#111: Paul Sarker - Entertainment Lawyer

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Jonah Perlin [00:00:00]:

Welcome to How I Lawyer, a podcast where I talk to attorneys from throughout the profession about what they do, why they do it, and how they do it. Well, I'm your host, Jonah Perlin, a law professor in Washington, DC. This episode is sponsored, edited, and engineered by my friends at Law Pods. Law Pods is a professional podcast production company focused solely on attorney podcasting. I absolutely love working with them, and if you're considering becoming a legal podcaster or just want to learn more, check them out@lawpods.com. And now let's get started.

Jonah Perlin [00:00:35]:

Hello and welcome back. In today's episode, I'm very excited to welcome entertainment lawyer Paul Sarker, who was recently named a shareholder at Greenberg Trowig's New York office. Congrats, Paul. Paul represents clients in mergers and acquisitions, television affiliation and retransmission consent agreements, content licensing, business affairs, copyright recording agreements, sponsorships, and a whole host of other entertainment related matters. Before joining his firm, Paul worked in house at Disney and at Marvel, as well as at other law firms in the entertainment space. I previously interviewed Hollywood lawyer all the way back on episode 14 when I interviewed Ken Basin, who's a business affairs executive. But I haven't had the chance to do another entertainment lawyer, and especially one who works at a law firm. So I'm so grateful that Paul is joining me today. In addition, Paul is the co host of Better Call Paul, a podcast that discusses the business and legal side behind the scenes of Hollywood sports and entertainment. Again. That's better. Call Paul. Just subscribe now and save yourself the time, because it's great. Paul's a graduate of Duke. Go, Blue Devils. NYU Law. Go, Violets. Thanks for being here, Paul.

Paul Sarker [00:01:38]:

Thank you for having me, Jonah. I really appreciate it.

Jonah Perlin [00:01:41]:

Awesome. Well, look, let's start by talking about your path to the law. So any recollections about when and why you decided to become a lawyer?

Paul Sarker [00:01:49]:

Yes. In fact, and maybe this starts with parents. And for those that don't know, I'm a South Asian. My parents immigrated. They were born in what is today Bangladesh, but when they were born, it was pre partition. So they came to America as graduates of med school. They did their residency in the US. And so they're the traditional sort of, like, archetypal story. They came out of poverty and became doctors, and so they wanted me and my brother to both be doctors as well. And at some point in college, I realized that maybe that wasn't the best fit for me. As you said, I went to Duke, and I remember just feeling more inclined to do something that was business related. But my parents were very adamant that I go to some graduate school after graduating, and I didn't know what I wanted to do. And I talked to a couple of people, and they said, well, if you're not sure, then maybe try law school, because that's at least pretty flexible. And it's not necessarily about practicing law. It could just be a way to think and problem solve and break down problems and obviously there's the arguing and this and that and so I basically went to law school because I wasn't sure what else I wanted to do. But my parents would have probably had a fit if I didn't do something either law school or med school.

Jonah Perlin [00:03:08]:

Yeah, it's funny, because as much as I would like to say people always come on the show and have these grand plans, like they read a book about some famous lawyer or some famous Supreme Court justice if people are being honest. A lot of people make that choice because it's professional school that is not medical school or not a PhD. I guess the question then becomes was it worth it? Was law school actually an opportunity to learn about yourself and set yourself up for the career that you didn't really know you were going to have?

Paul Sarker [00:03:39]:

And I tell everyone this I think you should be very deliberate about going to law school if it's something you do. But I also enjoyed every minute of law school. And there's obviously stress and frustration and sometimes you get grades seem a little bit random or whatever, but I did well, and I really appreciated the subject matter. And working not only with my professors but also my classmates. And just being in an environment where you can think about problems that are large, problems that are small, things that are very complex and look at sort of both sides of the issue. And law school isn't necessarily all that related to what I do day to day, because it's basically reading to understand how sort of judges think and how they reason. But the process of outlining and learning and taking exams and taking them well, I think doing those things requires you to develop certain skill sets that do translate to being a lawyer in private practice or in house. And so I actually would say I enjoy what I do. But you would have to I mean, there's good days and bad days and sometimes we're working on deals and you can even ask my wife I'll be working on something. I'll get home at like eleven and then another document will come in and I'll have to log in and work on it for a couple more hours. So there are some very late nights. It's not all the time, but it's a stressful discipline. That being said, I really enjoy the puzzles and the problem solving and I like the fact that it's always changing. So I would say for me personally it's been worth it, but I can say that maybe it's a personal thing to me and there are others who a lot of the people I know from law school are not lawyers anymore.

Jonah Perlin [00:05:32]:

Yeah, it's interesting. I often talk to students and sort of talk on the podcast about this idea of like lawyer, you can do anything with a JD. And that being both the benefit of our profession or the training of our profession. And the curse, the fact that you can do anything means that some people get into law school when it might not actually be the best fit. But the fact that you can do anything with a JD also allows you to build all those skills you talked about. And it's also good if you're a junior law student, listening to this. Take Paul's words to heart. The meta skill of learning about all these areas of law may serve you just as well, or more than the actual substantive areas of, like, black acre and property or whatever it is. So I think that's a really good, really good piece of advice in your path as well. But when I look at your career trajectory, sort of it screams entertainment law. So that's why you went to law school. I want to know about the path to sort of fitting into this entertainment niche.

