JSEL recently sat down with Patrick Ragen, an Associate at Ziffren Brittenham in Los Angeles, which specializes in negotiating, structuring, and executing transactions in the entertainment and media industries.
Patrick is an attorney in the firm’s film and television group, representing writers, actors, athletes, directors, producers, production companies, and rights holders in the film, television, and digital media industries.
Q: So tell us a bit about how you got into entertainment. What has your career looked like?
Well, I went to Stanford undergrad, I majored in International Relations with a minor in Chinese, which has almost nothing to do with anything that I did for the rest of my career. I was trying to figure out what I wanted to do. I wanted to be in music, and then I was kind of seeing that the music industry made the film/TV industry look like the most reputable, respectable industry in the world.
So, I decided to kind of go for the film/TV route. I graduated college without a job. I was looking at job boards and contacting random alumni, and I ended up getting an interview with William Morris, just to be in the mailroom, to be a floater. So, I did that; I was a floater for about a month, and then I got put on the desk of a woman named Nicole David, who was the original voice of Velma on Scooby Doo. Nicole is an old-school, motion-picture talent agent. By the time I got there, she had been doing this for 30-40 years. Her clients were like, Whitney Houston and Patrick Swayze and Julie Andrews. So, it was a really interesting first exposure. I’m still great friends with Nicole. I learned a lot about the expectations and the lingo of entertainment.
Q: Did you want to be an agent?
Not exactly. What I didn’t learn from William Morris was how to get into the intricacies of the deal we were making for our clients. There are many agents that do that, but a lot of the agents are just doing the top five-ten deal-points and leaving the rest to the lawyer. And I was more interested in knowing everything about the deal than being the one who got the work, rubbed shoulders, made connections, pitched my client (who might or might not be right for a given role). That wasn’t right for me. If that’s right for you—there was someone in my assistant class who had just graduated from Harvard Law School. And he is now a very successful production executive at a company that just signed a massive overall. But, you know, he went to William Morris and was making $10 an hour and working all the time, for unsympathetic bosses. And most people don’t go to Harvard Law School planning to do that.
So, because of my own interests, I took a couple of months off to take the LSAT. Ultimately, I was very blessed to get into Harvard. Like I said, I chose it over UCLA and USC, even though Ken Ziffren, who I work for, teaches a course at UCLA. So, I knew there was some stuff I was leaving on the table. But Harvard was absolutely the right choice, the best choice I could have made.
Q: How was your law school experience?
1L was obviously not easy. I can’t even begin to say how much I applaud you, in any year of law school, who have had to do this virtually. For me, the social aspect of Law School was very important and meaningful—you’re all in this same struggle together. Regardless of what paths other people go on, it’s just a connection that really just never leaves you.
Anyway, I went to Harvard and was still thinking of how to stay on the entertainment route, but not letting it dominate my focus, because I would have gone crazy. I took the Entertainment Law class. I enjoyed it. I was very active in the Entertainment Law societies.
Q: How did you transition back to a position in the industry?
So, the way that I ended up getting back to it, was that my old agent boss, Nicole; her assistant from 30 years prior to me, a guy named Robert Offer, a partner at a boutique firm comparable to mine called Sloan Offer Weber & Dern. I met with him, I said “we were both assistants to the same person thirty years apart, so you have to help me out.” He understood, because being an assistant to someone is a very special club. So, he agreed to help me out. But what he told me is: “the issue with boutique talent entertainment firms is that no one wants to train anybody. We’re all very busy and a little self-involved. So, you’ve got to do as much as you can on your own to show that you’re worth our time. And the best way to do that is to go to a Big Law firm, so that way they’ll know that you’ve at least been trained as a contract lawyer.”
I thought I already paid my dues by being an assistant for two years and going through 1L. But the dues-paying wasn’t over. So, I decided to go that route. Specifically, I looked for Big Law opportunities that were entertainment related. Ultimately, I ended up going to Akin Gump, because it had—and still does have—one of the finest film finance departments in the legal world. They mostly represent the bank side, but they’ve been responsible for structuring most of the deals that get big movies made. And that was, you know, something I wanted to learn.
