In early June, music lawyer and manager Binta Brown received a text message from her friend and Full Stop Management founder Jeffrey Azoff. Outrage over the police killings of George Floyd and other unarmed Black Americans was erupting across the nation, and Azoff wanted to know if Brown was interested in joining a group of executives he was on a call with — music lawyer Doug Davis, Columbia Records’ Shawn Holiday and Full Stop’s Damien Smith — as they figured out what they could do to fight for racial justice following the industrywide #TheShowMustBePaused initiative on June 2. Her answer was immediate: “ ‘Yes, I want to be part of the discussion,’ ” Brown recalls saying. “ ‘Let’s make our industry better.’ ”
Over the next week, the conversation grew into what Brown describes as a much-needed forum for Black creatives and executives to share their struggles. Brown has worked in a number of industries: as a corporate lawyer for top firms like Cravath Swaine & Moore and Kirkland & Ellis, as an adviser to the Obama administration on criminal justice issues and most recently as a manager at Chance the Rapper’s Nice Work label; in a late July email to friends and colleagues, she announced that she is leaving the company for an as-yet-undisclosed role at a label to begin in early 2021. Yet those stories were unlike anything she had encountered in her career. “It was the first time where I felt like I didn’t have to hide a substantial portion of who I am as a Black woman,” she says.
From those conversations, Brown and over 30 other preeminent artist managers, attorneys, business managers, agents and other professionals decided to form the Black Music Action Coalition, which officially announced its launch on June 22. In collaboration with CEOs and senior management from the industry’s biggest companies — including Universal Music Group, BMG, YouTube and Apple — the organization aims to dismantle deeply rooted systemic racism in the music industry.
Brown is one of BMAC’s co-chairs, though it’s not the first time she has been in a position to make meaningful change in the music business. She says that in late 2019 and early 2020, she was in close talks with former Recording Academy president/CEO Deborah Dugan to become the academy’s in-house general counsel. “She wanted to use my skill set as somebody who had been a successful corporate governance expert to bring the Recording Academy forward,” says Brown. The job would have been a major change at the academy — but it never materialized. Just over a week before the 2020 Grammy Awards, the academy placed Dugan on administrative leave over what it said were “serious concerns” and claims of workplace bullying. In response, Dugan filed an Equal Employment Opportunity Commission complaint alleging sexual harassment and financial impropriety. In March, the academy terminated Dugan’s employment without any settlement payout, a decision her attorneys called “despicable” in a statement that vowed to hold the academy “accountable under the law.”
“Every single thing that has been said about Deb Dugan by the Recording Academy could not be more wrong,” says Brown. “The wrongness of what they’ve said is what compels me to be suspicious about the stuff that they’re defending themselves against. I saw the care that [Dugan] was taking. She wasn’t trying to force anything on anybody.”
Here, publicly for the first time, Brown discusses how she would have modernized the Recording Academy — and how BMAC plans to make real, lasting change going forward.
Many people in the business didn’t realize you were in talks with the academy. Why were you hesitant to share that until now?
I was scared by some of the people who are very powerful in the Recording Academy. I didn’t want them to interfere with my career. I am aware that I’m a Black woman and these are really powerful people who want to remain in power.
What preparations had you made to take the general counsel role?
I reactivated my bar membership in New York since I was technically a retired lawyer for most of the last five years. I read the bylaws for the Recording Academy, and I was like, “Wow, this doesn’t measure up to what we consider to be good governance.” [It appears from the bylaws] the executive committee is accountable solely to itself [and] is allowed to investigate itself. The bylaws also [don’t appear to explicitly forbid] the executive committee to take unilateral, unchecked control of the day-to-day operations of the Recording Academy. That is extremely unusual. Day-to-day administration and operations should be the purview of the president/CEO.