Paul Sarker [00:06:31]:

So actually, it's much more random than you I know if you look at someone's LinkedIn or read their bio, I mean, those things are very cultivated, right? So you basically take the highlights of someone's career, and then when you look at it, it seems linear, and it's like, oh, this is so logical. But really, in reality, I fell into entertainment sort of randomly. I had done a one L summer at a firm in Boston where I did real estate and predominantly real estate and some litigation. And for those that don't know, but I'm sure your audience does know when you are a summer at a firm, you get a little bit of several different practice areas. So I summered my two all summer. I split between securities and litigation at Cravath. And it's sort of like you dip your toe in the water. They don't turn on the fire hose fully so that you end up getting some exposure. They get to see your thought process, how you work, but you're not inundated or drowning in work, so it's good exposure without really dissuading you from doing it. And I liked both of the things that I did, but kind of randomly, I got an opportunity through a job posting I saw as a three L at NYU to intern at Marvel one day a week. So I went in every Friday of my three L year, and I worked on business and legal affairs. And it turns out I didn't know any of this at the time, but the executives at Marvel were in discussions with Disney about an acquisition. So Disney was talking to the senior folks at Marvel about buying Marvel. And so my boss so I was two rungs down from the general counsel, and the CEO and the general counsel were basically very close, talked multiple times throughout the day. And the general counsel's basic protege was my boss. And so they knew that things were going to ramp up dramatically once that deal was announced and things were going to change. Like, it would be a whole different world of Marvel. I didn't know that, and no one really knew that, because it was all confidential. But that's why they were looking to bring in someone that was sort of, like, had, in their words, like, a lot of horsepower, but was junior. So they were willing to consider someone who had stellar academic credentials but was a law student, that they would just sort of train and groom. So we're actually pretty not I wouldn't say aggressive, but they were eager for me to join full time. They said, hey, we know you have the Cravath thing, but we would love to have you if you want to come work here after you graduate. And so I sort of decided I had to decide, like, I was at a crossroads. Do I do the big law 100 hours a week doing securities or M&A or whatever? Because that was a path. And I think you interviewed one of my fellow summer associates, teelam Gabriel Marion, a couple episodes ago.

Jonah Perlin [00:09:17]:

Yeah, exactly.

Paul Sarker [00:09:18]:

I was confronted with that choice or just taking a deep dive into entertainment. I actually saw Iron Man One, and that was what motivated me. I was like, you know what? What do I have to lose? Let's just go for this. Because I knew that Marvel had a lot of potential, certainly not the potential that it's shown now, but I had a feeling that getting in on sort of close to the ground floor of that would be really exciting, and so I went for it.

Jonah Perlin [00:09:44]:

I love that, because that is such it's not what screams when you sort of look at your LinkedIn and sort of work backwards, it almost feels like it was preordained. And to hear about sort of getting that one day a week job. I mean, how many one day a week jobs turn into, like, full time, in house, immediate after graduation employment. That's amazing. I do want to drill down, if you're willing to do it. I know it's been a while about that thought process. Talk to me a little bit about sort of the pluses and minuses. You sort of shared the pluses of coming in something that was sort of ground level, where you were working with the with the primary actors. Were you worried about the downside risk of not going right to a firm?

Paul Sarker [00:10:28]:

I was a little bit concerned about it, but I wasn't incredibly concerned. And I would say that maybe looking back, I probably underestimated that risk, because just to set the stage for you, this was 2008, so there was a great Recession financial crisis.

Jonah Perlin [00:10:44]:

Sure.

Paul Sarker [00:10:44]:

And at that time, Crevasse had announced and others had said they were offering deferrals to half of their summer associate class. So my summer associate class was 150 law students, and they said, 75 or 80 of you want to do something for a year and then come back with the next starting class, we're open to that, right? They would pay you half to do that. And I didn't do that because I ended up taking the Marvel thing. So I didn't think I could get both the deferral fee and my Marvel salary. Although that would have been a pretty sweet move if I could have played it that way. But I thought maybe that wasn't the best environment to go into, although it ended up being fine and the economy recovered and everyone was busy and fully employed and all that. But I also remember talking to the hiring partner in corporate, and they were honest. They were like, Listen, there's probably lawyers here that would want to do that if they want to do entertainment. So basically what it came down to is, if you want to do entertainment, and I'd say this to anyone, if you know the field that you want to be in, then maybe just go for it, because the odds are that it will accelerate your development into that field. Right? Let's say I said no and then I went and became a securities lawyer for a couple of years. There's not necessarily a guarantee that I would end up in entertainment and maybe I'd be at the same spot, right? That was what I was thinking. But I think looking back, because of the way the industry works and the way resumes are sort of filtered out, I think having a few years of big law experience prior to making that move would have been worthwhile just in terms of not necessarily my skill set, but in terms of how others perceive me.

