Guest Post: UK Official Investigating PledgeMusic Directors, Asks the Public for Information

By Chris Castle

Don’t believe the headlines–just because there’s no money for artists from the PledgeMusic bankruptcy does not mean that the story is over.  It just means that justice is going to take longer.  If you were paying attention, it should have been obvious from the beginning that PledgeMusic was a financial roach motel–the money goes in but doesn’t come out.

In the least suspenseful story of the decade if not longer, it appears that PledgeMusic’s officers and directors ran the company straight into the ground.  It’s unclear from the Official Receiver’s report (which is available here) whether Pledge had any cash on hand when it filed for liquidation.  The Official Receiver appears to value the company’s intellectual property at £20,000 as its only asset.  Pledge had £7.4 million in “debt” so nothing for the artists or anyone else.

However, the really important part of the Official ReceiverReceiver’s report relates to the officers and directors.

Pledge Liquidator 1

So unpacking that paragraph, the directors seek to avoid liability by saying they weren’t involved with the “day to day running of the company”.  Well, no kidding.  That’s why they are directors.   But they are answering a question that isn’t relevant.  The question is not whether they were involved with the day to day, the question is what did they know about the company’s insolvency and when did they know it?  A related question is whether they were willfully blind about the financial condition of the company?

It is difficult to understand how they couldn’t have known about the company’s financial condition.  This is not something you find out from interviewing Benji Rogers.  This is something you find out by examining board minutes, financial statements, internal accounting, and of course internal emails.

It must be said, of course, that stating that “the company continued to operate as previously” begs the question “previously” to what date?  And of course, if it continued to operate as an insolvent, that doesn’t really help them.  At all.

Let’s not forget that to a large degree, once the board becomes aware that their company is insolvent, their fiduciary duty shifts from the shareholders to the creditors, especially if the board fails to disclose the insolvency to creditors and fails to seek bankruptcy protection (which goes by different names in the UK, administration or liquidation).

And that last sentence is also telling.  Why did the board seek legal advice about whether the pledge monies were or were not trust monies?  Again, answering a question that wasn’t asked exactly.  Who gave them this advice, what prompted the board to ask for it, when did they ask for it and what happened after they got the advice?  Did the lawyer also tell the board that they could tell the public they were soliciting funds for one purpose and then use the money for an entirely different purpose for their or the company’s own benefit?

You see, it doesn’t really matter whether the monies were held in trust if the entire process was a fraud.  But I’d still like to hear from that lawyer as to exactly what he or she told them–I seriously doubt that it’s quite as broad as all that.

But here is the punchline of the Official Receiver’s report:

Pledge Liquidator 2

It does not sound to me like the Official Receiver (the liquidator) views her work as completed.  What it appears remains to be determined now is whether the cause of the insolvency (or bankruptcy) requires further action, including a referral by the Official Receiver to Scotland Yard and/or the Crown Prosecution Service (which is essentially the prosecution arm of the Home Office–the people with the white wigs for the BBC watchers).

Artists should feel free to call the Official Receiver at the number they gave or I believe you can still email to LondonB.OR@insolvency.gov.uk using the matter LQD5671373 in the subject.

@Hypebot Posts Claim Forms for PledgeMusic Bankruptcy

Thanks to the good work by Bruce Houghton at Hypebot, we now have the form you need to file if you are owed money by PledgeMusic (which of course Pledge didn’t bother to post) and an email address to send it to.

This is good for fans who pledged but believe their money never got to the artist, the artists who are owed money by Pledge and of course the vendors who are owed money for goods they made or services rendered for Pledge campaigns (like Bandwear that is apparently owned $200,000).

Here’s the info from Hypebot:

“On the subject of filing a claim for monies due, Insolvency Examiner Erica Baker wrote:

“If you are owed money by the company then you should arrange for a Proof of Debt form to be submitted as soon as possible – I will ask the case officer to send you a form.”

While lacking a firm deadline, the form is fairly straightforward. Any artist, label or fan affected should fill out the form and send it in with any receipts or proof asap. Download it here.

UPDATE: The form can be returned via email to Sultana.Begum@insolvency.gov.uk

We’d love to hear from artists and others their experiences with the Insolvency Service.”

We would love to hear, too, so if you want to leave a comment and we will post them.

You can read the full Hypebot post here.

How to Contact the Court in PledgeMusic Case

PledgeMusic had posted this information on their website when we checked today:

As a result of the making of the order, the Official Receiver becomes liquidator of the company. Any enquiries should be forwarded to LondonB.OR@insolvency.gov.uk, quoting reference LQD5671373.