Q: Once you landed at Akin Gump, were you tempted to stick around for a while?
I was learning a lot and I really did enjoy the people I worked with at Akin. But in my heart, I always wanted to do talent work and to be on the talent side. So, after about a year or so, I started looking. I called Robert Offer again. He set me up with a bunch of lawyers at other boutiques. They all said, we don’t want to train people, but you do have an interesting background. So, I met with five other firms, including Ziffren. And then finally, I met with Bloom Hergott, which was a firm that represented Frank Marshall and Jerry Bruckheimer and just a bunch of big names. They were a firm that mostly had attorneys over the age of 50. There were about 19 of them. They didn’t have anyone to do their paperwork, essentially. So, they brought me and another associate in at the exact same time. I basically cut my salary in half, but was happy to do so, because it’s the kind of opportunity where you take the risk to do that.
The big thing there, was that they took the time to basically train me up in entertainment law. And that is the golden ticket; that’s the hardest thing to find—experiences that will train you first-hand in how to be an entertainment lawyer. And I did it there. It was non-stop; I was working for everybody. But it was an experience that I highly, highly value. I was there from very late 2014 through 2019.
In 2019, some of the top partners retired and then, the firm basically split apart. I worked for a lot of people there, but there was one guy that I really got on well with, and his name was Greg Slewett. So, he decided, rather than going on with the next iteration of whatever that firm was going to be, he had a lot of good friends at Ziffren Brittenham, which is kind of the OG firm in this field. I mean, Ken Ziffren is known as the czar of entertainment, Brittenham is known as the greenlight king, because production companies and studios will come to him to decide whether to greenlight a studio. Matt Johnson represents half of Hollywood, from Jamie Foxx to Alfonso Cuaron. P.J. Shapiro represents the other 49% of Hollywood. That’s an exaggeration, but that’s kind of the reputation that [the firm] has.
Q; What was the culture like there?
That’s the other thing. Ziffren has a real reputation of being a “tough but fair” firm. Different firms have different reputations; some develop reputations as more hard to deal with. We do not have that reputation.
So, I kind of went with Greg as his guy. And it’s been really great. It’s been immediately just a huge jump in access and responsibility and the level of clients.
So, it’s all kind of worked out—semi-planned, semi-unplanned. But, you know, the most important thing was positioning myself to really get the experience so that I could truthfully say to myself, to my bosses, to my clients, that I could do the work for them.
Q: About the work itself; could you give us a sense of what your day-to-day actually looks like?
It is the biggest range of simple and complex stuff every day. I think probably more so than other, more focused corporate lawyers. Like, I will be arguing over the intricacies of a new back-end definition that Apple is rolling out on one call. And then on the next call I’ll be having an even more heated conversation about the parameters of our client’s nudity rider. Because, I mean, those get intense. And then, you know, you’ll be doing a complex rights deal, and then arguing over whether they are able to accommodate this person’s preferred hairdresser. And in the moment, your client will care much more about the hairdresser than the back-end definition. Two years later they’ll kill you if you don’t get the back-end definition right [laughs].
So, it’s a lot of calls about that. It’s also a lot—especially at the level where I am, but it never really goes away—of paperwork. For our counterparts, who are business affairs and studios, there are some business affairs departments where the BA department only does the deal, and they shift it off to legal to paper the contract. But we do both: we’re making the deals for actors, directors, writers, producers. And then when the hundred-page contract comes in, we have to get into the nitty-gritty of that as well. And as you’ll come to find out as a lawyer, the reason they harp so much on issue-spotting in law school is: people are usually trying to trick you, all the time (usually within the bounds of good faith). So, our job, in trying to review the paperwork, is to spot the tricks that don’t line up with the deal that was made, or that clearly go against the precedent that we have. And, yeah. It’s a lot of back-and-forth with BA, back-and-forth with legal. And then it’s a lot of client interaction. With their teams, their agents, their managers, strategizing.
Q: Okay another question. How do you actually start to build out that client list?
That’s a really good question. For people who want to do this, and be on the talent side, there’s always that inner-goal of wanting to have your own client list.