Jonah Perlin [00:12:27]:

It's interesting because I feel like the answer you gave, which is what I would think the answer would be, is there's benefits and negatives to every decision? But I absolutely think you're right that if you have that decision to sort of start at the ground floor industry you want, in some ways the firm jobs will still be there. They may be different, they may be of a different type. And I have a close friend who did that sort of intact. He had an opportunity to go in house to an accounting firm or go to a big law firm. And I asked him, I said, what do you think you'd want to do four years from now if the law firm isn't where you want to stay? He said, probably go to a big accounting firm. And so at that point, it made sense to sort of start there and work your way backwards. Because the downside risk, I think we often overplay. You may say you've underplayed it in that moment, but I think we often overplay the downside risk, especially as lawyers who have the ability. So I think that's so cool that you then came into Marvel and then ultimately Disney. So talk to me about what that was like, sort of being in a legal job at the time, when a small but important entity is becoming part of a much larger and also equally, if not more important entity, for lack of a word.

Paul Sarker [00:13:42]:

It was a trip. And this is one thing you should know. So my boss this was a decade before the pandemic, but my boss worked from home on Fridays, right? Because he lived in Connecticut or Rhode Island or something and was far. We were our offices in Manhattan. So he was Monday, Thursday, and then he would be remote Friday. And the day I went in was Friday. So we didn't actually have in person, face to face interaction. I would log in on Friday when I got to the office, and I'd see a couple of emails from him, like, from Wednesday or Thursday, saying, hey, could you handle this? Call me if you have questions. So that was kind of I wouldn't say chill, but it was busy but not intense. And then when I joined after the bar exam, I joined, my first day was actually, I believe, August 31, 2009, which is the day that Disney announced they were buying Marvel.

Jonah Perlin [00:14:35]:

Wow.

Paul Sarker [00:14:36]:

And so it was in the Wall Street Journal. I remember I was getting all these texts because I went to Duke, and so a lot of my classmates weren't in finance, and they were investment bankers. So a lot of people started texting me the morning I'm going in for my first day, and they're like, Disney just bought your company. What does that mean? Are you out of a job? And so I walk in, and I think I packed a lunch that day, and my boss and the general counsel were like, hey, glad you're here. We have a small thing for you to do. So basically, the whole deal was confidential. And so when it announced, there was, like, chaos. And they said, we need to make an announcement to the employees of the company, but we have a group of potential licensees visiting from South Korea. Can you just sort of keep them distracted in a conference on your first day while we make this announcement? So I go to this conference room, and there's these people, and they were thinking they were, like, pitching a theme park idea in Incheon or something with Marvel characters. That was why they were there. And we're making a small talk, and I don't speak Korean, and their English was pretty good, but not perfect. So there was a little bit of a language barrier, and someone asked me how long I'd been there, and I said, it was my first day. And their jaws hit the floor. They were like, Are you kidding me? Like and so I remember after that, like, 90 minutes, sort of just, like, stall tactic, I went out, and people, obviously, they had questions, and Bob, Iger was even there saying, we love Marvel. We have no intention of getting rid of anyone or changing anything. We bought you because we like the company, and we just want you to keep doing what you do. And we think adding your brands to our overall structure and infrastructure and capabilities and reach is going to be better for both of us. And so that's what they said. And I don't recall anyone, like any mass layoffs or anything like that. I think it may have been very case by case, if anything. But what did happen was a lot of geographic relocation, and people started getting poached and relocated to different parts of Disney and different offices and different business units merged. And I was split between licensing and studios and Disney licensing and Marvel Licensing basically united from day one. And they started formalizing a template, licensing everything together, whereas Marvel Studios to this day is pretty separate from Disney Studios. So I was kind of caught in different phases of transition at different times. Eventually, my boss got relocated to La to run business affairs for Marvel Studios. This was in 2012, and he took me with him. So I got more integrated. I started working in the lot in Burbank, but we always had sort of our Marvel DNA, the pre acquisition DNA, and then we had to fit within the Disney ecosystem.

Jonah Perlin [00:17:26]:

Dude, I can't believe that happened on your first day. That's amazing. I have so many follow ups I could ask. I guess the one that I think I want to start with is to hear a little bit about sort of what, actually you did, right? So it's easy for people to hear, like, oh, he works at Marvel or Disney. But obviously as a lawyer, you're not just, like, consuming content all day, and you're not writing content. And you said you worked with licensing and the studio to somebody, especially to maybe a law student who has no idea what any of these terms mean. What kind of stuff were you doing all day in this role for Marvel and Disney?

Paul Sarker [00:18:06]:

Okay, so one thing I'd say to the audience is there's areas, especially in house, there's sort of areas where you have day to day responsibility. So let's say Disney's legal team is probably 500 people, or certainly it was when I was there. It's probably bigger now. Marvel's was let's call it a dozen or maybe 15. And so each of the lawyers has different specialties. Some of them share. So we'll have a trademark person, people that do digital, someone that works solely on games, someone that works on marketing, someone that does consumer products licensing. So there's different areas that you have to sort of be responsible for. You're the lawyer for the company. So the company is in several different businesses, and they want someone that is familiar with those businesses and their restrictions. So it doesn't make sense to have someone do every single thing. There's some specialization there. And then there's also the things that aren't necessarily in your role that just come up, like crises management and things that just pop up. So I remember later on in that first day, just since we're talking about it. So for those who don't know MNA, basically you have a deal where a company A buys company B, and then there's a merger agreement or a purchase agreement, and then so whatever the company that's being acquired has to basically when the deal is signed, there's all these government approvals that need to happen before it can close. And there's other conditions that may need to be met. So it's not an instantaneous process, or it's often not. Sometimes it can take several months. And in those several month periods, there are certain covenants and restrictions that the target company has to abide by, because if the deal doesn't go through, or if things change with how the business is run, sometimes there's a price adjustment. So on the first day, they had me go through the merger agreement and look at all the different covenants and restrictions and make little flow charts for different businesses. Like, you can't enter into a deal over X without getting approval or a deal that's longer than X years without getting approval from this company. And so what I tried to do was take this confusing agreement well, not necessarily confusing. It was a clear agreement, but it was written for lawyers and make it into digestible sort of flowcharts for non lawyers so that people that don't necessarily deal with contracts every day could say, okay, do I need to get approval on this contract or not? So I had to try to turn that into a process that was efficient and manageable for non lawyers. So that was like day one. Then another thing, and sort of things become your area over time as you get good at them. And I remember I'll just tell you sort of anecdotally we had the premiere for Iron Man Two was around the corner, and there are all these contracts that would entitle different parties to tickets, right? Like, if you're an actor, you usually get you plus your agent, maybe your manager, and so maybe you'll get six tickets to the premiere. If you're a promotional sponsor, like the official soft drink or fast food company of the movie, you might get ten or 15 tickets, whatever it is. And so when Iron Man Two was coming up, no one knew who was entitled to tickets, because we had all the contracts, but no one had put a summary together. So someone asked me, they were like, hey, the premiere is in, let's say, ten days. Do we know who's entitled to what? And so I just took all those provisions and I made a spreadsheet, and I said, here's the company, here's the contact person, here's how many tickets they get to the premiere. Here's what they get to the after party, blah, blah, blah. And here's, when we reached out to them, they gave us their names. They didn't give us their names. And that thing became like my premiere ticket Bible thing. So after Iron Man Two, for all the other movies, I had to do that. But the side benefit of that is because it's kind of a hybrid legal task. The side benefit of that was that I got to go to the premieres and after parties because I managed that list. So it was like extra work, and it didn't necessarily impact my salary, but it was a very cool thing to do. And it gave them an excuse or gave me an excuse to sort of be in La. When I was living in New York for the Premieres. And honestly, it was fun, right? Because I was closer to that than other aspects of the Hollywood business. Other things like, for example, licensing. So if you go to a store, like any retail store, you'll probably see t shirts with Marvel characters, posters, toys, backpacks, whatever. All that merchandise is licensed product. And there's teams, sales teams that basically work with T shirt companies, backpacks, whatever, apparel manufacturers. And they do deals and say, okay, well, you have the right to make Spiderman branded T shirts for the next two years if you pay X amount of money, and you can sell it in these stores. So I did thousands of those license agreements, and some of them were kind of cookie cutter. Like, we have a form. Sign the form if you want the Marvel license. Others were heavily negotiated if you were dealing with a counterparty that had a lot of leverage or sophistication like a co branded deal. I remember we did a deal with the Dallas Cowboys licensing for a co branded NFL Marvel license, and that was very heavily negotiated. And we did other deals that were similar, but literally thousands of them over the course of however many years, four or five.

Jonah Perlin [00:23:40]:

Wow, that's really amazing. Because what it reminds me, and it's something I hear a lot, particularly from the transactional lawyers I talk to, is and especially the in house ones, is that ability to translate sort of law to business and business to law is what makes in good in house counsel stand out. In addition, the sort of other duties as assigned, like your ticket job is such a classic example where you're adding value to the group, even as you called it, kind of a hybrid legal task. You didn't go to law school to draw flowcharts and figure out how many tickets such and such actors manager gets. But it's an important part of the business doing what it needs to do under a contract, and therefore, as a lawyer, you get to be a part of it.

Paul Sarker [00:24:29]:

Yeah, I would say in house, I was definitely honed, but I also do it as outside counsel and private practice. As well, making charts and communicating information, distilling it and communicating it in a way that is visually easy to understand for non lawyers is a big part of the job, right? So I remember very early on because contracts are complicated and the thing and I'd say it's a little bit dangerous to oversimplify things. So you always need to have your footnotes and qualifications. But someone told me when you're presenting something to the CEO, he's not going to read past the first page, right? So if it's not on the first page, it must not be important. That's basically the rule of thumb. And I would go through 25 drafts of this analysis and pour through like, binders of information, old contracts to try to summarize things, get it further and further down. And then my boss would be like, well, is it a page yet? And I'm like, no, it's two pages. It's a page and a half. And he's like, well, it's not ready. And then he would start looking at it and we'd go through more drafts. But it's all about drawing the connections and simplifying things in a way that because the business folks, you have to assume they're not necessarily focused on the minutiae, so they need to know when it's going to be a risk. But what they need is the overview and the moving pieces and how things are connected and being able to distill that and communicate that is a very important skill, which is not that different than outlining, if you think about it. Like when you're outlining in law school, right, you can go through like you have your notes, you have whatever case summaries you did on all the reading, 100%. Maybe you put together like a 30 page outline, but once you really know the information, you can break it down into like a cheat sheet that's a page or two pages or whatever. And that's when you're probably synthesized everything. And that's part of the job here, too.