We gather that what that means is that if you are (1) an artist who is owed money by PledgeMusic, (2) a fan who gave money to an artist who you think did not receive your money from PledgeMusic, or (3) a vendor who didn’t get paid because PledgeMusic didn’t pay your artist, then you should write to that email address which we assume is for the “Official Receiver” who is now in charge of running the case.  (OK, that does sound like a character out of Harry Potter, but that’s how it is.)

We also assume because Pledge didn’t say that there is a deadline for submitting your claim there probably is one.  That’s probably why PledgeMusic didn’t say what the deadline was, a fact they almost certainly know very well.  Because if you fail to get your claim in on time, there’s more for them in the pot.  Ponzi to the very end.

You should take legal advice about what you should say and how to handle it, but if you can’t afford a lawyer you could say in your email that you think you are owed money, how much and why, and ask them what you should do about it.  It probably wouldn’t hurt to tell them what you have done to try to collect your money from Pledge and the approximate or exact dates you tried to get their attention.

And be sure to tell the Official Receiver if you think Pledge breached its obligations to you or otherwise did you wrong, threatened you, or any other bad stuff.

The Official Receiver probably frequently deals with people who are owed money and have no lawyer so don’t be shy about it.  The Insolvency Service (who actually appoints the Official Receiver) also responded to Chris Castle on Twitter:

Insolvency Service 1

We will keep you posted with more information as we find out.

Attorney Chris Castle Talks About What is Happening at Pledgemusic on the Music Biz Weekly Podcast and Reading List

What are the chances that PledgeMusic will just disappear into the night, never file bankruptcy/administration, never pay back the artists, fans and vendors and never disclose how much money they owe the artists?  The less they talk about Pledge’s misdeeds, the more likely that Pledge is simply never pursued by anyone and the statute of limitations will run.

What PledgeMusic should do is voluntarily publish their financials and bank statements from the beginning until today so that all the artists and consumers can tell what what in the world was going on and be able to compare it to what they were told by Pledge and who was on the board when the problems first arrived.  It would also be nice if they published all their board minutes (assuming they have any).

If that seems aggressive–understand this:  The longer Pledge is allowed to delay (and they’ve managed to delay for nearly a year) the more likely it is that they will say the books were “lost” and no one will ever know.

No government is looking into what happened as far as we know, and nobody else can afford to pursue them.  We agree with UK Music that called for a government investigation into the apparent shenanigans at Pledge as Billboard reported:

Following the news that PledgeMusic had declared bankruptcy, Michael Dugher, ceo of umbrella organization UK Music, demanded a government investigation into the troubled UK-based crowdfunding platform.

On Thursday (May 9), Dugher wrote a letter to small business and consumer minister Kelly Tolhurst, imploring her to look into PledgeMusic’s “speculated collapse” as the company heads into administration, and refer the case to the UK’s Competition and Markets Authority (CMA). “As a consequence, creators who used PledgeMusic’s services are likely to lose money if it goes into administration without resolving its outstanding debts,” he writes.

“Emerging musicians often rely on crowdfunding platforms to raise capital to support album recording costs, music video costs and other capital expenditures,” he adds. “Musicians should be able to trust crowdfunding platforms to fulfill their obligation of delivering money pledged by fans and supporters.”

UK Music Letter

 

Pledge Music Reading List:

Guest Post by Iain Baker of @jesusjonesband on the PledgeMusic Situation (MusicTechPolicy)

Guest Post by Iain Baker of @jesusjonesband: An update on the PledgeMusic Debacle (MusicTechPolicy)

Guest Post by Hattie Webb: The day I broke into the PledgeMusic office (@hrdwebb) (MusicTechPolicy)

Crowdfunding Site PledgeMusic Was an Antidote to Music Biz Middlemen—Until It Cheated Artists Out of Millions (Pitchfork)

PledgeMusic’s Failed Promise Leaves Artists in Limbo and the Future of Music Crowdfunding in Jeopardy (Billboard)

Paste Media Group Acquires NoiseTrade From Embattled Crowdfunding Platform PledgeMusic (Billboard)

Where Was the Board? Some Thoughts on Potential Legal Issues in Pledge Music “Administration” Bankruptcy (MusicTechPolicy)

Another Loose End: PledgeMusic’s Non Profit Messaging But For Profit Motive (ArtistRightsWatch)

 

Guest Post by Hattie Webb: The day I broke into the PledgeMusic office (@hrdwebb) — Artist Rights Watch

via Guest Post by Hattie Webb: The day I broke into the PledgeMusic office (@hrdwebb) — Artist Rights Watch

I did something relatively gutsy and not entirely unprovoked, I broke into the offices of PledgeMusic.

