The P-square band is officially over. The band members know it, I know it and many of you do. However, since no one is ready to just declare the obvious, even though there is ample evidence to support this statement, I’ll just state it. The P-square band is officially over. Indeed, we have seen this coming for a while now so frankly it is no surprise. All that is left is to discuss the dissolution of Square Records, what happens to the music catalog and keep things moving. Here are seven reasons why the band is officially over:
1. The directors and officers of the business continue to usurp corporate opportunity: Under Nigerian Company Law and parallel business laws, especially in western countries, when you operate an incorporated company i.e. LTD or LLC, there are certain duties you owe to the company as a director or officer of the company. One key duty is that whether your company is family owned or not, you should not take for yourself an opportunity that belongs to the business if:
- the company is financially able to exploit the opportunity;
- the opportunity is within the company’s line of business;
- the company has an interest or expectancy in the opportunity; and
- by taking the opportunity for your own the company fiduciary will be placed in a position that conflicts with your duties to the company.
P-square (Peter and Paul Okoye), the band, is signed under Square Records Limited, a label owned by all band members and their brother Jude Okoye. We for sure know that Jude Okoye served as President and CEO of Square Records but a few years go completely ignored this basic business principle, launched his label Northside Records, and signed a talent Cynthia Morgan to his label. We now know, given the last social media fight that all three had about a month ago, that Peter Okoye claims he was supposed to sign Cynthia to his own label. We also now know, according to a recent interview with Paul Okoye, that all three hold some sort of executive role in Square Records. We also now know that Jude was not the only guilty one. All three have ignored this basic business principle.
- Peter Okoye launched P-Classic record label over three years ago and signed a talent.
- Jude Okoye as stated launched Northside Records and signed Cynthia Morgan.
- Paul Okoye just launched Rude Boy Records and signed a new talent.
(Granted there are layers to the corporate opportunity rule), nevertheless, all three have no loyalty to Square records, which is treated as a separate person for company law purposes, and all three compete in the same music market as Square records with their new labels and talents.
2. There is no leadership: There is no vision and leadership for the band. All three cannot agree on the future musical direction of the band. We know this because they have told us during their fights and also in interviews.
3. There is no communication: I don’t care whether it is business or personal. When you stop communicating in a relationship, your relationship is dead. When you communicate, you can sort issues out, possibly reach a consensus and also know the next steps moving forward. These shareholders/officers/brothers no longer communicate. Their communications are Peter Okoye on social media boiling over with frustration for not being heard, and Jude and Paul responding by ignoring or sending direct or subliminal tweets or responses.
4. There is no trust and no respect: There is no respect in this relationship. All brothers do not listen to each other. They are not positive towards one another and they lack trust. All members are fighting. Bands fight all the time but this one is a special kind of fight. From actual physical altercations, to family fights where they take it so personal and do not show up to each other’s wedding, to an all out social media war where they share privileged and confidential business matters and disputes, it doesn’t look good.You can’t operate a music band when you have no respect or trust for your band mates.
5. There is too much ego: Even if the band had a chance of surviving, the egos in this group are just larger than life. Two main persons who lead here are Jude and Peter Okoye. In my view, Jude is so stubborn it is incredible to watch and Peter is like a little kid who when he can’t have his way throws a major tantrum. I have discussed Peter’s immaturity over the years but he pushes it to the limits and is largely responsible for the visible dilution of the brand; because he has consistently made their private business disputes public and available on the highways of social media.
6. There is brand dilution and the image is tarnished: The band members have had physical fights, social media fights, the band members now all have their own record labels with new acts which directly competes in the same music market as Square records. Equally worse, the band members continue to dilute the strength of the brand with how they market and promote their personal projects. Peter, for example, has “P-square” on his public profiles alongside his new stage name ‘Mr. P.’ Until the last major fight, Jude Okoye listed both Square Records and Northside Records on his public profiles. It is an overall mess. And by the way, while one of their sponsors, Glo, has released a statement saying they would not drop P-square as ambassadors amidst rumors that they would be dropped, it is only a matter of time before they pivot.
Why? When you sign a celebrity as a brand ambassador what you are banking on is that the celebrity is using his/her goodwill to attach to your brand and drive interest for your products or services. When that goodwill begins to change to bad will and the celebrity’s own fans feel distressed, sad, much angst and frustration, the last thing they are thinking about is buying your products or services. They will most likely go somewhere else that makes them feel better. We’ve seen this over and over again in the music business worldwide and certainly saw this with the breakup of Mo’Hits records. If you are a brand, now would be your time to cut your losses. If you don’t and wait till the very end, you will lose a lot of money and worse could attract the same bad will to your brand image. You bought into the goodwill and brand strength. The goodwill is fast eroding what are you waiting for?
