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APPETITE FOR DISCUSSION
Welcome to Appetite for Discussion -- a Guns N' Roses fan forum!

Please feel free to look around the forum as a guest, I hope you will find something of interest. If you want to join the discussions or contribute in other ways then you need to become a member. We especially welcome anyone who wants to share documents for our archive or would be interested in translating or transcribing articles and interviews.

Registering is free and easy.

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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by Blackstar Sun Dec 17, 2023 12:52 am

As attached to the Slash & Duff Vs. Axl lawsuit document from January 18, 2008:



Transcript:
-----------------

W. AXL ROSE
5055 LATIGO CANYON ROAD
MALIBU, CALIFORNIA 90265

AUGUST 31, 1995

Saul Hudson, p/k/a "Slash"
Michael "Duff" McKagan
c/o Doug Goldstein
Big FD Entertainment
(?) National Blvd
Suite 550
Los Angeles, CA 90064


Gentlemen:

This will serve as notice pursuant to paragraph 4(a) of the memorandum of agreement entered into as of September 1, 1992 among us regarding our professional services as Guns N' Roses.

Effective 120 days from today or December 30th, 1995, I will withdraw from the partnership. Further, pursuant to my rights in accordance with paragraph 4(d), I intend to use the name "Guns N' Roses" in connection with a new group which I will form.

I am interested in discussing with each of you your membership in such group and mutually acceptable terms for such membership.

Very truly yours,
W. Axl Rose
8/31/95

Bert H. Deixler
of McCambridge, Deixler, Marmaro & Goldberg


Last edited by Blackstar on Mon Dec 18, 2023 9:14 am; edited 1 time in total
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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty Re: 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by Blackstar Sun Dec 31, 2023 6:08 am

The related excerpts from Slash's autobiography. Slash's timeline is messy: the rehearsals in 1994 and 1996 are lumped together and somewhere in there Axl sends his letter of withdrawal from the partnership, while it's as if the Snakepit album and tour (which are described in another part of the book) were not part of the sequence of events that transpired during that time period:

BY THEN ALL “BAND” DECISIONS WERE being made by Axl and Doug Goldstein. Duff and I and the other members were informed of what they’d decided by phone calls and faxes—Guns N’ Roses had officially become a dictatorship. The reality of what was happening was overwhelming; it was like quicksand. I couldn’t get any leverage in any direction to pull myself out of it. What we were supposed to be doing was simple: hire a new guitar player and make a new album. But the whole process was dictated by Axl, and although I know he wanted input from me, I was suffocated by the tension and I couldn’t think straight. I think at the end of the day it was a power struggle between him and me, with him wanting to control everything and me wanting to keep it more of a group effort. Oftentimes the public perception centered on Axl and me as the core of Guns N’ Roses, and I think Axl agreed, but the success GN’R had garnered up until that point was the result of five guys working together, where nobody was more important than anyone else as far as I was concerned. But that idea was becoming ancient history and it didn’t seem like there was anything I could do about it.

Even though I’d seen this coming for so long, when the reality stared me in the face, I still refused to believe that it was true. One of the things that had brought the five of us together in the first place was the fact that we would not be bossed around; based on that alone, we’d always had one another’s backs. Axl had always been a part of that team—at least in spirit when he wasn’t there in person. In our heart of hearts, even when he was being weird, the rest of us knew that he was part of the collective. Now, all of a sudden, he wasn’t. As much as we might have ignored it before this point, he’d made it pretty clear that we were “his” band and that he intended to tweak and torture us as he saw fit, and keep us at his beck and call. It seemed like he believed we’d welcome that opportunity.

For the time being, we all hung around, and in our ample downtime we all talked shit. It was so negative. After a while, I could barely show up because the animosity became crippling. We’d spend each night in the studio maybe writing music or jamming … most nights we’d sit around frustrated, waiting to see if Axl would show—which he did, usually after most of us had left for the night—all under the guise that we were writing music for the next Guns record. On top of it all, a new contract issue further disrupted an already volatile situation.

This time it was directed at Duff and me—the only two remaining original members of Guns N’ Roses. And it was very strategically presented: the contract stated that Axl would retain rights to the band name and was allowed to start a new band that he could call Guns N’ Roses. Of course Duff and I could be members …but only on his terms, which felt to us like we were being defined as hired hands. Axl had hired an attorney to push this through, so Duff and I did as well, and the three of them started haggling, having those attorney fests that do nothing but cost their clients money. Doug Goldstein was also there helping “facilitate” the whole thing.