Jonah Perlin [00:26:19]:

Yeah, that's an amazing point. And I was going to bring it back to what you said earlier about sort of the training of preparing for law school exams alone is worthwhile to getting it down to that one page. And the other thing that I think is really important and I don't want to step on is the fact that you have to do the 30 page analysis or the 300 page analysis to be able to do the one page.

Paul Sarker [00:26:41]:

Right?

Jonah Perlin [00:26:41]:

It's like the famous quote from Thomas Jefferson, like, if I had more time, it would have been a shorter letter. It's what I think.

Paul Sarker [00:26:48]:

Is that Mark Twain or Thomas Jefferson?

Jonah Perlin [00:26:50]:

I don't know. I've heard it Thomas Jefferson, blaze, Pascal, and maybe it's Mark Twain. But the point is there, right? And the reason it's in their mouths is because it's so darn important. And it's what I try to convey to my law students when we're learning about analysis is. That people who are not lawyers or people who are not as even people who are lawyers, but who are further up the sort of chain of command aren't going to necessarily read all of your analysis. But if it's not spot on, then that's the most dangerous thing, right, is that you've come up with your one pager without the 30 pages that got you there. And so I think it's so important that you started there and then worked on, how can I get this down to a page to somebody who, frankly, is never going to read the contract and may not know what's in it?

Paul Sarker [00:27:36]:

Right, exactly. You have to cover everything very thoroughly and then distill. I love that. Be able to answer questions and do the deep dive. Right? You can't do the deep dive unless you've looked at everything. Yeah, but people don't want to deep dive on every single issue. They want the deep dives on the things they're concerned about, so they want the top level, and then you have to be prepared to do the deep dive.

Jonah Perlin [00:27:57]:

Totally. Well, look, I want to move to what you're doing now and have been doing for a little while, but before we do, I have one more question, which is it sounds like you spent a lot of time early in your career sort of following the people who were just above you, who sort of brought you along. And I don't want to take that for granted. I think it's hard to sort of become a junior that feels indispensable that somebody brings you with them when they move to a different location or a different group. Do you have any recollection of the things you did as a junior lawyer to try to make you indispensable to the people who are above you on the chain of command?

Paul Sarker [00:28:31]:

Okay, so you'll like this. So I think it's enthusiasm, attention to detail, and just being eager. So someone said this to me. I think it was actually the CEO, because every time someone would call me and this is back, we're in the office five days a week, and I think that was actually really helpful to my development. I would show up immediately with a pad, ready to take notes. And so someone said and I think the CEO said, oh, you're the guy that shows up every time with the pad. I was like, yes. I don't want to forget something. So if someone's going to take time out of whatever they're doing, assume people are busier than you are to explain something to you, the last thing you want to do is have them explain it twice. Or if there's something that's maybe not intuitive to you, because if they're very steeped in it, they may oversimplify or they may skip a step because they know it really well. And that's the time you have to ask them a question. Because it's like when someone says, hey, I need you to do XYZ you want to know, or as quickly as you can figure out what they need, what you need to do to be able to deliver the work product and when they need it so that you can prioritize. I would say, having that attitude about, well, let me go above and beyond. It's all client service, right? Whether it's a partner, whether it's your boss, whether it's a client, it's all the same. It's like, find out what they need and think about what they may not be thinking about, right? Like anticipate the questions that they're going to be asked and then deliver it and don't make them repeat themselves at that point.

Jonah Perlin [00:30:04]:

You had been an entertainment lawyer for several years, and ultimately you decided to move back into the law firm space or out of the in house space. Talk to me a little bit about that decision and sort of how that all came about.

Paul Sarker [00:30:18]:

Okay, so as we discussed earlier, I went in house as basically a three L beyond my summers. I didn't practice in a law firm, and I remember the seed got planted at some point. And not that I dreaded law firms, it was just that I wanted to be in house and part of a team, and I thought it was like a great way to get into entertainment. But then I remember maybe it was like my third year, I was working on something. I was in La at that point, and I was working on an actor, probably the most important actor in the MCU, at least in the early phase of the MCU. You can guess who that might be. And we were doing an amendment to his deal to add two movies to it. And at this point he was already making plenty, plenty, plenty of money in the ten figures and maybe in the nine, I don't even know. And so I remember working through the document and it was like every single period, semicolon, every single change in the document, you was like fighting for a first down football analogy because every change is heavily negotiated and fought over. And so that puts a premium on being incredibly subtle and thoughtful about what you're changing and what you're living with and what ambiguity you're willing to tolerate. And I remember that we had this problem that came up. My boss and I was like, late at night, we were trying to think of a solution to it, and that changed as few words as possible. And maybe if we could change something in a different part of the agreement that would help our interpretation, we would do that. And I thought I solved it and I gave it to my boss and he was like, this is not going to work. And he didn't explain why. And then I went in there and I was like, well, why doesn't it work? And he's like, he said something along the lines of the other side's. Lawyer is getting 5% of this deal. You think they're not going to uncover every stone or whatever. And I remember thinking, 5% of that deal is a lot of money, and I'm probably making enough to get, like, a Subway sandwich on this deal. So that's when it dawned on me that maybe I would be going to the private practice side, would be more alluring. And then I got an opportunity to do that. When we were working on the Guardians of the Galaxy deal for James Gunn, I was the lawyer on it. So James Gunn, for those that don't know, wrote and directed Guardians of the Galaxy one, and then two and three, and now he's running the DC film universe. So anyway, his lawyer, after we signed that deal, called me and basically said, hey, he liked working with me and they were thinking of opening an La office and they were looking to hire someone. And so he wanted to know if I was interested. And so that was my opportunity to go to the talent side. I had been at Marvel for about five years at that point.

