An AML reader wrote me and asked, “Can you write about this ‘Psquare against their management Jude okoye’ issue pls?” The answer is “yes.” Here is my view on the brouhaha that I think could end up really ugly if it continues the way it is. By the way, remember almost two years ago, April 2014, the brothers were involved in a physical altercation, one that was also rumored to also involve their music business Square Records.
First, Peter Okoye is right. Jude Okoye needs to step down as a manager for Square Records.
Three years ago, when Jude Okoye announced that he was signing Cynthia Morgan to his personal label Northside Records that he had just launched at the time, I questioned the ethics of doing so, given his role as President & CEO of Square Records and also a manager. I also called out the obvious conflict of interest issues and also said he had to choose one because in the long run, it would be detrimental to Square Records. I emphasized that just because it is family doesn’t mean you can just “do anyhow” with the family business. I also stated that in my legal practice, the biggest disputes I have seen has been among family members doing business together. In relevant part, here is what I had to say exactly three years ago:
“First, for the benefit of persons who do not know Jude Okoye, Jude Okoye is the eldest brother of Paul and Peter Okoye (twins). The twins make up the band called ‘P-Square.’ On the continent, they are megastars. In Europe (UK and France especially), they have gained and made some solid strides among music lovers. In the US, among the African diaspora, they are also a huge hit. In terms of America, as of last year, they linked up with Rick Ross and did a remix to one of their songs that was just dope and just a few weeks ago, Jermaine Jackson gave a shoutout to the duo for the great tribute they paid to the late Michael Jackson. In short, they are very good.
However, P-Square also has a third wheel and integral part of their team. His name is Jude Okoye, a man that thought to even start the band and has managed the duo to success. Jude is the President and CEO of Square records. Presumably and there is no evidence to refute this, Jude also holds shares/stocks in Square records. There has been no formal appraisal, at least one made to the public, of the value of the company. Nevertheless, given their catalog of music, their music distribution deal with Universal Music Group (June 2012), real estate investments, mansions, jet lifestyle et al., it can be fair to say the value of the company is well within, at least, more than US $1million, if not more.
So, that’s the background of this trio. Now, let’s get back to Jude Okoye, our central focus for this article.
Jude Okoye as an officer and President of Square records, as you all know or should know, has certain obligations, under Nigerian Company (Business) Law which run very parallel to Corporate or Business law in many of the states here in the USA.
What are these obligations?
First, understand that Square Records is NOT Peter or Paul or even Jude Okoye. I explained this concept during the D’Banj v Don Jazzy Mo’Hits debacle and again during the Obi Asika v. Olisa Adibua debacle. The corporation itself is a separate entity from its owners/shareholders. For Company/Business Law purposes, we treat the business as a separate “person” or human being.
Second, Jude as an officer of Square Records owes square records the following duties, among others:
a) an undivided and unqualified loyalty;
b)a good faith duty and degree of care as the average person in a similar position;
c) Jude cannot profit personally at the expense of Square Records, and he cannot allow his private interest to conflict with that of Square Records. He acts in the corporation’s behalf and cannot engage in transactions where he is an interested director/shareholder, or in situations where he usurps/steals the company’s opportunity.
Let’s talk about usurping a corporate opportunity.What does that mean?
a) If Square Records can financially undertake a transaction that Jude wants, guess what? It goes to Square records.
b) If Square Records has an interest or reasonable expectation of interest in a transaction and it will give an advantage to Square Records, and Jude wants it, guess what? It goes to Square Records.
c) If the transaction is logically related to the kind of business Square records runs and Jude wants it, guess what? It goes to Square Records and it is not relevant sef that Square Records says “no, you keep it.”
Now let’s apply some of these basic legal principles to the facts here.
1. Jude Okoye is President and CEO for Square Records. He is also President and CEO of Northside Music Records.
2. Cynthia Morgan a seemingly strong artist shows up through JTON Records at Jude’s door. Who should get Cynthia?
The obvious answer is Square Records. Why? Well Jude has a fiduciary duty and undivided loyalty to Square Records. Also, there is a clear conflict of interest. Jude runs Square Records and Jude an officer/director/shareholder is busy trying to run a music label side by side with Square Records. He is competing with Square Records and taking the opportunity the label would and should have for himself.