That situation chipped away at the stone that is me; my patience, my dedication, my determination—all of it finally began to give way. It’s been the focus of so much speculation: What actually did Guns N’ Roses in? Was it artistic differences? Was it Slash’s ego? Was it Axl’s attitude? It was all about Axl wanting control to the point that the rest of us were strangled.

I didn’t really know what else to do after Axl sent a letter on August 31, 1995, saying that he was leaving the band and taking the name with him under the terms of the contract. After that we tried to put it back together. He pushed this contract issue on us with so much pressure to the point that Duff and I just gave in. We signed some document that we’d agreed to have put in escrow for a certain amount of time to see if we could work things out. But if we didn’t agree to put the terms into effect by a certain point, the contract would be null and void, so I signed it and let it go. I just wanted to move forward if we had anywhere left to go together.

Needless to say, my trust in Axl was gone. That entire contract situation was the antithesis of Guns N’ Roses in my mind. I was forced into a secondary role, while Axl was now officially at the helm if I officially let the escrowed contract become effective. One time he called me for a private meeting at his favorite Italian restaurant in Brentwood. I showed up and he wasn’t there, so I sat at the bar waiting for him. After he arrived, we moved and sat in the back in a dark booth as if we were in the Mafia. As far as I can remember, the meeting was basically an attempt to coerce me into accepting the arrangement he and his lawyers were pushing, but in a lot less heavy-handed manner. Axl treated the situation as if he and I were the two most important factors in this whole thing. He tried to convince me that it was all good, that it was something he and I were doing as partners.

At that point, he was trying to draw me into his world, to show me his version of things in his way, which is a very nice way, but I just didn’t go for it. I sat there and listened, not giving too much feedback. There was too much tension and too many unaddressed issues. It became increasingly obvious to me that there was nothing I was going to say that was going to change his mind. And he already knew how I felt. He and I continued this way until it all boiled over later.

It had become no fun. It had become depressing. It was almost amazing to me that this band had taken such a turn; we, the band, had allowed Axl the freedom, over all those years, to transform what we had into some morbid reality that existed only in his head.

There were another couple meetings like that in Doug Goldstein’s office. Then, of course, there were endless meetings with the attorneys going over and over this thing. It was exhausting. I couldn’t even understand what the fuck I was doing there. No matter what we might eventually put out as far as a record was concerned, none of this was worth it.
Slash & Anthony Bozza, Slash: The Autobiography, 2007


The above excerpt is followed by a part about Slash's conversation with Keith Richards (which in reality took place in the first half of 1994) where Keith said "you never leave [the band]" and then, after returning briefly to his recounting of the last rehearsals at The Complex, Slash goes straight to talking about the day he quit the band. Then he reflects again on the band name/ownership issues, also implying that Axl was taken advantage of by people who were after his money:

IN RETROSPECT I WAS NAIVE ABOUT THE whole thing: I didn’t protect myself legally because I didn’t think I had to. In my mind, what was the name without the players? I didn’t think I had given Axl anything, because to me, what could he do with the name and nothing else to show for it?

I didn’t have my attorneys get on that situation as well as I should have; I was so over it and so worn down that I just couldn’t be bothered. I didn’t want to do a press release, I didn’t want to raise a brouhaha or stir up a lot of fanfare. I wanted to go quietly. I didn’t want it to be one of those situations where you have two guys bickering at each other through the press. I didn’t see any reason why something so simple should turn into a big legal battle either. I thought I’d take my share and go. [...]

My attorneys asked me if I wanted to sue for damages and just go after as much stuff as possible, and I said no, in good faith. I can’t get into it; aside from saying that they were trying to protect my rights and I probably should have listened, the truth is, I was in denial about just how mercurial and untrustworthy the relationship between the Guns institution and me had become. I didn’t see it as such, but when you leave a company you have to protect your interests. At the time I still had a silly amount of trust in what Guns meant to me, so I didn’t dwell on it. And to this day there are still issues that remain to be resolved that cause me grief.

[...] If I knew then what I know now, had I been more experienced and more self-protective and more suspicious of the players involved—and I’m not even talking about Axl so much as the people he hired to guide him through this—it might have been handled differently. He hired people who had nothing but making money off of him in mind. If it had been otherwise, or if he and I had been able to discuss it face-to-face, there might have been a greater degree of preservation in regard to our mutual interests as a band. But I don’t believe in “ifs.”

