Dame Dash’s Roc-A-Fella Auction Paused In a Rift Over Rights to Jay-Z’s Debut Album

27 Sep 2024, 19:05 · Rolling Stone

The auction for Dame Dash’s shares of Roc-A-Fella Inc. is currently at a legal stalemate. Last week, the New York Department of Social Services (NYCDSS) filed a motion with U.S. Magistrate Judge Robert W. Lehrburger asking for a pre-motion hearing to assess Roc-A-Fella Inc’s internal records and long-term outlook. The department’s counsel of record, Gerald E. Singleton, claims that Jay-Z and Roc-A-Fella Inc.’s counsel, New York legal firm Quinn Emanuel, have committed “detrimental” actions toward the auction, which Dame Dash’s lawyer Natraj Bhushan claims has at least “five or six” buyers willing to bid over $6 million.

Roc-A-Fella Inc. was co-created in 1996 by Dash, Jay-Z, and Kareem “Biggs” Burke. The entity’s sole asset is Jay-Z’s debut album, Reasonable Doubt, which was independently released (they created Roc-A-Fella LLC in 1997 after signing their joint venture deal with Def Jam). According to documents first obtained by TMZ, Jay-Z’s attorneys filed an official notice in August stating that the Reasonable Doubt rights were set to revert back to Jay in 2031. Singleton says those statements have “[poisoned] the environment for the auction.” Their motion implies that Jay-Z’s attorneys have off-put potential buyers with “widely publicized statements” about the filing. Jay-Z himself hasn’t spoken about termination rights publicly.

Nonetheless, the motion references two documents Jay-Z signed, which NYCDSS feels “precludes” his termination right. His 1995 agreement with Roc-A-Fella Inc. deems Reasonable Doubt a “work made for hire.” And in 2021, during Jay-Z and Dame’s legal wrangling over the latter’s ultimately nixed plan to sell his Roc-A-Fella shares as an NFT, the Brooklyn rapper signed a document stating that Roc-A-Fella Inc. “owns the copyright and all rights, title, and interests in and to my album Reasonable Doubt, including, without limitation, the right to sell, record, reproduce, broadcast, transmit, exhibit, distribute, advertise, and exploit the album.” Rolling Stone reviewed both documents.
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Section 203(a) of the Copyright Act states that work “other than a work made for hire” is subject to termination after 35 years. The NYCDSS motion references the 2021 case Horror Inc. v. Miller to note that with a “work made for hire,” the original creator “has no corresponding termination.” Jay-Z’s lawyer, Alex Spiro, contends that the NYCDSS’s assertions are inaccurate. In his own letter to Judge Lehrburger, Spiro states that “NYC lacks standing to challenge the notice of termination. Moreover, the termination would not become effective until 2031, at the earliest, such that the issue is woefully unripe.”

But Dame Dash’s lawyer Natraj Bhushan, of New York’s Turturro Law, tells Rolling Stone that he disagrees with Spiro’s letter because, from his and Dash’s vantage point, there are “two sets” of potential auction participants: people interested in buying Roc-A-Fella shares as “nostalgia” and others seeking to buy the shares as a long-term asset. For the latter group, Jay-Z’s termination right is critical to their investment in the auction. Bhushan, who discussed the motion’s details with Singleton before its filing, contends that New York City has a right to clarify the termination rights to give potential buyers a “full understanding of what they’re bidding on” and ensure the highest possible bids. According to Bhushan, some buyers are “not willing to move forward until they get some answers.“ Spiro didn’t respond to Rolling Stone’s request for comment (he’s currently representing recently indicted New York City Mayor Eric Adams).

The auction for Dash’s Roc-A-Fella shares, ordered by a New York judge to settle his immense financial debt, was at one point scheduled for Aug. 29th. But Bhushan believes that it’s been delayed indefinitely to resolve the issues raised in NYCDSS’s motion.

