I am reviewing Cohen's Complaint re. the Motion to Tax Costs. Cohen intentionally failed to attach these documents to the Complaint. He felt his fabricated narrative advanced his self-serving goals. However, these documents are incorporated and defeat the allegations. Cohen does not own these assets and neither does LCI. This is an ongoing legal conspiracy that involves the situation with IRS and allegations that Cohen committed criminal tax fraud. That will be addressed in my federal RICO suit.
Cohen Complaint:
Clause 3: “Cohen fired Lynch upon his discovery that she had been siphoning monies from his personal bank and investment accounts substantially in excess of the 15% management compensation to which she was entitled.” Oral agreement.
Clause 18: “Westin also drafted corporate organization documents that were favorable to Lynch’s interests, rather than Cohen’s, and gave Lynch extraordinary control over Cohen’s assets in a retirement vehicle established for Cohen’s benefit but inexplicably 99.5% owned by Lynch.” … “By preparing and filing tax returns for Cohen’s various entities, Westin had actual knowledge …” TH formation documents; tax returns – TH.
Clause 32: Sony/ATV Music Publishing acquisition of LCSMI – July 1997. Cohen restructured LCSMI. Created two charitable remainder trusts. LCSMI was “set up to hold Cohen’s mechanical and performance royalty income derived from Cohen’s copyrights.”
Clause 40: [“The planned attempted”] transfer of the entirety of Cohen’s intellectual property into Blue Mist Began in earnest in January 1998 … Westin drafted corporate minutes of a special meeting of the directors of Blue Mist ‘to accept a transfer of intellectual property from shareholder Leonard Cohen under IRS Section 118’ and sent these draft minutes to Lynch … In May 1998, [Westin prepared] the ‘transfer documents (assignments) and three separate sets of minutes’ in anticipation of the transfer into Blue Mist and the subsequent sale through the sale of Blue Mist stock (“Blue Mist Transaction”) all of Cohen’s intellectual property assets.” Minutes & Assignments – Transfers of intellectual property.
Clause 41: “On June 1, 1998 [Westin drafted] … a Waiver of Notice for a Special Meeting, the minutes of a Special Meeting, and the proposed assignments for 1) the Writer’s Share; 2) the Performer’s Share; and 3) copyrights to Cohen’s eleven published books. Westin also provided Lynch a draft Stock Purchase Agreement.”
Clause 42: Cohen “issued a 15% interest in Blue Mist stock [to Lynch]. In March of 1999, Westin cancelled Cohen’s sole ownership of the total outstanding (500 shares) in Blue Mist and [Blue Mist Touring] issued Lynch 75 shares of Blue Mist, which represented a 15% equity interest. The corporate minutes for the stock issuance drafted by Westin indicate that Lynch’s 75 shares were issued to Lynch ‘as compensation for her services to the Corporation, with great gratitude for her efforts.” BMT stock; corporate minutes [Cohen dictated this compensation language – for services to Blue Mist.]; cancellation of Cohen’s sole ownership in 500 shares [of Blue Mist or LC Productions?]
Clause 43: “Cohen’s interests [were assigned and transferred] in his Writer’s Royalties, Artist Royalties, and Master Recordings of 1979, 1988, and 1993 Live Performances into Blue Mist. An ‘Assignment, Assumption and Consent Agreement’ for Cohen’s Writer’s Share of Performance Income received from SOCAN was signed by Cohen as Assignor and President of Blue Mist and dated December 29, 1999. Similarly, assignments were executed by Cohen for Artist’s Records Royalty rights on December 29, 1999 and the Master Tapes of 1979, 1988, and 1993 Live Performances on December 28, 1998.” Assignments; SOCAN agreement.
Clause 44: [CAK demanded the formation of a new entity], LC Investments, LLC. LCI LLC was formed as a sole member (with Cohen owning 100% interest) Delaware limited liability company on October 19, 1999. Once LCI LLC was formed, SOCAN was instructed to pay performance royalties directly to LCI LLC.” [Proves that LCI collects royalties for assets owned by BMT.]
Clause 45: “In September 2000 … nearly a year after the assignments into Blue Mist were executed by Cohen, Westin drafted and faxed … ‘Special Meeting Minutes of the Board of Directors of Blue Mist Touring, Inc.’ … approving these assignments into Blue Mist. Westin instructed Lynch to sign them and ‘insert in minutes in chronological order’ [in Blue Mist corporate binder.] These special meeting minutes drafted by Westin … after Cohen executed the assignments … constitute valid corporate action accepting the transfer of these properties into Blue Mist.”
Sony never advised Lynch [and she never heard this] that they would not pursue the stock purchase with BMT. She was advised that Westin and Cleveland had concerns about collapsible corporations with respect to BMT.
Clause 48: “Further, when the Blue Mist Transaction was abandoned … the assignment agreements [were not rescinded] before engaging in subsequent [failed and fraudulent] attempted asset transfers and transactions involving the same musical properties. Westin failed to properly ‘unwind’ the steps taken toward completion of the Blue Mist [transaction] … Lynch has asserted claims as to ownership of 15% of Cohen’s remaining intellectual property assets.” Assets remain in BMT. The intellectual property assets are not owned by Leonard Cohen or LCI.
Clause 54: [Cohen] made Lynch, Cohen’s business [fraudulent – personal) manager, a 99.5% owner of the LLC (with Cohen owning the remaining .05%) … [Cohen] elected to use a LLC to manage Cohen’s assets rather than a trust.” Cohen is not the owner of these assets. Blue Mist Touring is.
