Paul Sarker Talks About the Legal Side of Marvel Studios

ComingSoon spoke with Paul Sarker, a former Marvel lawyer and host of the Better Call Paul podcast. Sarker told us about what the Disney-Marvel merger was like, the sets he’s been to, and what inspired him to take up podcasting.“Hosted by former Marvel entertainment lawyer Paul Sarker and entertainment enthusiast Mesh Lakhani, Better Call Paul will delve into the business and legal issues at play behind the glitz and glam,” reads the podcast’s synopsis. “This show takes you beyond the catchy headlines to find out what’s really at play behind the scenes and gives you an introduction to the business side of show business.”Julia Delbel: You used to work for Marvel for a few years. Can you tell us a little bit about what you did to get everyone introduced to you?Paul Sarker: Sure. So I started basically as a law student intern during my third year of law school. I went to NYU and, when I started, I worked on things like animation and licensing and promotions of the movies. So basically I was a baby lawyer, so I was kind of functioning between a paralegal and a lawyer. I was a student, [and] I think I had demonstrated some aptitude to handle things quickly, but I hadn’t really had a ton of legal experience. Which, in hindsight, was a great way to ramp up. Then when I started full-time, Disney bought Marvel and I worked on … my day-to-day responsibilities were licensing, corporate work, setting up entities, and keeping track of all that. There’s a lot of intercompany agreements. Working on marketing agreements for our films … at that point, Marvel was only making one movie every year or two, as opposed to now, they do three a year. So there was a significant ramp-up. Someone had to keep track of sort of the restrictions around the characters, you know, who could be used where, things like that. So I had to keep track of that too.When you first started with Marvel as an intern, what was your perception of Marvel as a brand and as a company, or as whatever you saw Marvel as? What made you want to work with them?I felt like they were on the rise. I was a fan of Marvel. I was a fan of the X-Men cartoon series because that was out when I was a kid and when I was in elementary school, I would watch that show. My older brother was a huge fan, and he had a lot of comics, so I was a fan of the content. And then, with the Spider-Man movies and X-Men movies, I knew that the movie side of things was really successful or had [the] potential to be. And then Iron Man came out when I was in my second year of law school. After a couple months of seeing Iron Man, I saw the internship posted for Marvel, so I decided [that] if they’re going to get into movies, then this could be a really cool opportunity. Plus going to NYU … in New York, there’s not as many entertainment opportunities as you might think as compared to sort of UCLA or USC or being in LA. So it was one of those right place, right time things.I’ve heard that the Marvel internship you applied for had hundreds of applicants. Why do you think they chose you?I think probably because I had stellar academic credentials. I had a full scholarship to Duke for undergrad. I was at NYU. I was near the top of my class, and I had just finished a summer internship with a very prestigious law firm. So those are probably the factors. But interestingly, I wrote them a cover letter and sent my resume for the internship and I never heard anything. I didn’t hear anything for like a week. Nothing like “thank you for applying.” So I just … normally when that happens, you just move on. But I decided to send a follow-up email a week later, and within five minutes of sending that email, I got a reply back, and they said, “are you available for a call?” And so the two people that I had a call with essentially were like “we weren’t sure if you were serious about applying,” because that was their take. “But if you are serious,” they basically said, “we’ll just stop our search and hire you.” So it was really cool.Did they think you were too good?No, I don’t think so. I just think, at the time, most people that were at sort of like these big prestigious firms would probably not go into something like “in-house” right away. So it was a little bit of an atypical thing, but they had very talented lawyers all along. So my boss was very well credentialed. There’s a lot of people in the company that were doing really well. So I don’t think they thought that, but I think when I went in, my resume [and] my credentials … maybe they portrayed me in a different way, but I think my personality … I met with everyone in the legal department, and I think once you check the academic boxes and then your personality’s a fit, then they were able to move forward. I’m sure now it’s much more difficult to do because it’s a much higher profile a. So it’s a very competitive thing, and it’s a numbers game, and I’m sure there’s a lot of talented people that weren’t able to get hired. (Photo by Karwai Tang/WireImage)They wanted to hire you after the internship full-time, and the day you start, the Disney merger happens. Can you walk me through what the vibe was like when everything happened that day?Yeah, that was really intense. So I didn’t know who Bob Iger was. I mean, I knew who he was as someone who followed Disney generally, and I knew he was a CEO and he started as a weatherman for ABC. And so I walked into work and I thought it was strange that there was this tall suave guy standing outside our office on fifth avenue at 8:50 in the morning in a suit. And it was Bob Iger. He was standing outside the office, he was on his cell phone and he said he was at Marvel today. And I thought that was a little bit strange. Then I walked in and did my normal routine. And my boss was like, “Hey, there’s a group of investors or theme park operators from Korea that are here today for a pitch meeting. Can you take them to a conference room and hang out with them for an hour? Because we have to make this announcement to the company.” And he didn’t tell me what the announcement was, but obviously, it was front-page news in the Wall Street Journal and at the time, so I knew it was happening, but they were asking me how long I’d been working there and I said, it was my first day and they were … I mean, there was obviously a language barrier, because I don’t speak Korean and they didn’t speak very much