Of course, when you start, they’ll tell you not to focus on it, and you really shouldn’t. You have to at least know what you’re doing, and what to talk about. So don’t feel bad if you’re not getting people in your first couple years. Once you have a basic sense of low-to-mid-level deals, you can start dipping your toes in. And the way that you dip your toes in is organic: you’ll be working with your bosses’ clients, but you’ll be working with the managers and agents all the time. The managers and agents feed us 80% of our clients.
Early on, I would bring in a higher-level attorney, and say: “I got this opportunity, I really want to do it, can you help me out with this.” And that really helps lend some expertise to a client you might otherwise not be able to snag yourself. But there’s not so much like, going to talent shows, or watching TV shows and looking for the credits, and saying I want to sign that actor there. You let the agents and managers do that for you. If they send you somebody, you still need to look at their stuff, read their scripts, make sure they’re someone who would fit in with the kind of business you want to build. But you don’t necessarily need to be the one identifying the next big thing.
Q: Do you have any specific advice for law students? What kinds of skills should we be trying to cultivate to be effective dealmakers?
Well, much of it is experience-based. There’s a reason you start by reviewing all the contracts. That’s because you see the entire breadth, from the huge high level monetary deal terms, the type of fee the talent is getting, the guarantee, the back-end, if there are options on the talent or not. Down to the indemnification or the insurance. And if you mess up on the insurance provision and say that they can terminate the actor for an inability to qualify for insurance after principal photography has started, then you might have messed up the deal as much as if you left $500,000 off of the talent’s fee. It’s hard to get your hands on an entertainment contract. But just have the understanding that, when your head is buried in a contract, and you’re bored out of your mind marking it up, that it’s all part of making you a better dealmaker. So, it’s not something that you can just wake up as a 2L or 3L and start doing. You really need to be so well-versed in the breadth and details of what are in a contract. So, when you get to the point where you’re only negotiating the top 10 or 15 things that are going to be in that contract, you understand why it’s important, you understand the shorthand to use, and you understand what the leverage push and pull points are. You just have to keep learning.
Q: What about doctrinally? If someone wants to become a talent attorney, are there any special classes they should focus on in law school?
So, there’s a couple. Take your entertainment law class, go to everything your [extracurricular] entertainment group puts on. Take Copyright. Take Negotiations, if your school offers it. Pay attention in Contracts.
There’s one other, that will seem very out-of-left-field. But I took a class my 3L year called Law and Psychology. It’s one of the best classes I’ve taken in my life. And it was a good thing to take your 3L year, because it kind of tied all the threads of what you’ve been learning together. There’s also a lot of psychology in negotiation and communication. And, describing certain legal concepts in a way that’s psychologically pleasing, ends up being a big massively important part of what we do.
Q: Okay, finally, one last fun one to end on: what’s your favorite deal that you’ve put together?
That’s hard [laughs]. You know what, I’m going to say there’s a lot of deals that I’ve worked on with partners that have been great, that have been like, huge acting deals or multi-million-dollar overalls or rights deals, things like that. But what you’ll find, if you become a talent lawyer, are the things that mean the most are the ones you did all on your own for your own clients.
So, I represent a young Nigerian writer, and he sold a script to Netflix that’s going to be produced by the Obamas. And we were able to get his deal up significantly more than when it first came in. He’s able to be involved day-to-day on the production. If they don’t make the movie in a couple of years, he gets it back to try to develop it elsewhere. And he gets to send his mom a press release that says he’s making a movie that’s going to be produced by the Obamas. I’m a smaller part of huge deals for Jerry Bruckheimer every day. But that deal, that I was able to make for him: to hear the gratitude in his voice for getting it done and putting forth that opportunity. That’s part of what made me want to become a talent lawyer. You really are protecting people in an industry that, by its nature, wants to take advantage of them—wants to be able to exploit their ideas for as little compensation as they can. So, if I’m able to help someone really worthy with that, those are the most rewarding deals for me.
Interview by: Will Walker, Online Content Chair for Entertainment for the Harvard Journal of Sports and Entertainment Law and a second-year student at Harvard Law School (Class of 2022).