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SUPERIOR COURT OF THE STATE OF CALIFORNIA

1

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FOR THE COUNTY OF LOS ANGELES

2
3
9

DEPARTMENT N0. 51

5

WADE ROBSON,

HON. MITCHELL L. BECKLOFF, JUDGE
)

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PLAINTIFF,

6

.

8

SUPERIOR COURT
N0. BC508502

VS.

7

DOE 1 ET AL.,

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DEFENDANT.

9
10
11

13
14

FOR WADE ROBSON:

20

22
23

KINSELLA WEITZMAN ISER KUMP &
ALDISERT LLP
BY: HOWARD WEITZMAN
JONATHAN P. STEINSAPIR
HOFFMAN, SABBAN & WATENMAKER, P.C.
BY: JERYLL S. COHEN

REPORTER:

25
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EXHIBIT A

LA SHAUN THOMAS
CSR N0. 8423

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FOR THE DEFENDANT:

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GRADSTEIN AND MARZANO
BY: MARYANN R. MARZANO

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OCTOBER 1, 2019

APPEARANCES:

18

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REPORTER'S TRANSCRIPT OF PROCEEDINGS

15

17

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1

CASE NUMBER:

BC508502

2

CASE NAME:

WADE ROBSON VS. DOE 1 ET AL.

3

LOS ANGELES, CALIFORNIA

WEDNESDAY, OCTOBER 1, 2014

4

DEPARTMENT N0. 51

HON. MITCHELL L. BECKLOFF, JUDGE

5

REPORTER:

LA SHAUN THOMAS, CSR N0. 8423

6

APPEARANCES:

1

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7

FOR PLAINTIFF, WADE ROBSON,

8

MARYANN R. MARZANO, ESQ.;

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9

FOR PETITIONER HOWARD WEITZMAN,

10

ESQ., JONATHAN P. STEINSAPIR,

11

ESQ. AND JERYLL S. COHEN, ESQ.

13
14

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12

THE COURT:

OKAY, NOW THE JACKSON MATTER.

15

MARZANO AND MATTHEW SLATER OF GRADSTEIN AND MARZANO ON

16'

BEHALF OF PLAINTIFF, WADE ROBSON.

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THAP~K YOU VERY MUCH.

17

THE COURT:

18

MR. WEITZMAN:

GOOD MORNING, YOUR HONOR.

WEITZMAN ON BEHALF OF THE EXECUTORS OF THE ESTATE OF MICHAEL

20

JACKSON.
MS. COHEN:

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21

GOOD MORNING, YOUR HONOR.

OF HOFFMAtJ, SABBAN, AND WATENMAKER ON BEHALF OF THE

23

EXECUTORS OF THE ESTATE OF MICHAEL JACKSON.
MR. STEINSAPIR:

JONATHAN STEINSAPIR OF KINSELLA

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29
25

WEITZMAN, EXECUTORS FOR THE ESTATE AND FOR M.J.J.

26

PRODUCTIONS AND M.J.J. VED]TURES.

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JERYLL S. COHEN

22

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HOWARD

19

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MARYANN

GOOD MORNING, YOUR HONOR.

MS. MARZANO:

27
.~:-•
28

THE COURT:

THANK YOU VERY MUCH.

MR. WEITZMAN DID YOU WANT US l0 GET YOU A CHAIR?

1

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2

W
T

3
4

SAY THAT.

5

THE PERPETRATOR AND THE CORPORATE DEFENDANTS, THAT COMES

6

FROM THEIR COMPLAINT WHERE THEY SAY THE PERPETRATOR IS AN

7

ALTER EGO, AN AIDER AND ABETTOR, A CO-CONSPIRATOR.

8

REAL PROBLEM HERE IS THERE IS NO REAL CAUSE OF ACTION

BUT AS FAR AS THE COMMENT THAT WE ARE COLLAPSING

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9

AND THE

AGAINST THE CORPORATE DEFENDER FOR NEGLIGENT HIRING OR
WE ARE NOT ON NOTICE OF WHAT WE

10

NEGLIGENT SUPERVISION.

11

ALLEGEDLY DID WRONG.