English, but they were just like, “this is nuts.”After that meeting, everyone was kind of excited, a little bit apprehensive. Your company’s getting bought, which is great for people at the very top of the company. Sometimes it can have people wondering whether they’re going to get fired or laid-off or relocated sort of on the lower levels of the company. And Bob Iger actually spoke and said, “we bought you because we really like the brand. We like your IP. We’re not planning on changing anything. We just want to bring you into the family.” And so it was really exciting. At that point, once the deal is announced, you still have to merge the companies, finish the merger agreement, satisfy all the closing conditions, get all required governmental and other consents. And it was just a sprint from September to January when the deal closed.For those four months, 50% of what I did was working on the merge. We had all these checklists. We had to work with outside counsel. We had antitrust government relations. We had to get consent for changing control from certain contracts. And it was really cool. After that, for the first year, year and a half, it was just integrating the new companies. Certain people got poached to go move over to Disney, certain people got relocated. My boss is one of them, and then he took me with him, so they moved me to LA. I started ramping-up on more Marvel Studios work. And it was really cool.You also did the licensing with the products at Marvel. What was the weirdest one that you came across ot licensed while you were there?So the weirdest one for the movies, because we would also do promotional partnerships and product placement and sponsorship agreements, I think for Avengers: Age of Ultron or iron Man 3, we did a milk sponsorship. There was a Chinese milk brand that ended up being in the movie, which I thought was a little weird. And my wife is Filipino now, but at the time I, I didn’t really know a lot about the Philippines, and we did a co-promotion with Jollibee, which is a very prominent [restaurant]. We have them here, but I don’t think we had them … maybe we had them in Southern California, but I didn’t know what it was. And they have this Chickenjoy, their product — it’s like a bucket of chicken. And so I think it was Captain America: The First Avenger with Jollibee, that was pretty cool. But the product stuff, it’s kind of standard merchandise licensing — t-shirts backpacks, whatever you see in your typical retail store or online with Marvel or Disney merch. That’s what I did.Did you ever get to go on the set or do anything similar with any of the Marvel projects while you were there?Yes, not commonly, like it’s not like I was on set all the time. So I started my career in New York. The first two and a half years I was in New York and then the latter three years, I was in LA. While I was there, we didn’t really shoot that much in LA. I mean we shot half of Captain America: The Winter Soldier in LA, most of Captain America: The First Avenger was shot in the UK. Thor, they did some location stuff — mostly location stuff — but they shot a little bit of Thor in LA. So they built the sets in LA. What else? Avengers, they shot all over the place, but they did a couple of days in New York, in Central Park, and near Grand Central. I was a production lawyer, so I had the production calendar, I was doing the location agreements and all the equipment stuff.So I knew where they were going to be at any given time. And I wouldn’t necessarily create an excuse to go to set, but sometimes it would just happen that there would be a very important scene or a really important contractual provision that I would say, “well, it would really be better if I was on-set just to make sure that there were no issues.” And in particular, I think the coolest one was if you have seen Captain America: The Winter Soldier, there’s the opening scene they’re on this boat and Captain America parachutes down to this boat or he doesn’t even use a parachute. And that’s when they fight George St. Pierre. And so I was on set for that day because that scene, the location was very top secret.It’s like a mobile rocket launch ship. And so there were very strict provisions about security and what could be shown and what couldn’t be shown. So I said, “it’s probably better if I’m there just to make sure that we’re in compliance,” and they were okay with it. When before I moved to LA, Marvel sent me to LA for two months back in 2009 when I first joined. And they took me around like the Thor sets and stuff like that, just to be friendly. And then occasionally when they were doing things on set, when I was in LA and they shot on set and near the office, things like testing to find out who would be Star-Lord, I would go and stop by for a couple of minutes, but I really didn’t have to be on set.I know it’s different now and I know you’re not there now, but back when you were there, were those six film contracts that the actors signed the norm for them?I don’t know the specific number. I think probably there was a range, whether six is accurate or whether that was the average, I really can’t say. But yes, I would say before I was there and while I was there, it was kind of the norm to do agreements with multiple options for films and also for television and for cameos in related franchises that fit our whole identity as an interconnected universe. You don’t want to have to recast frequently, so if someone appears based on … because what we’re trying to do or what they were trying to do is bring the comics to life in film and TV and digital. So in the comics, characters can appear in a lot of different story arcs and they’re interconnected.So you might be reading X-Men and see Avengers being there or Guardians [of the Galaxy] or whatever. So there’s a lot of interconnectivity in the storylines in the comics. And then in order to replicate that on the big screen or the small screen, you need to have your actors appear in different forms of media. So that was why. And obviously, the sequel business or building film franchises and having a lot of sequels is something that Hollywood has gravitated towards because you’re not starting from scratch and reinventing your fanbase every film. So obviously you want to build in the ability to have the actors show up for sequel. There’s a raise or whatever, but you don’t want to have a fresh negotiation every