Along with the confusion over Jay-Z’s termination notice, there’s contention over Roc-A-Fella Inc.’s financial records. The motion says that Roc Nation LLC — a different entity than Roc-A-Fella Inc. — was served with an administrative subpoena for Reasonable Doubt royalty information that has yet to yield results. The motion claims that Roc Nation LLC “controls all exploitation of copyright rights” and requested a 30-day extension to retrieve relevant records, then “asserted frivolous objections and alleged that it has no such records.” Spiro’s letter says that Roc-A-Fella LLC objected to the city’s subpoena after being denied the extension. “To the extent NYC seeks to challenge Roc Nation’s response, NYC must do so in the child-support cases for which it served the subpoena,” he stated. The letter also notes that “NYC has never requested any information from Roc-A-Fella, Inc., formally or otherwise.”
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Bhushan says that Roc-A-Fella Inc. is represented by the firm Quinn Emanuel, who also acts as Jay-Z’s representation (“We never voted on whether they should be the attorneys for the board, they just…whatever Jay-Z wants to do, he does,” Bhushan laments). In Bhushan’s eyes, Jay-Z is trying to “take aim” at Dash to get his one-third share “on the cheap.” And he also believes the rapper “doesn’t want anyone showing up to the auction.” He adds, “[Jay-Z] is intimately aware that there are many people that he may or may not like that are interested in purchasing this interest, and that would become a seat at the board, and I think that’s why they’re going to continue to do what they have to do to make sure no one shows up or that no one can see the financials.”

Since the auction process began, there’s been speculation about who would purchase Dash’s shares in the revered brand. Throughout the process, Dash has sought to influence the purchase, recently offering an original Roc-A-Fella chain to anyone who purchases the shares for over $10 million. In February, Cam’ron and Mase sparked headlines by joking about “hypothetically” purchasing the shares from Dash.

Bhushan tells me that he knows of “five or six” entities willing to pay upwards of $6 million in an auction. Elsewhere in the conversation, while discussing the constraints that the delay places on international buyers, he referenced a mystery “buyer from Canada,” adding, “I think you know who I’m referring to.” A week ago, Dash revealed that Toronto artist Drake DM’ed him on Instagram and sought to purchase his shares from him. A representative for Drake did not respond to Rolling Stone’s request for comment.

When asked Bhushan if this “Canadian buyer” was “seriously interested” in purchasing the shares, he stated, “If you offer a certain sum of money for the interest and you’re doing it against this background where you’re not even sure what you’re getting, you don’t know what it makes, you haven’t seen any financials, you don’t really care whether it’s 10 years or 50 years of what’s left in terms of royalties, you just want to be a part of the game—I would consider that to be serious interest.”

Drake recently purchased a ring once owned by rapper-actor Tupac Shakur for $1 million. And in January 2023, he revealed his purchase of producer Pharrell’s chains, valued at over $2 million.

In April, lawyer Christopher Brown of Boston’s Brown & Rosen LLC, who controls the judgment process, told us that “[Dame’s] shares have actually been assigned to United States Marshal, [at] my request. So, he actually doesn’t have anything to sell. He’s not even in possession of this stock.” Bhushan contends that while it’s technically true that Brown controls a stock certificate given to him by the U.S. Marshals, it’s a mere “symbol of your ownership.” He adds, “It’s true that we can’t sell, but [Brown’s assertion is] a legal fiction…We can sell, [but] it’s subject to making sure that any judgments or liens, which are still being ascertained, [are] satisfied. So it’s one of these cooperative sales or nothing.” Over e-mail, Brown expresses otherwise: “I don’t need Dash to sell anything. There is no cooperation with Dash or his lawyer on this sale. They are spectators along for the ride. They have no say, and Dash owes millions in child support, taxes, and judgments.“

Brown also references the latest suit he filed against Dash and his fiancé Racquel Horn for “fraudulent conveyance,” accusing the two of “commingling funds” from Dash’s Poppington LLC to The Dame Dash Group LLC in order to avoid paying a $300,000 judgment to author Edwyna Brooks. Rolling Stone reviewed the suit, which adds to the tally of people seeking judgments from the eventual sale.

The Roc-A-Fella Inc. sale likely won’t happen until certain aspects of the corporation are clarified. Bhushan says he’s “fairly certain that when the court holds the next conference, they’re going to admonish everybody and make sure that everyone’s playing fair and things are transparent. So we expect financials and things to be turned over to the city.”

Dame Dash’s Roc-A-Fella Auction Paused In a Rift Over Rights to Jay-Z’s Debut Album

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