12

THESE CORPORATIONS, THESE SOLELY OWNED CORPORATIONS, COULD

13

NOT CONTROL THE PERPETRATOR HERE.

14'

A SITUATION?

15

SOLELY OWNED CORPORATION.

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16

ULTIMATELY UNDER THE FACTS ALLEGED,

DO I THINK THERE IS NEVER

I DON'T KNOW BECAUSE I HAVE NOT SEEN EVERY

THE COURT:

SO DO YOU THINK TO SOME EXTENT THAT WE ARE

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17

COLLAPSING -- YOU KNOW YOU HAVE THIS AUTHORITY THAT SAYS

18

340.1 DID NOT CREATE A NEW LEGAL LIABILITY THEORY.

19

THERE IS AN ARGUMENT ABOUT (B)2 AND (B)3 ABOUT NEGLIGENCE OR

20

INTENTIONAL ACTS.

AND

AND YOU MAKE AN ARGUMENT ABOUT SORT OF

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21

THE GENERALIZED CONCLUSION OF THAT THERE WAS A DUTY AND

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22

BREACH AND DAMAGE.

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23

CAUSE OF ACTION INTO THE STATUTE OF LIMITATIONS?

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24

MR. STEINSAPIR:

I THINK THE SECOND

AND I THINK THAT THERE

25

AMENDMENT COMPLAINT ABSOLUTELY DOES.

26

ARE TWO STEPS HERE.

27

ACTION, AND THERE IS NO CAUSE OF ACTION FOR NEGLIGENT

28

HIRING, FOR NEGLIGENT SUPERVISION, FOR THOSE KINDS OF

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DO I THINK WE?

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DO YOU THINK THAT WE ARE COLLAPSING THE

.f::,

FIRST YOU HAVE TO ALLEGE A CAUSE OF


15

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2

THINGS.
THOSE.

IN WHICH CASE YOU HAVE TO ALLEGE FACTS TO SUPPORT
AND ALL THEY HAVE ALLEGED IS THE STATUTE.
AND I WOULD POINT YOUR HONOR TO DOE VERSUS THE

3
4

CITY OF LOS ANGELES FOOTNOTE 6 WHICH SAYS IN THIS EXACT

5

CONTEXT YOU CAN'T JUST QUOTE THE LANGUAGE FROM SUBDIVISION

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6

(B)2, WHICH IS THE OVER 26 STATUTE.

7

SO I THINK THEIR COMPLAINT AT THIS POINT IS JUST

8

UNCLEAR AS T0, OKAY, WHAT ARE THE CAUSES OF ACTION AGAINST

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9

THE CORPORATIONS SEPARATE FROM THE PERPETRATOR?

OKAY, SO
I DON'T

YOU ASK WHETHER AUTHORITY COULD EVER BE POSSIBLE?

11

THINK IT IS POSSIBLE HERE, BUT I HAVEN'T SEEN WHAT THE

12

ALLEGATIONS ARE.

IS IT THAT THEY NEGLIGENTLY SUPERVISE

13

MICHAEL JACKSON?

THAT THEY SHOULD NOT HAVE KEPT HIM

14

EMPLOYED?

15

VIDEOS WITH MR. ROBSON?

16

ALLEGATIONS ARE AS TO WHAT THEIR DUTY OF CARE WAS AND HOW

17

THEY WERE NEGLIGENT.

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10

THAT THEY SHOULD NOT HAVE LET HIM BE IN MUSIC
I DON'T KNOW EXACTLY WHAT THE

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18

BUT SEPARATE FROM THAT, YOU THEN NEED TO ALLEGE
FACTS THAT COME WITHIN SUBDIVISION (B)2 OF THE STATUTE, AND

20

I THINK THERE HAS BEEN A COLLAPSE OF SUBDIVISION (B}2 WITH

21

SUBDIVISION (A)2 AND SUBDIVISION (A)3 WHICH ARE THE THIRD

22

PARTY.

23

COMPLAINT.

24

DEMURRER BE SUSTAINED WITHOUT LEGAL AMEND.

25

THIS POINT WE NEED TO SEE WHAT THE CAUSE OF ACTION IS

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AGAINST THE CORPORATE DEFENDANTS.