On the evening of Friday 1st February 2019 I saw artists posting online that PledgeMusic was in financial trouble. A shock of adrenaline surged through me. For 20 months PledgeMusic had been stalling paying me £5.4K, the final instalment of the money I had raised on the PledgeMusic site to pay for the making and release of my first solo album ‘To The Bone’. PledgeMusic received 3.1K in commission of the total 17.3K of income of pre-orders. (The campaign commenced in December 2015.)

On Monday 4th of February, with a fire in my belly and after no response from the phone lines at PledgeMusic, I looked up their office address, took the train to central London and went for the first time to the PledgeMusic offices in Soho (a very beautiful office I might add). When I was told by reception that the office would not receive anyone, I asked where the toilets were. I then walked past the toilets, hiked up the stairs, opened the office door and plonked myself down on the communal sofa.

A PledgeMusic associate approached me and I said I would not leave until I could speak with the director.

I waited. Malcolm Dunbar was on the phone in the main boardroom, I could see him through the glass wall. There were about ten people working at their computers across the office space. The environment looked buoyant. I had a moment thinking, “maybe this crisis is not as bad as we thought?”. My hopes were short lived. Malcolm signed off on his phone call and ushered me in.

I said because no one will reply to me, I have had to come to them. I demanded they transfer payment or I would not leave the premises.

After 20 months of having faith in their explanations, after my many phone calls and zillions of emails sent since my campaign completed in June 2017, I needed to see action.

One might ask why I had not seen the red flags sooner. I’m a little ashamed to admit, it was mainly because of the calibre of the other artists that chose to work with PledgeMusic, artists I admired immensely. These artists had chosen this new creative home, leaving their previous old music business model abodes, to great success. How current it is in todays climate, that credibility can be so blinding it shrouds the real truth. I was gullible as to what the real reasons were for these extensive delays.

These are some of the many explanations I had previously received:

“at the moment finance are going through some procedural changes and they’ve got a slight backlog in payments”…”we’ve been experiencing delays due to PayPal terminating us using them as our payment provider” …”a backlog exists, and the process is manual because it’s been forced that way by the hand we’ve been dealt” …“we now work with a far inferior back up payment provider” …”it’s where we’re at and we’re doing our very best to catch up” …”the knock on effect has been more impactful than we ever imagined it would be” …”I’m very very sorry to hear you’ve still not received this payment. I did request it back when we last spoke and am trying to find out why that wasn’t paid” … “I understand this is in no way helpful to you right now, but it’s where we’re at and we’re doing our very best to catch up.” …”I’m planning another payment this week against the balance owed and we’ll get the full balance up to date in early Jan 2019.”

The list goes on.

I said, I feel like an idiot for believing it all. Not once were the real reasons mentioned.

I spoke with Malcolm for over an hour and part way through, Paul Barton joined. They said that there was no way they can pay me until new potential partners come on board as New York has stopped all accounting.

I asked to speak with New York.

Malcolm called the new financial director Jim on his mobile phone in New York (who had apparently been with Pledge for a month) and passed on the phone to me. I asked for an explanation as to why we all haven’t been paid. Jim suggested that I get a lawyer to write to PledgeMusic to ‘stake my claim’. I said, I may have been previously naive, but spending another few hundred pounds to pay a lawyer to send a letter to sit at the bottom of an ever increasing pile was not something I intended to do.

I said I have actually been an ally and champion of PledgeMusic because of what they previously stood for. Their mission statement being that “PledgeMusic is dedicated to bringing innovative artists and passionate fans closer together than anywhere else…by giving artists a platform.” I know many extraordinary artists who haven’t had support from labels, who have taken the bull by the horns and with their bare hands, created, funded and released incredible albums with the support and platform of PledgeMusic.

I told them that eventually I had to get a loan for the amount of money owed to me by PledgeMusic to pay my team, print my cds, merch and to post them all out. I said that I only hope that this can be brought to a righteous place. That we all receive our rightful payments, raised with blood sweat and tears (truly) and to restore the belief that bands and fans had in them. That the level of transparency in their communications, particularly now in a challenging time, will shape how each of them individually and as a team are seen in this industry and in the world. How important is your word and code of honourability in life? To me, it is everything.