time, typically, because then the price can get high really quickly.You left Marvel during pre-production of Captain America: Civil War at the beginning of Phase Three. One thing about that movie that I know is interesting when the legal stuff is Spider-Man is in it, were you involved in any way with the talks that had to happen with Sony?I wouldn’t say I was involved in the talks. The talks would happen at a very high level between, I’m sure, Kevin [Feige, head of Marvel Studios] and Amy Pascal at Sony, and maybe their deputies, and then my boss was probably looped in on the talks. Once there was a deal or the framework of a deal, then I got looped in to help paper it and draft the agreement that would amend things to enable the agreement that you’re discussing, and the collaboration around Spider-Man. But I was there as of a Scrivener, not really instrumental in it.By the time you left Marvel, how did working for Marvel change your perception of the brand of the content?You know, I was always a fan and I’m still a fan. I think part of me realized more of the business side of it. As I knew that they were successful and that they had been coming out of bankruptcy. So Marvel was in bankruptcy in late 90s, early 2000s, and it went from that to being bought by Disney for whatever, four billion dollars, 10 years later. And now they’re the most successful film franchise in the world. So I knew that they were really successful based on the strength of their brand and the fact that they make really compelling content that fans want to see. What I didn’t realize was how well-run and frugal they were. The person who bought Marvel out of bankruptcy is just a very good businessman because he’s really focused on controlling cost.He ran the company with a very tight ship. And so I didn’t know how that worked or have any insight to that before I started working there. That focus on cost and being efficient, impacted every decision, every deal. Every day at the company was about trying to keep the bottom-line low. And I didn’t realize that, but looking back, that is one of the most important things in running successful businesses: spending less than you make and trying to keep that cost down, because Hollywood’s a fickle business. There’s no guarantee that every movie makes a billion dollars, right? And so Marvel’s had a lot of success, but what you want to do is be in a position where, even if you don’t have phenomenal success in terms of the box office, if your costs are low enough, you can live to fight another day.That was an interesting side of things. The other thing is how nimble it was. Disney’s a huge company, and Marvel’s actually, relatively speaking, a very small company with very valuable IP and they could make decisions in a day or two days, about what to do creatively or what directions … whether there was something that didn’t work for them or problem-solving. I think that was a very fortunate thing to see because a lot of companies are more bureaucratic. Maybe that’s changed, but at the time, it was really fun.So what inspired you to start the Better Call Paul podcast?So Better Call Paul started in … well, the initial conversations started summer of last year. Since I left Marvel, I’ve been in law firms and I work on entertainment, but when you’re at big law firms, a large part of what you do is mergers and acquisitions and huge corporate transactions for big companies. And then within that, in the downtime or in between those deals, you can do content deals, distribution, whatever. So I’ve gotten into a lot of digital work, blockchain, NFT work, sports. So I started Better Call Paul because one of my clients was working on a podcast and I represented her. It was a pretty long negotiation. She’s not a lawyer, and the producer of the podcast, who was her good friend, was not a lawyer, but they were on opposite sides.So it became a contentious deal. And once we worked through it, everything was all good. And she said, “Hey, you might want to meet my producer.” He’s an investor in another podcast that she did, he needs a lawyer. And so I met with him in Madison Square Park last summer. And we talked about what I did, the value add. At that time, Scarlett Johansson had just sued Disney for Black Widow. She claimed that there was a breach of contract because Black Widow was released on Disney+ at the same time, and it diminished her box office. I just gave him my off-the-record take of what I thought probably happened behind the scenes on that, and he thought that was really interesting and said, “Hey, would you be interested in doing a podcast about this sort of stuff?”I thought it was really cool. I wanted to do podcasts in the past because, like I said, starting in 2018, I started doing a lot of podcast work and this was the right time [and] right place to do it. So I had to go to my law firm and I ran the idea by them. They were supportive, but they said they would have to approve every episode. So we started working through that process. Then start of this year, we did a couple practice runs, and then our first episode was February, Super Bowl Sunday. So it’s been really exciting because I do so many different things. I think the podcast, if you’ve listened to it or if you’ve seen it … it gives you an opportunity to understand a little bit about lots of different issues that are happening every day.Things like sports or Johnny Depp v. Amber Heard, defamation, copyright infringement, the way streaming is growing, but also evolving, and NFTs. I do a little bit of that … actually I do a lot of it, but my practice has evolved as the industry’s evolved, and there’s different stuff happening every day, every week. And so that’s why I like the podcast. It enables me to share that and also stay up to speed on things that are happening.What episode of Better Call Paul would you recommend to someone who’s never listened to the podcast before?I think episode five, the Dua Lipa got sued for copyright infringement episode, is pretty good, but I really think you could pick the latest episode. This week we talk about BTS and their Disney deal, the week before Britney Griner, but I think all the episodes are great. I think for an intro because we’ve gotten better over time, I think after the first month we got into more of a flow, so episode five would be a good place to start.

Mojtaba Sadira

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