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ACTION HERE IS THAT THEY ABUSED ROBSON WHICH IS NOT VIABLE

2

AS A MATTER OF LAW .UNDER THE CASE.

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SO I THINK THERE HAS BEEN A COMPLETE COLLAPSE IN THE
OBVIOUSLY WE ASK, AS WE ALWAYS WILL, THAT THE

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BUT I THINK AT

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BECAUSE THE ONLY CAUSE

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THE -- I SEE WHAT THE DEFENDANT'S ARE ALLEGED TO HAVE DONE,

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BUT I AM NOT SURE I SEE THAT IN THE CONTEXT OF A NEGLIGENCE

3

CAUSE OF ACTION FOR DUTY AND BREACH.

4

WHAT I AM MISSING.

5

PROCESS.

AND I THINK THAT IS

I THINK THAT I DON'T HAVE A TWO STEP

I HAVE SOMETHING THAT SORT OF HAS BEEN COLLAPSED

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AND I AM INCLINED TO SUSTAIN THE DEMURRER WITH

6

INTO ONE.

7

LEAVE TO AMEND TO MAKE IT CLEAR HERE IS A NEGLIGENCE CAUSE

8

OF ACTION AND HERE IS WHY WE SURVIVE ON A STATUTE OF

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9
10

LIMITATIONS CLAIM.
MS. MARZANO:

THAT WOULD BE FINE, YOUR HONOR.

YOUR HONOR, I HAVE TO SAY IN ALL HONESTY AS I WAS

11

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PREPARING FOR THE HEARING TODAY AGAIN PUTTING ON A QUASI

13

ACADEMIC HAT WHERE I AM LOOKING AT IT OBJECTIVELY AND BASED

14

UPON SOME OF THE INFORMATION THAT WE HAVE DEVELOPED AND THEN

15

READING THROUGH IT, YOU KNOW, NOW IT IS -- I CAN'T EVEN

16

REMEMBER -- IT IS A YEAR AND A HALF AFTER WE FIRST FILED

17

IT -- ONE CAN ALWAYS IMPROVE UPON WORK THAT WAS DONE IN THE

18

PAST.

19

FURTHER ALLEGE FACTS AND MORE FINE TUNE PERHAPS THE CAUSES

20

OF ACTION, SO WE WOULD BE HAPPY TO DO THAT.

F--`

AND I CAN SEE THAT THERE ARE INSTANCES WHERE WE COULD

THE COURT:

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21

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12

THERE IS ONE OF THE CASES -- I DON'T KNOW

WHICH CASE LISTS A COUPLE OF OTHER CASES THAT WERE DECIDED.

23

IT SETS FORTH WHAT -- MAYBE MR. STEINSAPIR IN YOUR BRIEF YOU

24

MIGHT HAVE LISTED THOSE CASES AND THE VARIOUS CAUSES OF

25

ACTION OR THE BREACHES THAT WERE ALLEGED IN THOSE CASES, A

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NEGLIGENT HIRING, THE THINGS THAT YOU WERE JUST ARGUING

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ABOUT.

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MR. STEINSAPIR:

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22
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IT IS FOOTNOTE 3 IN OUR REPLY BRIEF.

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In The Matter Of:

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WADE ROBSON
v.
MJJ PRODUCTIONS,INC.

TRANSCRIPT OF PROCEEDINGS
July 20,2015

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Court Reporting SQlutic~ns

20750 Ventura 84utevard, Suite 205
Woodlands Nills, CA S13fi4
Phone: 818.593. 300 -Fax:818.593.2301

~Xa~IE~IT 8

TRANSCRIPT OF PROCEEDINGS - 7/20/2015
Page 4

Mr. STEINSAPIR:

1

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2

Is that is the only reason there

is no control of Michael Jackson?

3

No?

4

I think, actually, the complaint says

5

nothing about what the corporations could have done to

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All they have are these

6

take reasonable steps.

7

allegations about his personal assistant, that she could

8

have stopped it.

9

Well, that is exactly the same as what's in

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10

Joseph versus Johnson where the wife could have stopped

11

it.

12

Also, I want to step in here.

What would

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13

it mean that a personal assistant or executive

14

administrator could go to her boss and take reasonable

15

steps to stop alleged abuse?