Paul said that the reason they have stopped answering my messages is that they had run out of things to say. I said there’s always something to say, even if it is to take responsibility for their current position and reiterate their intentions. I also said that when the public statement was sent out to press on Friday, how much it would have meant to all who had signed up with them, to have received an email illuminating us about the situation, versus us randomly reading about it online. I think we deserved that level of consideration. Surely there was one person in that office that could have been allocated that essential task? Or were the artists still a thing very low on the list of importance when it came to their music business model? This certainly didn’t fit their mission statement.

Malcolm and Paul said that it has been horrendous for them too, they looked deeply disheartened that so many artists are going through this and said that they personally have received a lot of abuse. I am sorry for this, no one should have to put up with abuse, but I truly believe that with more transparency, it could have been avoided.

They told me about their plans to have new investors and pay everyone by April. I asked directly…at this point, why would anyone have faith in their company name even if they do get bailed out? They said it would be the same platform with a complete rebrand. Plus that the artist’s money would never actually go to the PledgeMusic bank account, only the commission.

But it wasn’t enough for me without an explanation. I asked them how long the financial crisis has been going on at PledgeMusic? They said over a year. I asked them why they have prime real estate in the center of Covent Garden London as their offices (next to the very elegant private members club, ‘The Hospital Club’), particularly throughout the time they’ve been in financial trouble and whilst they are avoiding paying artists? I said this is not a good use of the money! I asked if there were some offices in Croydon or Staines, out in the suburbs they could have moved to? I didn’t mean to be condescending. We as artists had not been part of the conversation with how our money was spent. They both agreed and said those decisions came from New York.

They also said that the whole finance team had been fired due to disastrous and disorganised accounting.

Shockingly, they said that many of the PledgeMusic employees had been asked to max out their personal credit cards to help the cash flow.

They said that they had been financially sunk by the USA division of the company. Wrecked by the rebranding costs and an outrageous ambitiousness to compete with Spotify. Who really knows where the money went, but the money was gone.

I asked why someone hadn’t flagged this up sooner and reigned in spending money on fluff? Was this a trailblazing music industry model or just the same scenario swaddled up in community soaked language?

For someone like me who has also been through the sometimes deeply disheartening sausage factory of being signed to a major label, someone who has been financially and emotionally rogered by both major artist management and my own personal management, I’m sorry to say, I believed it. (I say all of this knowing I have been very lucky with the chances I have been given too, believe me.)

I laid it out that if they don’t reply to emails and now that their phone line is down, how can I trust their word that they will communicate with us moving forward? I have had the wool pulled for too long. What will happen if I walk out of this office, will I ever hear back from them again? They gave me both of their private mobile phone numbers.

When I left that day, I noticed their plastic ‘PledgeMusic heart-logo placard’ on the side table in their office. As I stepped outside onto the Soho street, there was a dark shadow where it had once been positioned on the outside main wall. It was an odd feeling, as if they didn’t want it to be known they were still there in residence.

(Side note: that night, I went to see Steve Ferrone play at the 606 with Hamish Stuart, it seriously kicked butt and was a welcome and joyful distraction.)

(Second side note: In December 2018 I did receive 1.5K of the amount owed, perhaps after my increasingly pressurising emails.)

Mostly, after the initial shock, at this point I feel sad to think of all the music, of the artists and their lives that have been detrimentally affected by PledgeMusic’s actions or lack there of. I know business is not a straight line, but for many, this situation is hugely more difficult than the shabby hand I have been served. Because my release was back in 2017, I was able to honour every one of the 524 orders of my album and merchandise that friends and followers had purchased, pre-investing in my album, before this shutdown.

Not everyone has had the chance for their work to see the light of day because PledgeMusic has a claim on it. There are also many people who have made purchases directly with PledgeMusic and haven’t received any merch. Most have had no response from PledgeMusic about the return of their money.

I am eternally gratefulfor those that invested and travelled with me on the journey of creating and releasing my record and for the extraordinary team of sound engineers, artists and collaborators I worked with. I had the time of my life making it.

I do feel heavy hearted that many artists with so much to contribute to this crazy world, have had a previously effective grass roots route destroyed. The connective tissue between creating and having the support to send that out into the world is an essential part of being an artist, there is a circular nature to it. The ability and freedom to fund and create has been savagely shredded by big business greed and a continuing lack of respect for the very artists that make it possible for the business side to exist. Not a new music business model as advertised.

Since all of this has happened, a community has been forming of artists affected in the fallout. For this I am also grateful.

At the heart of the matter, the passion at the core of creativity shall never be diminished! We are immensely blessed to have the freedom to express our truth in whatever form we feel, that is ever powerful.

As my friend Francesco Mastromatteo said “We work with something we can not see and we can never possess. Sound is simply always free and has an endless value”.