Jonah Perlin [00:33:07]:

That's awesome. And I think it's such a good reminder also that sometimes, and the lawyers that I worked for as a junior lawyer always used to say this, that one of your goals should be after you're done, opposing counsel should want to hire you both because they like you as a person and they think you're competent. Because our profession can be so adversarial to the point where the last thing you'd want to do at the end of a negotiation, or in my case, at the end of a litigation, is ever see the opposing counsel again. Better yet, hire them. And that says a lot about you and your approach to the deal and the importance of remembering that your foe on day 1 may be your friend on day three or day four.

Paul Sarker [00:33:50]:

I think the broader wisdom is 100% true. Whether it says anything about me, I'm not so sure about, because they may have just wanted all of Marvel's secrets, I can't say for sure. But at that point, Marvel was the juggernaut in Hollywood. And so if you have a level talent, you're going to want to be in Marvel movies and TV shows for sure.

Jonah Perlin [00:34:12]:

Yeah.

Paul Sarker [00:34:12]:

I mean, I'm sure it said that they thought I was at least competent.

Jonah Perlin [00:34:16]:

Yeah, for sure. And I guess for someone who's never sat in on a negotiation of any size, better yet, the size that you're talking about, what is that like? Do people just come in and say, this is the number I want, or is it very mathematical with lots of stages to somebody who's never done it? We don't have the example of law and order, where we see the sort of fake version of a trial. What's that negotiation like?

Paul Sarker [00:34:48]:

Well, I think I should draw the distinction between at least in the studio sense, between business affairs and legal affairs.

Jonah Perlin [00:34:55]:

Okay, say more about that.

Paul Sarker [00:34:56]:

Yeah. The business affairs side of things is like the number and maybe the options. So it's typically what would be negotiated between the business affairs executive and the agent, right? So they'll say, well, we're thinking we'll close a deal around X amount of money for the upfront and then maybe there's back end or bonuses, although those are declining. And then we want options for this many other projects and you'll get this kind of escalator. And maybe they'll throw in something about credit, but it's really high level financial terms for compensation, for example. And that would work for actors, directors, writers. And then the legal affair side of it is everything else that goes into the side contract. So things like credit positioning, potentially trailer premieres, travel, marketing, those sorts of things. And then the long form agreement. So if there is a back end, how that definition is negotiated, the indemnity warranties, insurance, the studios terms and conditions, which can go on and on and on and can get really complicated, especially if they have a streaming product and a fast product and all these other products. So when I was junior, I would work with the business affairs executive to sit in on the calls when the numbers were being negotiated. And it's usually done via email. And then once the deal was closed, meaning that there was an agreement on the numbers, we would put those numbers into our template agreement and send it out. And then we would go back and forth and negotiate the long form.

Jonah Perlin [00:36:31]:

Got it.

Paul Sarker [00:36:32]:

As far as the business affairs, at least from my perspective, and I haven't worked basing this on Marvel generally, it is very mathematical. And that comes from the creative and the production team. So the people that control the budget, whether it's film or TV, for the show or the movie, they have a sense of what they can spend on the talent, the cast, what they can spend on visual effects and everything else. And then they have that allocated into what is available for various roles.

Jonah Perlin [00:37:02]:

Got it?

Paul Sarker [00:37:02]:

And some people might be under option. So there's parameters that you can operate in. And if someone is nowhere near that, then you have to move on and find someone else. I found that there's a variety of ways to deal with it from the other side. And I haven't been an agent, but I do have to sometimes do that for my clients. Now as a lawyer, negotiate the comp. And I've always found it's better to be sort of collegial and friendly than to be a yeller. And I felt like I appreciated that more when I was at Marvel. There are some people that dig their heels in and say, no, this is ridiculous, and blah, blah, blah. And they get really sort of animated about it and take it personally but I tried to sort of stay above that prey. And it's usually we know you can't do X, but if you could do Y, that would go a long way.

Jonah Perlin [00:37:50]:

Towards it's working towards something where everybody wins, right?

Paul Sarker [00:37:55]:

Exactly. And so it's framing it as like, we'll give a little if you give a little, and whatever. But a lot of it is driven by knowing what the market is. And so there's a whole system about knowing who got paid what on what show, and why you think your person deserves more or less. So just like in real estate, it's all about comps, right? Like, this apartment sold for that, that house sold for that. It's a little bit bigger, but it's a little bit older, whatever. So talent has comps too. And then it's sort of on the rep side, it's making the case for the most aggressive comps. And on the studio side, it's just trying to fit everything within the budget and everyone's got makes a lot of sense that has to approve any sort of deviation from your allotment right, so.