If the boss is innocent, he is going to

16

fire her; if the boss is guilty, he is going to go fire

18

her.

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19

So, there is no control.

20

If my personal assistant came to me and
said, "I don't want you hanging out with kids," and I am

22

innocent, I am going to fire her because that's

23

offensive.

24
25

27
28

So, what -- the duty that they want to put
on subordinates is to go to their bosses and get fired.

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21

There is nothing anyone could have done to
stop Michael Jackson here.

Secondly, as far as -- there is no nexus to

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Page 5

1

I mean, if you look at subdivision

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corporation at all.

2

(b)(2), it is very -- clearly it is an exception.

3

Supreme Court in cory emphasized this is an exception,

4

this is A narrow exception when you are over the age of

5

26.

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What is it directed to?

7

It's directed to churches.

8

Is it only churches?

9

No.

10
11
12

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6

The

Churches, schools, child care.

But what is the scenario they are looking

at?

When the relationship arises out of that

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That's why the first point we put in our

13

organization.

14

demurrer is very important.

15

the relationship with the child arising out of the

16

relationship between the perpetrator and the third party.

17

The relationship arises --

So, a child is exposed to a priest because

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18

of the relationship the priest has with the third party,

19

the church.

20

the relationship between the counselor and the school.

A child is exposed to a counselor because of

Here, the exposure to michael Jackson has

21

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22

nothing to do with his relationship to these

23

corporations.

24

didn't even exist at the time of this.

25

As we said in Our reply, one of them

and you don't even need to take judicial

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26

notice of that fact; it says in their amended complaint

27

that MJJ ventures was incorporated for the purpose of

28

employing Robson.

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Page 6

1

How is a operation that was incorporated

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2

for purposes of employing Robson supposed to exercise a

3

right of control over the person who created it?
As far as MJJ productions, I think that

4

5

control is a big issue.

But the other issue is what is

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6

it that -- what is it that the corporations were supposed

7

to do or not do?
There is nothing there.

9

Was it they should have removed Michael

10
11

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Jackson?

Should they have supervised him more closely?
They don't have a claim for negligent

supervision, they don't have a claim for negligent hiring

13

because those claims wouldn't work.

14

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12

They have a general negligence claim, but

15

they never articulate the duty of care that the

16

corporations, as such, owed to Mr. Robson.

17

And I think that -- it all kind of comes

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18

together and it's just what is it exactly that the

19

corporations, as corporations, were supposed to do?
If you look at the cite in our opening

20

brief, the roman catholic bishop of San Diego case, I

22

think there the priest was molesting a young woman, a

23

parishioner.

24

This is cited in our opening brief and our reply brief.

25

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And what does the court of appeal say?

The court of appeal says that all the

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molestation happened outside of the church and,

27

therefore, there was no duty because the parishioner and

28

the priest, there was not -- she was not exposed to the

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Page 7

priest as a result of any of his duties to the church.

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1

Same thing here but even more so.

2

In that

3

case you are saying "of course I am going to entrust a

4

child to a priest.

He's a priest".

Here, this is Michael Jackson.

5

What does

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6

this have to do with MJJ ventures or mjj productions?

7

These are music companies.

8

complaint.

I don't see how you can reconcile Aronoff,

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and that is alleged in the

10

which is on demurrer, Joseph versus Johnson, which is on

11

demurrer, with this case.

12

And then there is the separate issue which

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13

I don't think -- I think the whole complaint comes down

14

to control.

15

sexual abuse just doesn't work.

16

versus Superior Court 2012 case.

17

entity cannot be a direct perpetrator of childhood sexual

18

abuse period.

19

for that one.

Says you cannot -- an

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End of story.

That's just the end of it

questions, I'd be happy to answer.

thank you very much.

Ms. Marzano.

23

ms. marzano:

24

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THE COURT:

22

25

That is Boy Scouts

So, that's -- I think if you have other

20
21

the first cause of action for childhood

Your Honor, where would you like me

to start?

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Should I start with control?

26

THE COURT:

27

sure.

Why don't you start there.