I have served on fifteen different boards over the past twenty years. Not once during that period have I seen any executive committee of any board get involved in operations the way the [executive committee of the academy] did. I’ve been on boards that have had to remove CEOs, however [with] no board on which I’ve served or have advised have I seen the Board micromanage a sitting president/CEO.
I started looking at it through the lens of [being] a trustee of the American Theatre Wing, which [created] the Tony Awards. I think about how clear we are, how we have removed every trace of a conflict in terms of how productions and artists are nominated. When I started looking at the Recording Academy, I was like, “Maybe people aren’t being corrupt, but the possibility for corruption because of the way this is structured is rife.”
The academy didn’t comment for this story, but I imagine they would dispute that characterization of the bylaws, no?
As a general matter, it is worth pointing out that there is often times a distinction between what may be intended by language, how that language is interpreted, and what actually happens in practice — in other words how the language is or isn’t applied, and whether or not the express language of the bylaws permits those practices. Further, reasonable people can and do frequently disagree about what words mean. Where there are disagreements, and in instances where skilled professionals can reach different conclusions, doesn’t it make sense to further tighten and refine language such that there is no possibility of exploiting ambiguity? And to be absolutely certain that conflicts of interest, self dealing and self regulation do not undermine the ability of an organization to fulfill its public purposes and mission, not to mention its broader obligations to society? This is what corporate governance experts in general push organizations to do: to rid all ambiguity such that the absolute best practices and standards are in place for running organizations.
In the case of the Recording Academy’s bylaws, which are the only publicly available governing documents I found [off their website], there is plenty of ambiguity that made me uncomfortable as a professional and makes me uncomfortable as a member of the Recording Academy, which I rely upon to advance the cause of music, artists and recording professionals in the music business. The Recording Academy should make [the organization’s] charters available. In the absence of seeing them, I can’t really have a view on them or comment on what they say or how they are applied.
One of Dugan’s main criticisms of the academy was how much the nonprofit was paying for legal work. Would hiring an in-house counsel have saved the organization money?
When you look at what some of these law firms were earning, it’s like, “Whoa!” I was just beginning to talk to them about what I thought I should be paid and the amount of money that they were offering me versus what they’ve paid in legal fees. There would have been substantial savings for them. [According to tax filings reviewed by Billboard, the academy paid over $7.1 million and $2.6 million to law firms in 2017 and 2018, respectively. Brown says her compensation would have been in the mid- to high six figures.]
How will BMAC serve the music industry?
There are fundamental problems in the music model. I understand that fixing the model is scary to some people because it’s what they’ve known and generated wealth from. But it’s problematic when you have a major artist who generated value for rights holders and their descendants today are living on welfare or in poverty and don’t have access to vital services. A concern of ours is when an artist loses his or her life prematurely, there [should] be a vehicle that can help take care of their families.
Another big problem I see is a lack of transparency in deal-making. Some people will say, “We need to be opaque so that we can be competitive,” but it just works for one side. I’d like to think that if I spent three years of my life working on a project, I would have some equity stake in it. I literally saw an executive say to an artist, “Oh, we own you now. You’re ours.” That should not ever come out of anybody’s mouth. If your approach is “Now [I] own this person,” check yourself, because that’s actually called slavery.
What is BMAC’s relationship with #TheShowMustBePaused?
Brianna [Agyemang] and Jamila [Thomas], who are partners of ours, really inspired the whole movement. They’re heroes and should be heralded as such. We’re working very closely to make sure it’s a united front because one of the things we can’t allow is for us to become divided. We also know that we can help amplify all of their efforts because we have the artists, songwriters and producers and their fan bases, whereas they’re very industry-oriented.
Do you envision BMAC sticking around for the long term?
We’re going to keep the conversation going for as long as it’s necessary. Even when it’s no longer necessary for us to have the acute conversation that we’re having, we have an obligation going forward to make sure we remember so we can be better and never ever have the injustices that have been perpetrated. BMAC will be around for a while. We have an extraordinary amount of work to do.