Jonah Perlin [00:38:39]:

Talk to me a little bit about so you moved from in house to a firm, and then you ultimately ended up at the firm you're at. Now. Talk to me a little bit both about the process, but also sort of how is your day different? Like, how are the things you're doing different now than when you were in house? At Marvel.

Paul Sarker [00:38:58]:

I would say big law versus in house. I guess there's two sorts of differences. One is the hours are not as predictable, right? So at the price point that we're in, we basically get our clients crises, right? If it's a routine matter, odds are that if they have an in house team, they'll handle it. If they don't, then we may handle it. Or maybe they'll use someone that's slightly less expensive or less expensive. So when people come to us, it's for either large transactions or significant transactions to their business. Or it's something that's under an intense time crunch. It's like it needs to get done in a couple of days or this week or whatever. And that's usually what it is. And so we're basically moving from one of a client crisis to a client crisis to a client crisis, which means it could be really late nights or incredibly fast turnaround. Now, at Marvel, it was always intense. There wasn't a lot of time for sitting on your hands or anything like that, but it was much more predictable in terms of when I would be at work and I would leave pretty much at the same time every day. There's some exceptions. I didn't really have to do much on the weekends. Now it's pretty common for me to work a few hours every weekend, if not both days, at least one day of the weekend. Not necessarily because people are expecting things, but usually it's like if I don't do it, then I'll fall behind, because if I come into Monday with a bunch of things to do, knowing how crazy Monday can end up being, then I'll be really far behind. So I just do that to sort of help myself manage the pace of things and the volume of things. But if I wanted to work until maybe midnight every night, then I probably wouldn't have to work on the weekends, unless it's some crazy transaction that requires that. But I have less insight into what crisis might pop up like today or tomorrow than I did at Marvel, because we had the one client and basically know when the release schedule is. The movies follow a relatively consistent schedule. So I'm not saying it wasn't busy. When you're in pre production and production for a movie, it's around the clock, right? Especially if it's a movie on the scale of Avengers, whatever, where they're shooting in multiple countries at the same time, and you have all these different time zones you're managing. So it's busy, but there's a predictability to it, whereas in house at a firm, it's really not that way. I mean, there are cycles. Like, year end is always really busy for a lot of my clients because the deals are expiring and they need to negotiate renewals. But this month is also really busy as well, because I represent a lot of baseball clients and teams. And so opening day is around the corner, and there's a lot they need to do. But it really depends. I would say, to summarize it, it's really a lot less predictable, and the hours are significant, but maybe not it's not dramatically more. It's just the timing is less predictable.

Jonah Perlin [00:42:02]:

And in terms of the actual tasks you're doing, obviously there are some challenges, which is just there's only so many hours a day moving crisis to crisis. What are some of your favorite parts about your current position from a law firm? What are some of the activities or communications or things that sort of get you excited to wake up every day?

Paul Sarker [00:42:23]:

So I think you really have to like the complexity, and I guess maybe I sidestepped the question. So a lot of what I have to do is draft agreements or create structures, joint ventures or arrangements between two companies that achieve a certain set of goals and comply with certain financial parameters. And it is like setting up these complicated puzzles with all these different moving pieces, and you really have to think through a lot of it. So I would say when I was at Marvel, not that it was necessarily repetitive, but when you've done 50 location agreements, the location agreements 51 through 100 aren't that different, right? You see the gives and, yeah, maybe there's different locations, like a castle or a government owned location would be bespoke, and there's different forms, but there's more repetition there than here, where I have clients in very different businesses. That have different investors and different coproduction partners and whatever else. And there's just a lot more sort of nuance there. And so I may spend like an hour or maybe 2 hours just working on drawing out how things all fit together. And I'll do an agreement that's ten pages of defined terms and then a couple of paragraphs of what's actually happening because the defined terms are all the moving pieces and they all fit together, which I never really did at Marvel. I mean, it would happen once in a while, but not commonly.

Jonah Perlin [00:43:57]:

And is that a skill that you've learned on the job, or is that something that you learned sort of in law school or early on in your career?

Paul Sarker [00:44:08]:

I'm interested in your take. I think I've learned almost all of it on the job. I think law school gives you, as we were talking about earlier, a way to think and to break down information and to sort of make notes so that things make sense in your head, but being able to spit things out that are both precise and clear. I think that I learned on the job.

Jonah Perlin [00:44:30]:

Yeah, I think that's right. I think one of the things that I try to think about is that law school is about two things. It's primarily about learning the meta skills of learning and thinking like a lawyer and problem solving and also being introduced to skills.

Paul Sarker [00:44:46]:

Right.

Jonah Perlin [00:44:46]:

Like, I joke all the time with my students that I get them for 40 hours a year, so I get them for one standard work week, and I'm supposed to teach them how to read like a lawyer, write like a lawyer, research like a lawyer, act like a lawyer, talk like a lawyer. I can't do that in 4 hours of class time, but I can introduce them to the skills so that when they get into practice, they're ready to take in and they're ready to learn. And that, I think, paints both a more positive picture of both law school but also a positive picture of sort of learning on the job. Yeah, I'd be curious if you think that makes sense.