And then I do think this argument about

28

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CONFIDENTIAL

EXHIBIT C

EEMJJ000458

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ARTICLES OF INCORPORATIONS

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OF

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i<. thu offir,n o1 ~r+c 5et'rrtn.Y c~ `Tare
C.i rMr S~o4v c f ialilo~n,a

MJJ VENTIIREB~ INC.

f~ARCW fONG EU, Seeretar~ of State

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The name of this corporation is MJJ VENTU;~ES, INC.

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The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking
business, the trust company business or the practice of a
the
by
California
incorporated
permitted to
be
profession
Corporations Code.
IIT
of

this

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The name and address in the State of California
corporation's initial agent for service of process are:

Bertram Fields
cGreenberg, Glusker, Fields, Claman & Machtinger
"
1900 Avenue of the Stars
Suite 2000
Los Angeles, CA 90067

IV

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This corporation is authorized to issue only one class of
shares of stock; and the total number of shares which this
corporation is authorized to issue is 10,000.

Dated:

February 22, 1.991

Tuthill, Incorporator
S
in
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Chris

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4548701802-42281,404

CONFIDENTIAL

EEMJJ000459

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ACTION WITHOUT A MEETINQ
OF THE SOLE INCORPORATOR OF
MJJ VENTURES, INC.

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The undersigned, being the sole incorporator of MJJ VENTURES,

INC., a California corporation, in accordance with the authority
contained in Section 210 of the California Corporations Code, as
amended, without the formality of convening a meeting, does hereby

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consent to the following action of this corporation.

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RESOLVED, that the following person be elected
as a Director of this corporation, his term of
his
upon
immediately
to
commence
office
acceptance of election, and to continue until
the election of his successor at the next
this
of
stockholders
meeting
of
annual
corporation and upon acceptance of election by
such successor:
MICHAEL JACKSON

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Dated as of February 26, 1991

Christine S. Tuthill

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4548701802-43755.404

CONFIDENTIAL

EEMJJ000521

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ACTION BY SOLE
DIRECTOR OF
MJJ VENTURES, INC.
a California Corporation

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The

undersigned,

Directors of

MJJ

being

VENTURES,

the

sole

INC.,

a

member

of

California

the

Board

of

corporation,

in

accordance with the authority contained in Section 307(b) of the

m

California Corporations Code, as amended, without the formality of

convening a meeting, does hereby consent to the following action of
this corporation, to be effective as of February 26, 1991.

Election of Officers

ich

1.

RESOLVED, that the following persons be, and
they
hereby
are, elected to
the
offices
indicated opposite their names below, their
terms of office to commence immediately upon

Name
Michael Jackson
Richard Sherman

Office

President

Secretary and Treasurer/
Chief Financial Officer

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2.

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acceptance of election and to continue until
the next annual organization meeting of the
Board of Directors of this corporation and
until their respective successors have been
elected and qualified.

Approval of Bylaws

4548701802-43755.404

1

CONFIDENTIAL

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RESOLVED, that the form of Bylaws, previously
reviewed by the Board of Directors of this
corporation, be, and they hereby are, adopted
as the Bylaws of this corporation and the
Secretary of this corporation be, and hereby
is, directed to execute a certificate of
adoption of said Bylaws, to insert the Bylaws
as so certified in the Minute Book of this

EEMJJ000515

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Approval of Stock Certificate Form

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3.

corporation, and to see that a copy of the
Bylaws similarly certified is kept in the
principal executive office or business office
of the corporation in accordance with Section
213 of the California General Corporations
law.

4.

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RESOLVED, that a form of stock certificate be,
and
hereby
is, adopted
for
use
by
the
corporation
and
of
the
the
Secretary
corporation is directed to insert a sample copy
of it in the Minute Book immediately following
this Action.

Approval of Corporate Seal Form

5.

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RESOLVED, that a corporate seal is adopted as
the seal of this corporation in the form of two
concentric circles, with the name of the
corporation between the two circles and the
date and state of incorporation within the
inner circle.

Incorporation Expenses

6.

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RESOLVED, that the officers of this corporation
be, and they hereby are, authorized to pay the
expenses of incorporation and organization of
this corporation.

Location of Principal Office

Corporate Bank Account

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RESOLVED, that the location of the principal
executive office of the corporation be, and it
hereby is, fixed at 10202 Washington Boulevard,
Suite 202, Culver City, California 90232.