1. Siblings Working Together: In my experience representing clients, especially in business litigation matters, the worse kinds of battles are those involving family. EVERYONE NEVER believes they will have a falling out with their siblings, cousins, mom, dad etc. because it’s blood, it’s family.
There is a presumption that they know you so well and you them. It ain’t true, really. Money, managing money, and doing business together brings all kinds of personalities/character out of people you never knew possible, even if they are family.
Jude has been clear he is stretched thin in so many interviews, I lost count. He micro manages on so many levels and the result so far seems to be working very well for Square Records. Nevertheless, taking on this new talent under a different label, his personal label, would create an inherent and inevitable conflict and will result in two things: a) Cynthia ultimately being neglected; or b) Jude using Square Records resources, people and management for Northside Music and getting the books mixed up.
This is because it just is humanly tough to try to be very disciplined managing two competing businesses in the exact same category of which you are the President of both companies. It is very tough.”
So folks, here we are three years later and the ugliest of battles between P-Square and Jude Okoye is only just beginning with a focus on Jude working as a manager for the label.
And what do I have to say about it? To me, from the onset, as I said three years ago, Jude Okoye has a divided loyalty and simply cannot do it all. He needs to stop trying to control everything. There is no reason for him to want to act as a manager for P-square. He has outgrown the role. A good leader does not insist on being tied to the waist forever with those he leads. A good leader creates leaders who go on and create more leaders.
Jude has a stake in Square records, as a shareholder, and he is still an executive officer of the brand. He gets a say in how the business is operated, certainly on the board level. Now, stop hugging every aspect of the business in such a suffocating level. Work with your fellow shareholders, the board and the officers, where necessary, to hire a new manager for the group.
If Jude won’t comply, then P-square will need to resort to a court of law to make him do so. As it stands, in my view, Jude occupies a role that has created so many conflict of interests; and he should be grateful for the opportunity to let go as a manager because it is simply reckless and not in the best interest of Square Records to do business the way he has. But given how stubborn Jude is, it might take an all out legal battle to make him give up control.
Peter Okoye has his issues and for the most part, gets a lot of criticism, as he should, from the public based on his often public display of downright immature acts, to the point where he is tagged the “troublesome twin.” However, Jude’s attempt to make Peter seem like the “crazy” one or person with “issues” will not work. This is about business and Jude, in my view, needs to go and should have been gone three years ago. It’s time for Jude to stop being so egocentric, me driven and a controlling tight fisted owner/co-owner/big brother of Square Records. Also, the idea that just because you are a sibling and an older one means you must force yourself on a band to be their manager is just nonsensical; and again shows Jude does not have the best interest of P-square in mind, even if he thinks he does.
Let go Jude. Let go!
NOTE: As I say often, Social media is not the place to handle disputes of this nature. This is a global brand and everyone is watching. If you cannot handle your business affairs internally, it makes it hard for people to want to do business with you, and those in business with you may feel threatened about their investments. There are entertainment lawyers available to help with disputes like these. Please take your issues in-house Peter. A house divided against itself has never stood and will never stand. Engage brilliant legal minds who are sensitive to the fact that this is also family to help you resolve this issue.
UPDATE: Paul Okoye has responded and seems to be siding with Jude Okoye. Whether Paul sides with Peter or not is irrelevant. There is a clear conflict of interest here. Jude Okoye by virtue of occupying his role as a manager, an officer, and shareholder of Square records; and doing the same for his own label Northside Records, Inc. has created too many conflict of interests to count. The fact that we have this dispute is just exhibit 1 and illustration of his inability to manage the band and also place the band’s interest at the forefront. He needs to on his own accord, step down. It is the right thing to do. Not doing so is to defiantly break the law.
Paul Okoye Tweets
Jude Okoye Answers
Paul Okoye Tweets & Peter Answers
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