. According to McCartney, Jackson then said, "I'm going to get yours [Beatles' songs]".[1] Northern Songs was later purchased by Jackson, although both McCartney and Yoko Ono, Lennon's widow, were notified of the sale, but did not bid themselves. Jackson later merged his published catalogue with Sony Corporation of America's to form Sony/ATV Music Publishing. Northern Songs was dissolved in 1995 after the merger, and is now a part of Sony/ATV Music Publishing.

Early history and foundation[edit]

As EMI's Ardmore & Beechwood publishing company had done almost nothing to promote "Love Me Do", Martin advised Epstein to find a good publisher, telling him about three publishers who, in Martin's opinion, would be fair and honest, which led Epstein to James.[2] Epstein turned up at James' office with an acetate of "Please Please Me", but was reluctant to let James publish it without any proof of his publishing power.[2] James immediately picked up the phone and called Philip Jones, the producer of the prestigious TV show, Thank Your Lucky Stars, playing him the acetate over the phone, and saying the song was "a guaranteed future hit". Jones agreed, and promised a spot on the show. Epstein, suitably amazed at the speed of the booking, decided that James was a man he could trust.[3]

On 22 February 1963,[4] James suggested to Epstein that forming a company with Lennon, McCartney and Epstein would accrue more money in the long run.[5] Lennon and McCartney thought they would own the whole company, but were given 20 shares each, Epstein 10 shares, and James and his partner, Charles Silver, 50.[6] The company's shares were to be owned for a period of 10 years, which controlled the copyrights of 56 songs, and stipulated that a minimum of six new songs by Lennon and McCartney were to be written each year.[7] Another company, Maclen Music--which published Lennon and McCartney's music in the US[6]--was also controlled by Northern Songs.[7] Both Northern Songs and Maclen Music were administered by Dick James Music.[8] Northern Songs also published Harrison's early compositions, as well as Starr's.[9]

McCartney later explained that they signed all the contracts Epstein presented to them without reading them first, with Lennon adding, "We had complete faith in him [Epstein] when he was running us. To us, he was the expert".[10] James offered producer Martin shares as well, but he turned them down, saying it might well be unethical as he worked for EMI.[6] The monies gathered by Northern Songs were channelled into a second company, Lenmac Enterprises; owned by Lennon and McCartney (40% each) and NEMS (North End Music Stores) 20%. The company would collect profits from the UK only.[6]

During 1965 it was decided to make Northern Songs a public company to save on capital gains tax. 1,250,000 shares were traded on the London Stock Exchange,[11] which were worth 17 pence each ($0.28), but were offered at 66 pence ($1.09) each.[7] Although the trade was scoffed at by various financial institutions, it was expected that the application lists would not remain open for more than 60 seconds,[12] which is exactly what happened, as the lists were oversubscribed.[13] After the offer was closed, Lennon and McCartney owned 15% each, worth £195,200 ($320,000), NEMS a 7.5% interest,[14] and James and Silver (who served as Northern Songs' chairmen), controlling 37.5%, with Harrison and Starr sharing 1.6%. The remaining shares were owned by various financial institutions.[7] At the same time, Lennon and McCartney renewed their previous three-year publishing contracts,[15] binding them to Northern Songs until 1973.[16] Harrison also signed with the company in 1965, for a period of three years.[17][18] To protect his interests, James took out a life insurance policy of £500,000 on Lennon and McCartney.[11] By the summer of 1966, 88 songs by Lennon and McCartney had been recorded and released, amounting to 2,900 versions by different artists.[19]

Harrison founded his own publishing company, Mornyork Ltd. in September 1964, and had its name changed to Harrisongs by December of that year.[20] Sing Song Ltd. was used for a brief time, and Ringo Starr formed a publishing company called Startling Music.[21] Harrison wrote "Only a Northern Song", which was to appear on the album Sgt. Pepper's Lonely Hearts Club Band.[22] The lyrics express his disappointment with his publishing contract and with the company's handling of his songs.[23] The song was left off the album, but later appeared in the 1968 film Yellow Submarine and its soundtrack.[24]

First sale[edit]

After Epstein's death on 27 August 1967, Lennon and McCartney sought to renegotiate their publishing deal with James. In 1968 they invited James for a meeting at Apple Records; filming the encounter and acting brusquely towards him. As a result, already-cool relations between James and the individual Beatles became even cooler.[25] Early in 1969, James and Silver abruptly sold their shares in Northern Songs to ATV Music for £1,525,000,[7] giving the four Beatles no notice or the chance to buy them out.[26] Lennon learned of the sale from a morning newspaper during his honeymoon with Yoko Ono, and immediately called McCartney.[26] Lennon and McCartney attempted to gain ownership of the publishing rights,[26] but their bid to gain control, part of a long and acrimonious fight, ultimately failed.[27] The financial power of Lew Grade, their adversary in the bidding war, ensured that the music written by the two Beatles passed into the control of ATV Music.[26] Lennon and McCartney were offered £9,000,000 by ATV for their remaining shares on 5 April 1969, but turned down the offer.[28]