Clause 55: Westin drafted and sent Lynch and Cohen “an operating agreement for the new LLC (Traditional Holdings) … and instructed Lynch to “sign the private annuity ASAP, even though the sales price number is blank.” Sony agreed, in their November 1999 transmittal letter re. payment of the $1 million prepayment on the TH deal that they would pay $8 million so the sales price amount was established as of November 1999. Agreements – Operating agreement; Private Annuity Agreement.
Lynch also requesed an Indemnity Agreement from Cohen. Cohen instructed Westin to prepare this and Lynch agreed that he could. That Agreement was also signed by both parties.
Clause 56: “In early 2000, Westin obtained powers of attorney in the formation of Traditional Holdings from both Cohen … and Lynch.” Westin represented Lynch and asked that she and Cohen execute these limits powers of attorney to address the potential conflict of interest. Lynch only agreed to permit Westin to represent her in the formation of TH. All other services were rendered to Leonard Cohen. Westin himself has written Lynch that he never represented her – only Cohen.
Clause 58: “Westin drafted the corporate organizational documents of the proposed new entity, Traditional Holdings, LLC, including the Articles of Organization and the Operating Agreement. Westin filed the Articles of Organization of Traditonal Holdings as a Kentucky limited liability company in December 2000.”
Clause 59: “In December 2000, Westin also drafted Cohen’s Private Annuity Agreement and sent the agreements … [for Cohen and Lynch to sign]. The Annuity Agreement, as drafted by Westin, provided for monthly payouts to begin on the ‘fifth month of the 11th year folllowing the date this agreement is signed. The Annuity obligation would therefore not begin until 2011 … Further, Cohen’s Annuity Agreement provided that if Cohen should die before 2011, the payment obligation would terminate and that ‘no heir, legatee, credit, or beneficiary of the estate of the Annuitant, nor the estate itself, shall have any rights whatsoever under this Agreement.” Annuity Agreement. Note: Obligation extinguished, without Lynch’s awareness, from the 2003 federal tax returns.
Clause 60: “In April 2001, Sony Music International purchsed Cohen’s Artist Royalties from Traditional Holdings pursuant to an Artist Royalty Buyout Agreement dated April 18, 2001 (“Sony Buyout Agreement”).
Clause 61: “Sony purchased Cohen’s Artist Royalties from THLLC for $8 million [gross]. Cohen netted, after transaction costs and taxes, approximately $4.7 million. Cohen’s professional advisers, Greenberg and Westin, in promoting the sale, never disclosed to Cohen that nearly 33% of the sale proceeds would be spent on taxes and transaction costs …” Cohen personally signed retainer agreements with his representatives; entered into the CAK litigation settlement; personally received the $1 million Sony prepayment – not TH; and these are his personal expenses. Cohen personally signed a document authorizing Greenberg to pay these expenses.
Clause 62: Following the hysteria over Sony’s inadvertent $1 million and $7 million 1099s to Cohen, Westin wrote a letter to Cohen and Lynch [she is unable to locate the copy he wrote her – identical but sent to Kelley] dated March 6, 2000 saying “Kelley had to be brought in, and agreed to do so in order to help you, because you needed a third party’s involvement so that the IRS does not view this transaction as your selling something to yourself. The third party should not be a relative of yours and therefore Kelley was selected.” Letter explains the payment to Lynch of $240K year – from profit [see profit sharing in corporate books and records] …
Clause 67: “In December 2001, a year after filing the Articles of Organization for THLLC, Westin drafted a Management Agreement which appointed Lynch sole manager of THLLC. NOTE: Westin wrote that this was a piece of corporate house keeping and merely moved the payment from the corporate records outside the operating agreement. It had to do with IRS from what Lynch recalls. Cohen and Lynch both signed this document.
Clause 68: The Management Agreement contained … provisions regarding Lynch’s compensation … Paragraph 6, provides that Lynch’s compensation is $20,000 per month, while paragraph 15 provides that Manager’s Compensation is given as $20,000 per year, payable June 30 and 31. NOTE: The salary of $20K together with the required payment of $24K total the amount Lynch was to receive yearly [as addressed in Cohen’s Affidavit in the Greenberg matter] for her promissory note; the $240K from profit was to pay any specific taxes Lynch was instructed to pay. Cohen, in order to advance his fabricated narrative, merely came up with yet another misrepresentation to explain this away in blatant disregard for the evidence.
Clause 69: Cohen requested that Lynch execute Powers of Attorney to assist him with the closing of homes he bought for his son and girlfriend using TH assets. One was “a very broad Power of Attorney to act on Cohen’s behalf in January 2002” and the other was related specifically to Adam Cohen’s house purchase.
Cohen’s approximately $6.7 million in loans/expenditures (including his personal transaction fees) are concealed in their entirety or misrepresented. The Annuity Agreement authorizes Cohen to receive loans/advances but clearly states that he must repay them within 3 years. The agreed upon interest was 6%. Cohen understood that he was obligated to provide loan documents and failed to do so.
IRS Warning letters incorporated. Cohen failed to explain that Greenberg’s cover your ass letters addressed his loans, the need to document them, and the fact that they were dangerous to the structure because IRS could view this transaction as Cohen selling something to himself.
Clause 85: THLLC was required to file federal and Kentucky state tax returns. Westin failed to file state tax returns.