Paul Sarker [00:45:18]:

Yeah, well, that's actually the key word is curiosity. Right. So in law school, you need to know enough to do well in your exams, but there's no requirement that you retain it beyond that exam. And then there's the bar and all that, but you have to get good at taking tests, and if you retain it, great, but there's no test for that. But if you're curious about things and how they work and then you do the deep dive, you tend to retain it. And if you can apply things, you tend to retain them better and thinking about things creatively and outside the box, all of those skills, they begin in law school, but then you keep honing them. And a lot of what we do as lawyers is we leverage precedent and we don't necessarily reinvent the wheel unless we're dealing with something bespoke, but we try to build on what we can and make minor adjustments to customize things, to whatever the situation is. But if someone's done it before and done it well, then you try to leverage that totally.

Jonah Perlin [00:46:20]:

Well, look, we're coming towards the end of our time, so I guess I have two quick final questions. The first is about your podcast. I'd love to hear a little bit about what it is. My suggestion is for people to go listen to it, but I guess I'm curious. What's the elevator pitch for the podcast for listeners and why did you start it?

Paul Sarker [00:46:35]:

Okay, so the elevator pitch, it's the business and legal side, behind the scenes of Hollywood, sports and entertainment. So we pick different topics every week. I have a co host, Mesh Lakhani, and we dive into things that are pop culture focused, but we try to be informative. So, for example, if the Supreme Court is deciding something that could impact how digital platforms work, like Section 230, for example, that was an episode we did a couple of weeks ago. I'll do a background on what the law says, how long it's been in effect, why it matters, and why a change in the interpretation could impact how sites that we use every day, like YouTube would operate. So I kind of say it's informative, but it's an entertaining first and informative second. It's kind of like TMZ meets the Wall Street Journal, but there is a legal focus to it. The topics I think are really cool. And that's why I'd say if you are in entertainment or interested in entertainment, or in law school and you want to learn about how these problems can be solved, or at least not necessarily how they're solved, but what the considerations are that might go into solving them, I would listen to it. And the reason I started it was I was talking to my friend, my co host, Mesh, and it was the pandemic. And I was at that point I was counsel and I was trying to think of a way to help grow my brand. And we were in a remote world. There wasn't like conferences and galas and I was trying to think of a way that I could sort of disseminate some not necessarily legal advice, but industry expertise, some business sense in a way that would be engaging to people and sort of build a brand myself. And this was a logical way, I think, to do it. And then I was nervous about it after the first episode or two. But then I realized that I got a lot of good feedback. I started listening to it eagerly and I like it. And I think those that have listened to it, maybe they're biased because they're talking to the co host, but they tell me they like it too.

Jonah Perlin [00:48:34]:

I love it.

Paul Sarker [00:48:35]:

I enjoy doing it. And I want to keep doing it. Good.

Jonah Perlin [00:48:37]:

Well, good luck on that. Well, look, the last question I ask is the one the last one I want to ask you is the one I ask everybody, which is what? What's one piece of advice you would leave somebody who's just starting in our profession, either just starting law school or just graduating law school, something you sort of wish you knew earlier, what would you leave for them?

Paul Sarker [00:48:55]:

I would say be open to trying new things, even if they're outside your comfort zone, because they may very easily become things that you like and become things that you expand your comfort zone. So there's a story behind this. I remember when I was at it was maybe my first or second year here, someone called me late at night and maybe it was like seven or eight, it wasn't that late. And they said, hey, have you ever done a podcast deal? And I said, no, but that I was willing to try, and that I'd done things that I think could translate to that, right? I'd done television production, I'd done animation and all this other stuff and documentaries. And they said, okay, well, let's give it a shot. And then that led to probably 800 hours of podcast work that year alone, just because it was such a growing area. Then it led to me doing more and more podcast work, representing podcast clients, starting my own podcast, and getting into this whole world. And a lot of people would probably pick up that phone call and say, no, try someone else. But I didn't.

Jonah Perlin [00:49:58]:

I love that. I love that. I think the idea that just because you haven't done something does not mean that you don't have experience that will help you do it is such a huge value add to somebody just starting out. Well, look, Paul, where can people find you?

Paul Sarker [00:50:13]:

I'm on Twitter, Paulasharker. And they can also find the podcast. Better call Paul. The podcast on Instagram. That's probably the best. And then you can obviously Google me. I'm there.

Jonah Perlin [00:50:24]:

Sweet. Well, this has been great. I hope we continue the conversation in the future. And again, congratulations on your election to the partnership and just so excited to see what's next in your awesome career.

Paul Sarker [00:50:34]:

Thank you for having me. I really appreciate it.

Jonah Perlin [00:50:37]:

Again. I am Jonah Perlin, and this is the How I Lawyer podcast. Thanks to podcast sponsor Law Pods for their expert editing. If you're a lawyer considering starting your own podcast, definitely check them out@lawpods.com. And thanks to you for listening. If you enjoyed the episode, I hope you'll consider sharing it with friends and colleagues or on social media. And of course, if you haven't already done so, please sign up for the email list@howylawyer.com or subscribe to the show wherever you listen to podcasts. As always, if you have comments, suggestions, or ideas for the show, please reach out to me at howylayer@gmail.com or at Jonah Perlin on Twitter.