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RESOLVED, that the standard form of corporate
resolution required by City National Bank for
opening a corporate bank account, previously
reviewed
by
of
this
the
Sole
Director
corporation, showing the person(s) authorized

4548701802-43755.404

CONFIDENTIAL

EEMJJ000516

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ily

to draw on said account, be, and it hereby is,
adopted as the Action of the Sole Director of
this corporation and the Secretary of this
corporation be, and hereby is, directed to make
said standard form of corporate resolution a
part of this Action by Sole Director by
inserting it in the Minute Book immediately
following this Action by Sole Director, and the
Secretary of this corporation be, and hereby
is, authorized and directed to execute the
Certificate of Secretary included on said
standard form of corporate resolution.

Issuance of Capital Stock

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Name

Michael Jackson

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RESOLVED, that it is in the best interest of
this corporation to issue and sell shares of
its capital stock to the person, in the amount
and for the consideration set forth below; that
the consideration for these shares shall be
and
issuance
in
full
before
their
paid
delivery; that said consideration shall be
credited to stated capital; and that the
officers of this corporation be, and they
hereby are, authorized and directed on behalf
of this corporation to execute and cause legal
counsel to this corporation to file, or mail
for filing, a Notice of Transaction Pursuant to
Corporations Code Section 25102(f) with the
California Commissioner of Corporations.

No. of
Shares
1,000

Aggregate
Purchase Price
$1,000

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RESOLVED FURTHER, that the officers of this
corporation be, and they hereby are, authorized
and directed on behalf of this corporation to
execute any documents and to do or cause to be
done any and all other acts and things as such
officers may deem necessary or appropriate to
carry out the purposes of the foregoing
resolution.

45487Q7802-43755.404

CONFIDENTIAL

EEMJJ000517

Subchapter S

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9.

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WHEREAS, it is in the best interest of the
shareholder
of
this corporation
that this
corporation elect to be taxed as a Small
Business Corporation under Subchapter S of the
Internal
Revenue
corresponding
Code
and
provisions
of
the
Revenue
and
California
Taxation Code.
NOW, THEREFORE, BE IT RESOLVED, that 'this
corporation hereby elects to be taxed pursuant
to the provisions of Subchapter S of the
Internal Revenue Code of 1986, as amended, and
corresponding
California
provisions
the
of
Revenue and Taxation Code.

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RESOLVED FURTHER, that the officers of this
corporation be, and they hereby are, authorized
and directed on behalf of this corporation to

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prepare, execute, and file, or cause to be
prepared, executed and filed, Internal Revenue
Service Form 2553, as amended or replaced,
together with a statement by the shareholder of
this corporation consenting to this election,
and any similar filings required by California
law.

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RESOLVED FURTHER, that the officers of this
corporation be, and they hereby are, authorized
and directed on behalf of this corporation to
execute any document and to do or cause to be
done any and all other acts and things, as such
officers may deem necessary or appropriate to
carry out the
purposes of the foregoing
resolutions.
10. Aqent for Service of Process

Bertram

Fields, name~~~

the

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RESOLVED, that

initial agent for service of process Xn the
Articles of Incorporation of this corporation,
the
and
hereby
confirmed ~i. a~
be;
is,
corporation's agent for the purposelo'~ service
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of process.
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4548701802-43755.404

CONFIDENTIAL

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Dated as of February 26, 1991

EEMJJ000518

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T0:

The Board of Directors of
MJJ VENTURES, INC.

I hereby accept my election as Press en

d

irector

corporation, effective immediately.

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Dated as of February 26, 1991

f this

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Mi+~naet~acxson v
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I hereby accept my election as Secretary and~easurer/Chief
Financial Officer of this corporation, effective immediately.
,~

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Dated as of February 26, 1991

Ric and Sherman

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4548701802-43755.404

CONFIDENTIAL

EEMJJ000519

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WRITTEN CONSENT OF S~-IAREHOLDER
OF
MJJ VENTURES,INC.
a California corporation

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Pursuant to the provisions of Section 603(a) of the California Corporations

Code, the undersigned, being the sole Shareholder of MJJ Ventures, Inc., a California
corporarion (the "Corporation"), does hereby dispense with the formality of a meeting

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and hereby adopts the following resolutions:
AMENDMENT OF BYLAWS.