It just wasn’t meant to be. The road that Axl chose to travel forced me away. [...]
Slash & Anthony Bozza, Slash: The Autobiography, 2007
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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty Re: 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by Blackstar Sun Dec 31, 2023 6:09 am

Axl had obtained the rights to the group name (in case the band would split up) through the provision that was added in the 1992 partnership agreement. He has provided some reasons about why he sought to include that provision in the partnership agreement, also vehemently denying that Slash and Duff signed it under duress. He has further provided reasons about why he continued performing as Guns N' Roses.

But why did he do that "legal takeover" in 1995, although he had already secured the right to continue using the band name if Slash and Duff left? He hasn't really explained that. He only said that he didn't want to break up the band but "salvage" it,  that he made the decision by himself and that his attorney was against it:

I still didn’t grasp any other issues until long after I’d left and formed a new partnership which was only an effort to salvage Guns not steal it.

[Q: Can you detail any of the legal battles, if any, surrounding the name GUNS N' ROSES following the break up of the original band?] The details are that my attorney shit when I made the move. He was very against it fearing long litigation but even then no one talked about brand names or individual interests in a brand name. I look back and have no idea why. Not my people, not his people, no one. No one pressured me, everyone was afraid and no one including myself wanted to break up Guns or the relationship.


What/who Axl thought he was "salvaging" the band from? He alluded to an attempted takeover from Slash that would have destroyed the band and driven him (Axl) "to bankruptcy":

[Q: I would ask what the catalyst was to originally motivate you to seek ownership of the name? Looking back, do you still feel it was a good course of action to have taken?] It wasn’t so much that it was a good course or that if looking back I could do something differently it’s that for better or worse it was the only course and had I not done this Slash would have succeeded in destroying me publicly much more than he, others or myself have so far and I would have gone bankrupt.

I would think it fits into not feeling I shouldn’t be forced to throw away possible opportunities in a hostile attempted takeover.

[Q: Were you in, any way, legally obligated to carry on with the name Guns N' Roses? To keep your (current, at the time) record concract etc.] I wasn’t legally obligated but we probably would have gotten dropped and I would have been driven into bankruptcy.

[Q: Where would you be now, had you not obtained the rights to the name? What would you have called the current line-up of GN'R?] I don’t know where I’d be but there’s clearly no happy ending there and with everything else that had gone on in every other area of my life the devastation isn’t something I feel I would have overcome at least to any real degree publicly. Hopefully I would’ve been able to pick myself up enough to get a job or sing somewhere else but I doubt anything that significant.


Axl didn't elaborate on what Slash had done exactly, so we can only speculate that he interpreted Slash's actions (taking the Snakepit songs and focusing on his solo project, then leaving to tour with it and blaming Axl in interviews) as part of a malicious strategy. And the question is, did Axl arrive to that interpretation all by himself or was he instigated/encouraged to it by third parties? Slash attributed a "facilitating" role to Doug Goldstein and a leading role to people (that he did not name) who were after Axl's money. Who would those people be?

Axl also said that he was pressured to make some concessions in order to make things work with Slash, which resulted to a "trial period":

The [legal] battles were during the breakup. Our people and my individual legal basically forced me to go thru the motions with everything I had to make things work for over 2 years in the sense that if they felt I wasn’t making every effort 110% and with all the sincerity and all above board I wouldn’t have their support which I wanted, couldn’t afford to lose or risk losing. Which led to the trial period where Slash played the key bits of Fall to Pieces but once I showed some interest that was over.


I suppose the "trial period" is related to the "escrow contract" that is mentioned in the excerpt from Slash's book in the post above.

Slash said in another part of his book and in interviews that he was coerced by the label to not expand the Snakepit tour and return to GN'R. So the Snakepit tour ended in August 1995 and as soon as Slash returned, he was confronted with Axl's notice of withdrawal. Then it seems that there was pressure from the label and lawyers trying to persuade Axl to back down from his legal takeover, but Axl refused to back down completely, so there were negotiations that led to the compromise of the "trial period" contract. And, according to that contract (if Slash is to be believed), if Axl and Slash had managed to make it work (e.g. successfully complete an album), Axl's takeover would have been effective, otherwise the it would have been "null and void". So then Slash returned in 1996 having in mind that if he worked with Axl, there would be the drawback of him not being legally equal anymore.