Klein then attempted to set up a deal for Apple Corps to buy ATV out, which was stopped by attorney John Eastman--Linda McCartney's brother, and son of McCartney's future business manager, Lee Eastman--who sent a letter to ATV informing them that Klein was not authorised to act on Apple's behalf. Although technically true, Klein was the de facto manager for Lennon, Harrison and Starr, and also had McCartney's verbal go-ahead for the deal. ATV backed out rather than risk being pulled into litigation.[9] Next, a block of investors who owned a small, but crucial, percentage of shares were lobbied by both sides to either sell out or cooperate to take control of Northern Songs. Unfortunately, during negotiations, Lennon expressed his absolute disdain for businessmen, saying, "I'm sick to death of being fucked about by men in suits sitting on their fat arses in the City!", which immediately pushed any offended investors to ATV's side.[9]

Under their publishing contract with Northern Songs, Lennon and McCartney were legally bound to continue their songwriting until 1973. The solution, if they could not gain control, was to sell out to ATV while still receiving the writer's royalties from their published songs. Lennon and McCartney sold their stock (Lennon's 644,000 shares and McCartney's 751,000) in October 1969,[29] for £3.5 million.[28] Starr chose to keep his shares (0.8%),[30] but Harrison had already sold his shares (also 0.8%) in June 1969, saying, "and paid the capital gains tax",[31] referring to his song, "Taxman".[32]

After 1980: Offered to McCartney, acquired by Michael Jackson[edit]

In 1981, with Yoko Ono, McCartney attempted to make a joint purchase of the ATV music catalogue.[33] At a 1990 press conference, McCartney stated, "I was offered the songs to buy for 20 million pounds",[34] but did not want to be perceived as being "grabby" for "owning John Lennon's bit of the songs".[35][36] So he asked Ono if she would make a joint purchase with him, sharing the cost equally.[35][36] According to McCartney, Ono thought they could buy it for half the price being offered and he agreed to see what could be done about that.[35] McCartney then let the deal fall through when they were not able to make a joint acquisition.[33][35][36]

During their collaboration on the song, "Say, Say, Say", McCartney informed Jackson about the financial value of music publishing.[37] According to McCartney, this was his response to Jackson asking him for business advice.[1] McCartney showed Jackson a thick booklet displaying all the song and publishing rights he owned,[37] from which he was then reportedly earning £24.4 million from songs by other artists.[36] Jackson became quite interested and enquired about the process of acquiring songs and how the songs were used.[37] According to McCartney, Jackson said, "I'm going to get yours [Beatles' songs]", which McCartney thought was a joke, replying, "Ho ho, you, you're good".[1]

In 1982, Robert Holmes à Court acquired Associated Communications Corporation,[38] the holding company of ATV Music and put ATV Music up for sale in 1984.[36][37] According to Bert Reuter, who negotiated the sale for Holmes à Court, "We had given Paul McCartney first right of refusal but Paul didn't want it at that time".[39] Jackson's attorney, John Branca, reportedly contacted an attorney for McCartney who said that McCartney would not be bidding for the catalogue because he thought it was "too pricey".[36] Likewise, Ono was also contacted but did not enter the bidding.[36]

In June 1985, Jackson and Branca learned that Charles Koppelman's and Marty Bandier's The Entertainment Co. had made a tentative agreement with Holmes à Court to buy the catalogue for £30,500,000, but in early August, Holmes à Court's team contacted Jackson again, with both sides making concessions.[37] These included Holmes à Court adding more assets and agreeing to establish a scholarship at a United States university in Jackson's name. Although Koppelman/Bandier offered a higher bid, Jackson's bid of £24,400,000,[7] was accepted because he could close the deal quickly, having completed due diligence of ATV Music prior to any formal agreement. The deal was signed on 10 August 1985.[37] After the acquisition, Jackson and McCartney appeared together in a photograph, reportedly to dispel rumours about their falling-out over Jackson's ownership of the Beatles' songs.[36]

In a July 2009 interview on the Late Show with David Letterman, McCartney spoke about his reaction to Jackson's purchase of the ATV music catalogue:

Which was, you know, that was cool – somebody had to get it, I suppose. What happened actually was then I started to ring him up. I thought, here's the guy historically placed to give Lennon–McCartney a good deal at last, 'cos we got signed when we were 21 or something in a back alley in Liverpool. And the deal, it's remained the same, even though we made this company the most famous – hugely successful. So I kept thinking, it was time for a raise ... I did talk to him about it, but he kind of blanked me on it. He kept saying, 'That's just business, Paul.' You know. So, I thought, 'Yeah, it is,' and waited for a reply, but we never kind of got to it ... It was no big bust-up. We kind of drifted apart after that".[1]

1995–2014: Sony merger, McCartney acquires EMI songs[edit]

