‘The Pope of Hollywood’ : Ziffren’s Representation of Studios, Stars Is Challenged

In Hollywood, there’s one entertainment lawyer who’s so powerful that some colleagues fearfully refer to him as “the pope.”

Kenneth Ziffren of Ziffren, Brittenham & Branca arguably wields as much clout as any studio chief or network honcho, thanks to a thoroughbred stable of clients that includes Eddie Murphy, Harrison Ford and Ted Danson. He’s credited with personally resolving the writers’ strike that paralyzed the industry in 1988, and his small Century City office is said to take in more than $10 million a year.

But now Ziffren’s vast influence is the focus of attention for another reason. Conflict of interest charges have been leveled against his firm in two high-profile lawsuits--one filed by a former client and the other by a former partner. The suits allege that the firm has put its own interests ahead of those it represents. In the broader scope, they portray Hollywood as a place where deal-makers wield more control over movies and TV shows than the people who make them.

Ziffren denies any wrongdoing and said he expects to easily triumph in court. But in Hollywood, the cases are seen as a strike against the insular system in which a handful of top law firms represent both talent and their employers, occasionally at the same time.

“It’s a real dangerous issue,” said one top Hollywood executive who spoke on the condition of anonymity. “By the very nature of their business, these people represent producers, stars, sometimes even studios. The same people are in play all the time, so you’re bound to come across conflicts.”

The two cases against the Ziffren firm, which were filed separately, involve Philip L. DeGuere Jr., who produced the television series “Simon and Simon,” and Gregg Homer, a former partner in Ziffren, Brittenham & Branca.

DeGuere maintains that the law office conspired with CBS and Columbia Pictures Television to defraud him of more than $900,000 in connection with a television series deal.

Homer said he was fired for refusing to “take positions adverse to his clients’ interests when involved in deals with other clients of the firm.”

News of Homer’s suit was bannered across the Hollywood trade paper, Variety, late last month. The attorney, who joined the Ziffren firm in 1985, said he came under growing pressure to subjugate his clients’ interests to those of the firm and its top clients. Homer said the firm also cut his pay when he insisted on disclosing conflicts of interest. He did not cite specific examples in the Los Angeles Superior Court case.

Homer left the Ziffren office last year. His attorney, Thomas G. Stolpman, said Homer was ousted for challenging the status quo. “Everybody always says, ‘This is the way it’s done,’ ” Stolpman said. “But that’s just not an acceptable excuse, even in Hollywood.”

Ziffren maintains that the conflict-of-interest allegation is a red herring designed to divert attention from the real events surrounding Homer’s dismissal. In its formal court response, the firm calls the Homer suit “an act of desperation by a former partner” who “was unable to accept the fact that he did not measure up to the professional standards” of the firm.

The Ziffren firm contends that Homer’s career started to collapse when he alienated clients, outside lawyers, studios and network personnel, none of whom are named.

Despite the firm’s rehabilitative efforts, Homer eventually developed a persecution complex and was dismissed in May of 1991, the response states. The Ziffren firm says Homer was allowed to stay on for several months while looking for another job, and that he was generously compensated for his work, even as the partners were in the process of cutting him loose.

Both sides consider a settlement unlikely, though Homer would have to identify clients he alleges were victimized by the Ziffren firm if the case reaches court.

The stakes appear to be high for Ziffren, an intense, intellectual-looking man who favors fine cigars. At 52, he has been in the forefront of entertainment law since the late 1960s, when he joined forces with his father, Paul Ziffren, a top entertainment attorney and political power-broker in his own right. The younger Ziffren hooked up with attorney Skip Brittenham in 1978. Today, the 14 lawyers in the Century City office each handle 30 to 40 top-drawer clients.

The firm’s strong suit is TV. A 1989 article in American Lawyer said the Ziffren office represented one-third of the country’s prime-time programming. Among the top names: cable mogul Ted Turner, producers Brand/Falsey (“Northern Exposure”), James Brooks (“The Simpsons”), Stephen J. Cannell (“Wiseguy”) and Witt-Thomas-Harris (“Golden Girls”).

But the connections that give the Ziffren firm clout also put it in a gray area of legal ethics, critics say.

A good example is the television series “Cheers.” The Ziffren firm represents two of the show’s stars, Ted Danson and Woody Harrelson. It also represents the chairman of the company that produces the show, Paramount’s Brandon Tartikoff, and the entertainment president of the network that broadcasts it, NBC’s Warren Littlefield.

Ziffren has been Tartikoff’s personal attorney for more than a decade. When he was named Paramount chairman last year, Tartikoff credited Ziffren and agent Michael Ovitz of Creative Artists Agency with brokering the deal.

In one of his first moves, Tartikoff signed Harrison Ford to a star in a series of films based on Tom Clancy’s spy novels, the first of which was this summer’s “Patriot Games.” Ford’s attorneys in the deal: the Ziffren firm.

Other corporate clients represented by Ziffren-Brittenham over the years have included ABC, MCA Inc., Columbia Pictures, Carolco Pictures, Hearst Entertainment, Home Box Office and “a few network heads.” Ziffren has also done work for three of Hollywood leading talent agencies--William Morris Agency, International Creative Management and Triad Artists.