I think that although there was a combination of factors that caused the breakup, Axl's move in 1995 was what sealed the fate of the band at that point.


Last edited by Blackstar on Sun Dec 31, 2023 12:41 pm; edited 1 time in total
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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty Re: 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by Soulmonster Sun Dec 31, 2023 7:49 am

I think we need that "trial period" contract!
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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty Re: 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by Soulmonster Sun Dec 31, 2023 1:55 pm

I rewrote this chapter now: https://www.a-4-d.com/t5018-19-december-1994-october-1996-axl-and-slash-fights-slash-quits#20211

To bring in information about Axl's resignation and the existence of the "escrow contract".

Still, the escrow contract, as described by Slash, doesn't make much sense from his perspective. He does sort of indicate that it was a bad move of his to sign it, and that they had been kinda pressured into doing it, or just exhausted from all the bullshit and didn't think clearly, but if it does contain the provisions we think, it means that it was a lose-lose to him:

1.  If the conditions were met (possibly connected to Slash behaving and working on new music), more rights would be transferred to Axl. [Most likely it meant that Slash was now on contract under the new Guns group with Axl in control and probably majority ownership].

2. If the conditions were not met, old Guns had basically seized to be an active band (because they had given up on working on new music), and Axl would focus on his new Guns without Slash and Duff.

On the other hand, if Slash didn't sign the escrow contract, Axl would still continue like under point 2 above.
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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty Re: 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by Blackstar Sun Dec 31, 2023 2:09 pm

Soulmonster wrote:I rewrote this chapter now: https://www.a-4-d.com/t5018-19-december-1994-october-1996-axl-and-slash-fights-slash-quits#20211

To bring in information about Axl's resignation and the existence of the "escrow contract".

Still, the escrow contract, as described by Slash, doesn't make much sense from his perspective. He does sort of indicate that it was a bad move of his to sign it, and that they had been kinda pressured into doing it, or just exhausted from all the bullshit and didn't think clearly, but if it does contain the provisions we think, it means that it was a lose-lose to him:

1.  If the conditions were met (possibly connected to Slash behaving and working on new music), more rights would be transferred to Axl. [Most likely it meant that Slash was now on contract under the new Guns group with Axl in control and probably majority ownership].

2. If the conditions were not met, old Guns had basically seized to be an active band (because they had given up on working on new music), and Axl would focus on his new Guns without Slash and Duff.

On the other hand, if Slash didn't sign the escrow contract, Axl would still continue like under point 2 above.
I think he doesn't refer to his signing of the escrow contract when he talks about making a bad move, but rather to the way he handled the whole situation with the group name and the legal ownership of the band in general - namely that he didn't fight it legally at the time he could have (Ι guess before the expiration of the statute of limitations for contesting the provision in the partnership agreement or Axl's use of it).
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1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership Empty Re: 1995.08.31 - Axl's notice of resignation from the Guns N' Roses Partnership

Post by ludurigan Tue Jan 02, 2024 1:47 am

Blackstar wrote:
Soulmonster wrote:I rewrote this chapter now: https://www.a-4-d.com/t5018-19-december-1994-october-1996-axl-and-slash-fights-slash-quits#20211

To bring in information about Axl's resignation and the existence of the "escrow contract".

Still, the escrow contract, as described by Slash, doesn't make much sense from his perspective. He does sort of indicate that it was a bad move of his to sign it, and that they had been kinda pressured into doing it, or just exhausted from all the bullshit and didn't think clearly, but if it does contain the provisions we think, it means that it was a lose-lose to him:

1.  If the conditions were met (possibly connected to Slash behaving and working on new music), more rights would be transferred to Axl. [Most likely it meant that Slash was now on contract under the new Guns group with Axl in control and probably majority ownership].

2. If the conditions were not met, old Guns had basically seized to be an active band (because they had given up on working on new music), and Axl would focus on his new Guns without Slash and Duff.

On the other hand, if Slash didn't sign the escrow contract, Axl would still continue like under point 2 above.

I think he doesn't refer to his signing of the escrow contract when he talks about making a bad move, but rather to the way he handled the whole situation with the group name and the legal ownership of the band in general - namely that he didn't fight it legally at the time he could have (Ι guess before the expiration of the statute of limitations for contesting the provision in the partnership agreement or Axl's use of it).

Facepalm
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