On Friday, I read that the sale had fallen through and that bankruptcy was inevitable for PledgeMusic. I read ‘the sale of which would be used to pay artists’. I immediately texted Paul and Malcolm to find out how these so called ‘remaining assets’ will be divided. Is it not the righteous decision at this final stage, to communicate directly with the artists with what will happen moving forward?

I have not heard back since.

[We’re honored that Hattie gave us permission to post her account of her personal experience with PledgeMusic.  You can find Hattie at HattieWebbMusic.com and her Twitter is @hrdwebb. Reading Hattie’s account is enough to make you stand up and salute as she banishes the ennui of learned helplessness to the dustbin of history.  I recall a Leonard Cohen lyric from “Everybody Knows” that could apply to the music business as a whole, more so with each passing day:

“Everybody knows that that boat is leaking, everybody knows that the captain lied….”]

UPDATE: Panel on The Pledge Music Crowdfunding Debacle

You’ve probably heard the news that PledgeMusic is fast approaching some kind of end.  You may have read Iain Baker of Jesus Jones story of the band’s encounter with Pledge here and hear.

Digital Music News reports giving a chronology of the events leading up to what seemed the inevitable fire sale result of “new boss” syndrome:

Now, a leaked e-mail has revealed how bad things truly are for Rogers’ company, and for artists who depended on the platform.

“Please, please, please buy PledgeMusic!  But, don’t worry.  You don’t have to pay back artists.”

Earlier this morning, Digital Music News received an interesting e-mail from an anonymous source.

FRP Advisory LLP, a UK business advisory firm, has been named the proposed administrator of PledgeMusic.com Limited and its subsidiaries (dubbed ‘The Group’).

With a pre-liquidation fire sale set to take place, FRP Assistant Manager Robbie Wirdnam has now sought “expressions of interest in the business and assets of the Group’ – i.e., PledgeMusic.

By way of introduction, I’m part of the corporate finance team at FRP and assisting my colleagues in the restructuring team, as the proposed administrators of PledgeMusic, in the marketing of the Group’s business and assets.  As you have previously looked at the opportunity on a solvent basis, I’m circling back to determine whether you have an interest in the business and assets for sale, ahead of an administration process.” [“Administration” in the UK is sort of like bankruptcy.“]

Wirdnam explains that the British crowdfunding platform faced two ‘pressures’ which ultimately lead to its demise – working capital pressures and a lack of ongoing funding.

This is serious stuff.  There’s potentially millions at stake and thousands of people worldwide who will be harmed, not only the artists but also fans and vendors, producers and songwriters.

UPDATE: As Jem Aswad in Variety notes in “PledgeMusic Nearing Bankruptcy, Although Sale Talks Continue“:

It should be noted that a buyer of PledgeMusic would be taking on the debts owed creditors, which include artists who launched programs with the company and owed money, which is estimated to be as much as $3 million total (here’s a small list of how much certain artists were owed, as of February). As the company has demonstrated in the past, tends to go to the most prominent, or at least the loudest, artists affected.

Hypebot also has a story on the FRP situation “Pledge enters pre-administration as buyer deliberates”:

UK based corporate advisory FRP has been named to contact potential buyers and value the company’s assets in pre-administration; while in parallel, the interested buyer finishes due diligence.

If no buyer steps forward within the week, PledgeMusic will likely enter Administration with FRP as the proposed administrator.

If you’re in Austin, Chris Castle is moderating a panel about Pledge with Jesse Moore and Peter Ruggero, two bankruptcy law experts.  The panel is co-hosted by the Austin Bar Association Entertainment & Sports Law and Bankruptcy sections  and titled “The Pledge Music Crowdfunding Debacle” on May 22.  Here’s the event description:

The panel will review the reported facts on the decline of PledgeMusic.com, a crowdfunding platform directed at independent artists, established artists with significant fan bases and labels.  PledgeMusic has taken in contributions from fans but has not paid out all or a significant portion of those funds to the artists for over a year. Many Texas consumers, artists and vendors have been affected by the company’s collapse.

The panelists will analyze the effects of this collapse on artists, the rights of consumers and vendors and the potential future outcomes if the company does not solve its financial crisis and seeks protection of the insolvency and bankruptcy laws.

As far as we know, this is the only response from the legal community so far.  Chris tells us that it is directed at artists, fans and vendors as well as lawyers.  $5 covers pizza and parking.

Deets are:

Wed, May 22, 2019
12:00 PM – 1:00 PM CDT

Austin Bar Association
816 Congress Avenue, Room # 700
Austin, TX 78701

Sign up with Eventbrite