Agents and other executives who do business with the Ziffren firm say it has only recently started informing clients in writing of potential conflicts of interest, as the law requires. Ziffren’s response is that “we’re getting better and better in this area,” but he declined to say exactly what that means.

Ziffren maintained that there’s nothing wrong with these cross-representations, which result in his firm symbolically if not literally sitting on both sides of the bargaining table on occasion. “We do a meticulous job of advising clients of the fact that we may be representing other people involved in . . . the same transactions,” he said.

One critic of such cross-representation by Hollywood law firms is Carrie Menkel-Meadow, a UCLA legal ethics professor who participated in a panel discussion of “compensation and conflicts” in Hollywood legal practices with Ziffren earlier this year.

“Entertainment lawyers generally behave like they are outside the rules and they are quite nervous when you say what the rules are,” Menkel-Meadow said.

State Bar rules and the American Bar Assn. code of ethics prohibit conflicts, she said, but attorneys can technically satisfy the code by obtaining client consent.

Unlike many law firms, Ziffren’s does not take an hourly fee from talent, but instead takes 5% of a client’s earnings. Hollywood talent agents and other critics say this constitutes Ziffren going into business with clients, but Ziffren sees it differently. He likens himself to a personal injury attorney who represents a client in return for a percentage of whatever they win.

Legend has it that the Ziffren firm operated without a law library until it moved into its current headquarters five years ago.

Ziffren described his business this way: “We don’t want to do a lot of basic work. We’re transactional attorneys. We do deals.”

Clients, for their part, rarely challenge the arrangement.

One fellow entertainment attorney said conflicts are part of the “Faustian pact” talent makes in return for being represented by a top firm. “Conflict is a necessary part of this business,” said David Colden. “The reason for that is that conflict also means contacts.”

But Menkel-Meadow said many clients may also fear repercussions. If they complain or sue, she said, most know they’ll probably “never work in this town again.”

One exception is TV producer DeGuere, who was with the Ziffren firm from 1984 to 1990. In his Los Angeles Superior Court case, DeGuere contends that the firm secretly represented other clients whose interests conflicted with his.

The legal conflict centers on DeGuere’s duties as writer and executive producer on “The New Twilight Zone.” CBS canceled the series in 1986, after taping only nine of 22 episodes it had ordered for the second season.

DeGuere contends that under a “pay or play” provision in the CBS contract, the network owed him $900,000, but that acting on the advice of Ziffren’s firm, he agreed to accept $250,000 in cash and a commitment from CBS for a 13-week series in the 1988-89 season.

What DeGuere did not know, according to the suit, was that at the same time Ziffren’s firm was representing him against CBS, Ziffren was also representing Columbia Pictures Television against CBS in a deal for the soap opera “The Young and the Restless.”

When CBS paid a premium price for the daytime drama, the suit stated, the network was forced to cut development of new shows, including a pilot called “Triangle” that DeGuere produced.

The Ziffren firm has denied any impropriety. The firm claims that it acted with DeGuere’s full knowledge, and that “Triangle” failed “largely because of DeGuere’s inability to perform the required services and to deal in a professional manner with the appropriate studio and network executives.”

Attorney Joseph Yanny of Fischbach, Medow, Perlstein & Yanny in Century City, who represents DeGuere, said lawyers such as Ziffren should not be representing studios when “on the other side of the fence” they are representing the talent who must negotiate deals with those studios.

“It would be like Magic Johnson’s lawyer representing the Los Angeles Lakers and then not disclosing to Magic that he is representing the Lakers,” Yanny said.

Many of Hollywood’s top lawyers and talent agents privately agree. But, at the same time, there’s a wink-and-a-nod acceptance of the practice. “Anyone who does not have conflicts is not a player,” said one attorney.

The list of firms that qualify as players is short: Among them are Armstrong & Hirsch; Bloom, Dekom & Hergott; Weissmann, Wolff, Bergman, Coleman & Silverman; Hansen, Jacobson & Teller, and Gang, Tyre, Ramer & Brown. Those firms often have close business ties to equally powerful talent agencies such as CAA, ICM and the William Morris Agency.

One offshoot is the “package deal,” in which a firm or firms assemble the creative elements for a television show or film, then sell them to a movie studio or network.

“Big talent agencies are rife with conflict of interest constantly,” said agent Patricia McQueeney, whose sole client is Harrison Ford. “The same thing holds true (for) very big law firms when they might be representing big producers or a television entity and also an actor who is going to star in that production. What do they do? They just . . . shut their eyes and hope nothing bad happens.”

Some Hollywood executives maintain that lawyers, in their zest for deal-making, have essentially evolved into agents.

Ziffren denies this. He said lawyers rarely read scripts or evaluate material, as do agents. His firm’s chief function, Ziffren said, is negotiating contracts and ensuring that clients’ financial interests are served.

Indeed, many clients insist that their attorneys play such a role.

“The attorney sometimes calls the agent to a day of reckoning,” Colden said. “That’s the empty side of the glass. The full side is that attorneys have become facilitators. They can provide contacts to agents, and they are trained to examine the consequences of certain actions.”

The unanswered question, which has surfaced in the Ziffren suits, is whether attorneys in Hollywood occasionally go too far. Some executives who sit on the other side of the table in negotiations see the lawsuits as a real opportunity for reform.

“This could force the Hollywood law firms to operate like firms in every other field,” said one studio executive.