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RESOLVED, that Article III, Section 2, of the Corporation's
Bylaws be amended to increase the authorized number of Directors
ofthe Corporatign to four (4).
2,

ELECTION OF ADDITIONAL DIRECTORS.

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WHEREAS, there is presently one (1) Director of the
Corporation and the Corporarion's Bylaws have been amended to
increase the number of authorized Directors to four (4); and
WHEREAS, it has been determined to be in the best interests
of the Corporation to elect additional Directors;

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NOW,THEREFORE, BE IT RESOLVED, that the following
persons be, and hereby are, elected as Directors of the Corporation,
effective as of June 1, 1994, to serve until the next Annual Meeting
of Shareholders or until their successors are elected and qualified:
John G. Branca
Sandy Gallin
Marshall M. Gelfand

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LE/DO

1019.18.8
CORPUTAJJV601.001

CONFIDENTIAL

EEMJJ000492

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This Written Consent shall be file

is hereby requested tb insert it in the Cori

Dated as of June 1, 1994.

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LE/DO

1019.18.8
CORPWIJJV601.007

CONFIDENTIAL

EEMJJ000493

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St~t~
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OFFICE OF THE SECRETARY OF STATE

I, MARCH FONG EU, Secretary of State of the State
of California, hereby certify:

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That the annexed transcript has been compared with
the record on file in this office, of which it purports to be
a copy, and that same is full, true and correct.

IN WITNESS WHEREOF, I execute
this certificate and a~x the Great
Seal of the State of California this

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A CT 31 1979

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CONFIDENTIAL

EXHIBIT D

EEMJJ000202

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INDORSED
F ILED~F c~.~.

i~ M. o~iC..r ~. s.Q.tay
d tM ifsN d CdNmoM

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ARTICLES OF INCORPORATION
O~
MICHAEL JACRS~N PRODUCTIONS, ZNC.

D~T~ 01979
WIRCH FONB EU, Seonbryr ai 5tt6u
By BILL HOLDBJ
DeP~+rY

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The name of this corporation is MICHAEL JACKSON
PRODUCTIONS, INC.

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The purpose of this corporation ie to engage in
any lawful act or activity for r►hich a corporation may be
organized under the General Corporation Law of California,
other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated
by, the California Corporations Code.

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III

The name and address in this State of the corporation's initial agent foz the service of process is:
9100 Wilshire Houlevard
Suite 440
Beverly Hills, CA 90212

Michael Jackson

IV

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The corporation is authorized to issue 10,000
shares of capital stock, all of one class.
Dated:

October 15, 1979.

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ES

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I, James Schoenfield~ deelare that I em the
person who executed the foregoing 1►rticles of incorporation,
which execution is my own act. and deed.

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CONFIDENTIAL

EEMJJ000203

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OFFICE Of THE SECRETARY OF STATE

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Scat¢
0
Ca ifornia

I, MARCH FONG EU, Secretary of State of the State
of California, hereby certify:

ich

That the annexed transcript was prepared by and in this
office from the record on file, of which it purports to be a
copy, and that it is full, true and correct.

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IN WITNESS WHEREOF, I execute
this certificate and a~x the Great
Seal of the State of Califonua this

JAN 1 2 1gg3

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sx,a~ar„ o~ sew.

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CONFIDENTIAL

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i[G/~7~T[ FORY G[.tOB 111LY. ~.)~1

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EEMJJ000204

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NAl4: CHANCED SD:

~"' PRODUCTIONS, INC.

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FILED

CERTIFICATE OF AMENDMENT
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1~ ~..ir. d xu pe,.,.,p d ~y

w w a.~..~ c.iw~.r

DEC 31~gg2 .
~~
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ARTICLES OF INCORPORATION

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~..:_~

OF
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MICHAEL JACKSON PRODUCTIONS,

Michael Jackson and John G. Branca certify that:
1.

They are .the President and Secretary, respectively,
of MICHAEL JACKSON PRODIICTIONS, INC., a Califo=nia
corporation,

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2.