In 1995, Jackson merged his catalogue with Sony Music's publishing for a reported £59,052,000, establishing Sony/ATV Music Publishing, in which he retained half-ownership.[40] As a company, Northern Songs was dissolved in 1995.[41] In April 2006 a package was proposed whereby Jackson would borrow £186,480,000, and reduce the interest rate payable on a loan he had, while giving Sony the future option to buy half of Jackson's stake in their jointly-owned publishing company, leaving Jackson with a 25% stake.[40] Jackson agreed to a Sony-backed refinancing deal, although the finalised details were not made public.[42]

McCartney's MPL Communications later succeeded in acquiring the publishing rights to "Love Me Do" and "P.S. I Love You", from EMI, which had been published by Ardmore and Beechwood.[43] Since the sale to Jackson, the songs "Help!" and "Revolution" were used as music in advertisements featuring cars and trainers.[44]

References[edit]

  1. ^ a b c d "McCartney talks about Jackson acquiring Beatles' songs". Late Show with David Letterman. 7 July 2009.
  2. ^ a b Spitz 2005, p. 364.
  3. ^ Spitz 2005, p. 365.
  4. ^ Shepherd & Horn 2003, p. 589.
  5. ^ Cross 2005, p. 86.
  6. ^ a b c d Cross 2005, p. 87.
  7. ^ a b c d e f Shepherd & Horn 2003, p. 590.
  8. ^ McCabe & Schonfeld 1984, p. 90.
  9. ^ a b c Cross 2005, p. 278.
  10. ^ Miles 1997, p. 146.
  11. ^ a b Cross 2005, p. 145.
  12. ^ "A Quotation For The Beatles". The Glasgow Herald. 18 February 1965. p. 1. 
  13. ^ "Beatles' Stock All Gone 60 Seconds After Offers". The Altus Times-Democrat. 18 February 1965. p. 11. 
  14. ^ "Two Beatles Move Into Money Class". Prescott Evening Courier. 12 February 1965. p. 3. 
  15. ^ Wiener 1987, p. 32.
  16. ^ Wiener 1994, p. 11.
  17. ^ Wiener 1994, p. 40.
  18. ^ "Harrison to North. Songs". Billboard. 20 March 1965. p. 18. 
  19. ^ Spitz 2005, p. 595.
  20. ^ Loker, B. (2009). History With The Beatles. p. 173. ISBN 1-60844-039-7. 
  21. ^ Cross 2005, p. 279.
  22. ^ MacDonald 2005, pp. 236-237.
  23. ^ Cross 2005, p. 146.
  24. ^ Cross 2005, p. 520.
  25. ^ Cross 2005, p. 276.
  26. ^ a b c d Guest 2006, p. 8.
  27. ^ "Allen Klein Obituary". Telegraph Media Group. 5 July 2009. Retrieved 18 July 2011. 
  28. ^ a b Cross 2005, p. 277.
  29. ^ Spitz 2005, p. 821.
  30. ^ Cross 2005, p. 293.
  31. ^ Palmer, Raymond (10 April 1969). "How Apple turned sour". The Age. p. 6. 
  32. ^ MacDonald 2005, p. 200.
  33. ^ a b Sullivan, James (11 November 2009). "Twisted Tales: Paul McCartney's Financial Advice to Michael Jackson Backfires". Spinner Canada. 
  34. ^ "Pacific Exchange Rate Service: Foreign Currency Units per 1 U.S. Dollar, 1948–2009". The University of British Columbia Sauder School of Business Pacific Exchange Rate Service. Sauder School of Business, University of British Columbia. Retrieved 18 July 2011. 
  35. ^ a b c d "Paul McCartney refused an offer to buy the ATV Catalog for £20 million". Audio clip & transcript of McCartney discussing the ATV offer at a 1990 press conference. 13 November 2010. Retrieved 18 July 2011. 
  36. ^ a b c d e f g h Doyle, Jack (7 July 2009). "Michael & McCartney, 1990s-2009". The Pop History Dig. 
  37. ^ a b c d e f Hilburn, Robert (22 September 1985). "The long and winding road". Los Angeles Times. 
  38. ^ "Holmes à Court, Michael Robert Hamilton (1937–1990)". Australian Dictionary of Biography Online Edition. Melbourne University Publishing, The Australian National University. Retrieved 18 July 2011. 
  39. ^ "Michael Jackson: coverage of the sale of ATV Music". Today Tonight. 25 June 2009.
  40. ^ a b Leeds, Jeff; Sorkin, Andrew Ross (13 April 2006). "Michael Jackson Bailout Said to Be Close". New York Times. Retrieved 18 July 2011. 
  41. ^ Perry, Rupert. Northern Songs: The True Story of the Beatles Song Publishing Empire. Kindle Edition. p. 203. Retrieved 19 July 2011. 
  42. ^ "Jackson strikes deal over loans". BBC News. 14 April 2006. Retrieved 18 July 2011. 
  43. ^ Miles 1997, p. 37.
  44. ^ Riley 2002, p. 9.

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