An Inside Look at Michael Jackson's New Kingdom

In an exclusive five part series on http://www.thewrap.com/, Journalist Johnnie L. Roberts explores the tangled web of Michael Jackson’s finances and the super lawyer who currently rules his estate. Here is a sneak peek at this revealing report:

John Branca has never embraced the limelight. But in a months-long investigation by this reporter, comprising of secret documents and two dozen interviews, including a lengthy taped interview with Branca himself, The Wrap reveals the complicated relationship between the singer and the lawyer that Jackson would hire for the last time within a week of his death. In that short final tenure, Branca was left permanently in charge of one of the most important music legacies of our time. Branca's roller-coaster relationship with Jackson unfolds over 30 years of hiring and refiring. It is punctuated by moments of brilliance, such as when the lawyer orchestrated Jackson's purchase of the Beatles' song catalogue, ATV Music, perhaps the most important deal of Jackson's life. But some might conclude that Branca is no hero at all. A deal in 2003 to sell Jackson's interests in the Beatles and Mijac catalogues to the investment bank Goldman Sachs may lead some to question Branca's role in Jackson's business affairs. Either way, his importance in the constellation of Michael Jackson's firmament cannot be dismissed.

The release of Jackson's first posthumous album in December comes on the heels of record-setting income of $275 million in the year since Jackson died. According to Forbes magazine, the sum topped the year's list of entertainer's posthumous earnings. This summer, however, Branca became preoccupied with Jackson's massive $300 million bank debt, due this month, against the estate's crown jewel -- one-half interest in Sony/ATV Music Publishing that comes due next month. At the core of Sony/ATV's enviable collection of rights to songs such by artist such as Elvis, Bob Dylan and Emimen, is the Beatles song catalog, a 20th century musical treasure that Branca once famously arranged for Jackson to own outright. Today, Sony/ATV, which Sony Corp. co-owns, is worth at least $1.6 billion, a valuation substantially attributable to the Beatles. The due date for the mammoth loan loomed this month, and missing it might have meant a loosening of the estate's grip on its half of Sony/ATV. But Branca beat the clock by months, arranging to refinance the loan in September through the Swiss financial services giant, UBS. Branca had a previous encounter with the songs and the debt.

From 2003 to 2004, virtually the identical financial crisis -- almost $300 million of debt, with the songs at stake -- was met with a momentous initiative by a powerful cast of financial players that included Wall Street-savvy Goldman Sachs, veteran music entrepreneur Charles Koppelman and a Florida entrepreneur dogged by mob suspicions, Alvin Malnik. A cache of confidential documents from the seven-year-old episode -- a copy of which was provided to this reporter by a member of the group -- reveals an intriguing inside look at this momentous effort, which long has been an object of media fascination and Internet-based conspiracy theorists. The documents range from trust materials and loan records, to papers bearing on facets of Jackson's dealings with Sony, where his music career was anchored. As best can be determined, few, if any, outsiders have had access to the nearly 300-page paper trail. Coupled with some two dozen interviews, the materials help paint a panoramic picture of Jackson's precarious financial status. They also offer a sharper portrait of the complex relationship between Jackson and Branca. In the documents, Goldman's master financial alchemists began proposing a venture to position Jackson as "the Bill Gates of the music industry" and described how not only the $300 million debt might be whittled, but also detailed how the beleaguered legend could walk away with perhaps $1.3 billion -- with the Wall Street firm exiting even richer.

But only if he would sell his interest not only in Sony/ATV but in Mijac, the catalogue of Jackson's own hits. According to the secret documents, Goldman was even poised to "drag" Jackson along into a deal to sell them. As the proposal evolved, its fundamental flaw -- that Jackson would forfeit the rights to his songs -- remained clearly apparent to Branca. More than anyone, Branca knew that owning the songs was one of Jackson's great passions and that the singer worried greatly about them slipping from his grasp. So why, then, had Branca worked so hard, as the secret files to indicate, for an outcome most feared by his client? According to entrepreneur Malnik, Branca stood to collect $17 million from the Goldman dealings for the 5 percent that he owned in Jackson's stake in the Beatles catalog.

In a July 2003 missive on his firm's letterhead, Branca essentially put Goldman on notice that it ultimately must ensure Jackson's ongoing obligation -- including "direct payment of this firm's 5%" -- if the proposal progressed. Alas, the Goldman proposal, more than a year in the making, got no further than the paper on which it was written. Rather, it was scuttled by Jackson against a backdrop of behind-the-scenes hijinks that seemed to mirror his final, sad decade, which roiled with scandals, a criminal trial, epic debt and an ever-rotating inner circle.In a statement, Goldman Sachs confirmed its role, noting that its private equity arm was involved. "Several years ago, GS Capital Partners engaged with Mr. Jackson's advisers when they were trying to generate liquidity under difficult circumstances," Goldman said. "At the time, we were broadly interested in acquiring music publishing assets, and this was one of many deals we looked at."

The bank, which wouldn't comment specifically on its intent to "drag" Jackson into a transaction, concluded: "We ultimately decided not to pursue the acquisition of these assets." As for Branca, by the time the deal collapsed, the super-lawyer had been fired. It was not the first time.

Jackson repeatedly fired Branca, whose firm Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman, Cook, Johnson, Lande & Wolf is one of the entertainment industry's most powerful. Indeed, in June 2009, within a week of Jackson's death, Branca returned to the fold after a three-year break up. Six days after Jackson's drug-fueled death -- and having spoken to him only once in three years -- Branca, along with longtime Jackson family friend John McClain, emerged as co-executor of the tragic icon's extraordinary estate.