Acticle I of the articles of incorporation of this'
corporation is amended to read as follows:

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3.
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4.

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The foregoing amendment of articles of incorporation has been duly approved by the
required vote of shareholders in accordance
with Section 902 f the Corporations Code.
The total number f outstanding shares of the
corporation is on thousand (1,000). The number of
qualed or
shares voting in
vor of the amendmen
tage ote
equired. The per
e xceeded the vot
required was more t an 508.

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MJJ PRODUCTIONS,

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"The name of this corporation is:
INC.'

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The foregoing ame d ent of
poration has been du y ap
co danc
of Directors in
of the Corporati
e.
MiC

rtic s o incor
ved y th Board
ith ect~i n 905(
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CONFIDENTIAL

EEMJJ000205

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The undersigned decl
that the matters set forth in
true of their own knowledge.

Executed at Los Ange
November, 1982.

RWL23Jackson(1-2)

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CONFIDENTIAL

EEMJJ000206

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Uct. 3U, 1979

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Authorized: 10,004 Common Shares

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Df C9RPG'xTfONS OF THE STATE OF CT~I#FC~RNIA. E7tCEFT AS P a e~siiT~D iti 7NE G~~I 1SSll~NF~$~'S ~'llLES.

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JOINT ANNUAL RESOLUTIONS OF THE SOLE DIRECTOR
AND SOLE SHAREHOLDER OF
MJJ PROpUCTIONS, INC.
A California Corporation
ADOPTED BY UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING
The undersigned, being the Sole Director and the

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Sole Shareholder of MJJ PRODUCTIONS, INC., a California
corporation, acting pursuant to the By-Laws of the
corporation and the General Corporation Law, hereby consents
to and adopts the following resolutions:

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RESOLVED, that the following persons are
unanimously elected to the offices set forth
opposite their respective names:
- President
- Secretary
- Chief Financial Officer

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Michael Jackson
John G. Branca
Marshall Gelfand

RESOLVED, FURTHER, that the following person is elected as the Sole Director of the corparation to serve until his successor has been
d uly elected and qualified:
Michael Jackson

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RESOLVED, FURTHER, that all actions taken
on behalf of the corporation by the Sol Director and Officers since the Iast annual eeting
are hereby approved, confirmed, and ra ified,
i n all respects.
TNESS WIiEREpF, the Sole Director

er h s

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xecute~these Resolutions the

th rya

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S a eho

nd Sol

MICHAEL
Sole Direc or

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Sole Sh reho

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Ddls/corp/ann

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CONFIDENTIAL

EEMJJ000337

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WRITTEN CONSENT OF Sf~AREHOLDER
~~~
MJ'1 PRODUCTIONS,INC.
a California corporation

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Pwsuant to the provisions' of Secrion 603(a) of the California Corporations

Code, the undersigned, being the sole Shareholder of MJJ Producrions, Inc., a

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California corporation (the "Corporation"), does hereby dispense with the formality
of a meeting and hereby adopts the following resolurions:
AMENDMENT OF BYLAWS.

ich

RESOLVED,that Article III, Section 3.2, of the Corporarion's
Bylaws be amended to increase the authorized number of Directors
of the Corporarion to four (4).
2.

ELECTION OF ADDITIONAL DIRECTORS.

WHEREAS, there is presently one (1) Duector of the
Corporation and the Corporation's Bylaws have been amended to
increase the number of authorized Directors to four (4); and

ae

W~-IEREAS, it has been determined to be in the best interests
ofthe Corporarion to elect additional Duectors;
NOW,THEREFORE, BE IT RESOLVED, that the following
persons be, and hereby are, elected as Directors of the Corporation,
effective as of June 1, 1994, to serve until the next Annual Meering
of Shareholders or until their successors are elected and qualified:

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John G. Branca
Sandy Gallin
Marshall M. Gelfand

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LE/DO

1019.18.16
CORPWVJP601.001

CONFIDENTIAL

EEMJJ000233

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who

This Written Consent shall be

is hereby requested to insert it in the

Dated as of June 1, 1994.

CONFIDENTIAL

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_2.
1019.18.16
CORPVA,IJP601.001

EEMJJ000234