7. P-square have outgrown the brand. In addition to the reasons already cited, P-square is officially over because they have simply outgrown the brand. P-square began almost two decades ago (eighteen years now). They began as boys. The boys are now men and have outgrown the brand. The fighting is one evidence of this fact. They fight because they want new boundaries, they want to push themselves and test new limits and want change. This is not uncommon in any relationship or the music business. They can do a strong pivot and allow each other to grow within the group or they can all do their own thing.
They are now all doing their own thing and they have left P-square and Square Records without a vision or an agreed upon musical direction. Now, all they need is the courage to dissolve the band. They need to preserve the integrity of the brand rather than hang on and tarnish the brand image the way they have been doing. At this point they are even creating resentment among their own fans.
By the way, what makes them hang on so tight? Fear. Fear that they may not be able to repeat the global success they created with P-square with their individual brands. Have you ever had a relationship you hung on to for so long? You knew you should let go. When you are in it you are stressed to the maximum, very unhappy and want more. There is no communication and when you communicate, you fight all the time. Why did you not let go? The most likely answer is you were afraid. Afraid of failure. Afraid of the unknown. Afraid that you have invested so much time and energy and may never find love again, all lies by the way. It is no different in a business context with this much time invested.
Okay. Let’s begin to wrap this post up. There are many more reasons why this band is officially over but let’s focus in on termination of Square Records and what happens to the assets of the business.
As I have indicated too numerous times to count on this blog, from the outset when you decide to go into a contractual relationship with anyone, you should focus in on the termination clause. Relationships come and go. It is a fact of life. The key question with any relationship is not if it will end but how will you and those involved in it end it? Also, you want to have that discussion and decide while you are still in the honeymoon phase because when that time comes, you may not be on speaking terms with the business partner you thought you couldn’t live without. Here are the basic steps the band or anyone in their shoes should take to dissolve a music business:
- Peter, Paul and Jude should call a board meeting and vote to close Square records. They need to make sure the official records/minutes of the meeting reflects their resolution to dissolve the business.
- They should discuss and agree, in the meeting, on dissolution of the business, paying employees, creditors, canceling any third party contracts, selling their business assets (liquidation) and distributing the remnant assets to themselves once they take care of the debts of the business.
- They should file the appropriate paperwork for dissolution with the Corporate Affairs Commission, the agency that regulates businesses in Nigeria, and also cancel any business licenses, and registrations.
- They should also close any financial accounts relating to Square Records and check with their accountants to make sure any tax obligations are met.
What about the music catalog, who owns it?
If the brothers have done things correctly, then Square Records owns all the musical recordings of P-square . The majority of the lyrical compositions will most likely be owned by Paul Okoye since it is said that he composed most of the band’s music.
However, if Square records had a publishing arm and Paul and Peter signed over their publishing to Square records, then both the sound recordings and musical compositions are the business assets of Square records, subject to the applicable limitations/terms of their contracts, and the discussions above would apply. If they have not, then we have a D’Banj and Don Jazzy situation where the business may or may not own the music catalog; or may own it as joint authors with Paul and Peter Okoye. This creates a messy and sticky situation given the brothers can’t get along as it is. So, they will definitely need a lawyer to help them with this. Actually, a competent entertainment lawyer should be involved in the dissolution process from the beginning to the end. Ending the relationship formally so they can preserve the brand is not only a good move at this stage, they can and will also continue to make lifetime income from licensing their music worldwide.
My final words…there is beauty in letting go. Many times, the best opportunities and happiest relationships we can ever imagine come because we finally had the courage to let go of what we thought we had to hold on to.
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Credited for several firsts in the fashion and entertainment industry, Ms. Uduak is also a Partner and Co-Founder of Ebitu Law Group, P.C. where she handles her law firm’s intellectual property law, media, business, fashion, and entertainment law practice areas. She has litigated a wide variety of cases in California courts and handled a variety of entertainment deals for clients in the USA, Africa, and Asia. Her work and contributions to the creative industry have been recognized by numerous organizations including the National Bar Association, The American University School of Law and featured in prestigious legal publications in the USA including ABA Journal and The California Lawyer Magazine.
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