Allen R. Grogan is an attorney and high technology executive with more than 30 years of experience working with software, internet and entertainment industry companies and entrepreneurs. He has served as a senior executive and general counsel at both public and private companies.
He is currently Senior Vice President and Chief Legal Officer at Jazz Semiconductor, Inc., in Newport Beach, California. Jazz, a wholly owned subsidiary of Tower Semiconductor, Ltd. (NASDAQ: TSEM) manufactures highly integrated analog and mixed-signal semiconductors used in devices such as set-top boxes, cellular phones, wireless local area networking devices, digital TVs, gaming devices, switches, routers and broadband modems. Prior to its merger with Tower in September 2008, Grogan was Senior Vice President and Chief Legal officer at Jazz Technologies, Inc. (AMEX: JAZ), where he worked to secure financing and consummate a merger between Jazz Technologies and Jazz Semiconductor that closed in early 2007.
Prior to Jazz, he spent six years as a key executive formulating corporate strategy, structuring strategic alliances and securing venture capital financing for Viacore, Inc., a B2B supply chain solution company. At Viacore he managed and coordinated all of the company’s legal work as well as identified, evaluated and executed strategies to acquire technology and create value through alliances and partnerships. Grogan was instrumental in raising more than $85 million in investment from firms including Arrow Electronics, Avnet, Cisco Systems, Dell Computer, FedEx, HP, Intel, SOFTBANK Capital, Tech Data and VantagePoint Venture Partners. He was involved in formulating corporate strategy since the company’s earliest days as a startup; was the primary negotiator and team leader in equity investments, technology licensing, alliance agreements and international ventures; and played a leading role in structuring and negotiating the sale of the company to IBM.
Before Viacore, Grogan headed the high technology transactional practice at Blanc Williams Johnston & Kronstadt, a Los Angeles firm nationally recognized for its expertise in the representation of clients in the computer and online industries. (The law firm subsequently merged with Arnold and Porter.) For twenty years, Grogan's practice emphasized licensing, distribution, proprietary rights and transactional matters relating to computers and high technology, including structuring of strategic alliances and partnerships; venture capital; copyright, trade secret, patent and other intellectual property issues; software and computer equipment acquisition; software licensing; software development; software and equipment maintenance and support; technology outsourcing; information security and confidentiality; and failed computer system issues and disputes.
He is nationally recognized as a pioneer and a leading attorney in the representation of computer and high technology clients. In addition, Grogan has represented clients in the music, motion picture and television industries, and was one of the first attorneys with expertise and experience in both entertainment and high technology.
Prior to joining Blanc Williams Johnston & Kronstadt, Grogan was an attorney with Irell and Manella in Los Angeles.
Computer and telecommunications industry clients for which Mr. Grogan worked while in private practice ranged from small startups to large publicly traded companies, and included, among others, America Online, Americast, Andersen Consulting, Ashton-Tate, Atari, Bell South, Borland International, the Cole-Gilburne Fund, Davidson & Associates, Digital Equipment Corporation, EDS, First Data Corporation, Ingram Micro, Lotus Development, MAI Systems, Merisel, Microsoft, Netscape Communications, Quarterdeck, RCC, Silicon Graphics, SBC and Time Warner Interactive. He also advised numerous non-computer industry clients with respect to transactions relating to technology and proprietary rights, including American Express, City of Hope, Creative Artists Agency, Michael Crichton, Cyprus Minerals Corporation, the County of Los Angeles, Pfizer, Playboy, Starbucks and Utah Power and Light.
In 1984 Grogan co-founded The Computer and Internet Lawyer (originally known as The Computer Lawyer), a monthly publication of Aspen Publishing Law & Business. Now in its twenty-eigth year of publication, this is the leading professional journal devoted to legal issues relating to the computer and online industries. For more than fifteen years Grogan served as co-editor-in-chief of this publication, and he continues to serve as a consulting editor.
Grogan has also served on the editorial boards of The Cyberspace Lawyer, a monthly publication of Glasser LegalWorks, and The Journal of Internet Law, a monthly publication of Aspen Publishing Law & Business. He is the co-author and co-editor of the book Business and Legal Guide to Online-Internet Law, published in 1997 by Glasser LegalWorks, and a former Vice-Chairman of the American Bar Association Computer Law Division of the Section of Science and Technology.
Grogan has been a frequent writer and speaker at legal and industry conferences in the United States and internationally, including Japan, the People's Republic of China, Taiwan and Brazil. He has authored dozens of articles on topics including outsourcing and service bureau contracts, taxation of hardware and software, licensing and acquisition of content for new media works and proprietary rights.
He holds a bachelor’s degree with honors in psychology from Oberlin College, where he received a National Merit Scholarship and was elected to membership in Sigma Xi, the Scientific Research Society. Grogan earned a master’s degree in communications management from the Annenberg School of Communications at the University of Southern California and a J.D. degree from the University of Southern California Law Center, where he served on the USC Law Review.
He is an active supporter of theatre, arts and music programs, including the Cerritos Center for the Performing Arts, the Hollywood Bowl, the Jazz and Heritage Foundation (which oversees the New Orleans Jazz and Heritage Festival), Laguna Playhouse, the Monterey Jazz Festival, the Ojai Music Festival, MKNMM Charities (which oversees The Ponderosa Stomp), South Coast Repertory Theater, and UCLA Live.
Bio from www.allengrogan.com
February 29, 2012 Interview (via email) with Allen Grogan:
Who do you think is most negatively impacted by illegal downloading: established musicians, record companies, or musicians trying to establish themselves?
That's a complex and difficult question, I think.
Let's start with the record companies, which is the easy one -- they'veclearly taken a pounding. Their entire business model was turned upside down by P2P file sharing and digital distribution. CD sales, which were hugely profitable for the record companies, have plummetted. Digital album sales don't begin to make up the difference, and individual track downloads don't make the companies anywhere near as much money (assuming we're talking about legal downloads through iTunes or amazon.)For almost all of the last7 years or so there hasbeen steady year over year decrease in sales of albums/CDs, even combiningboth tangible and digital sales.While it used to be that a big artist would sell literally millions of copies of tangible CDs, you're not seeing even the biggest names selling multiple millions of digital albums.I suspect some of that is because people just buy individual songs, not albums, but I also suspect a lot of that is due to piracy.
As to the established vs. new musicians question, I think it's easier to see and measure how established musiciansget hurt.They have a track record -- people in the industry know more or less what to expect in terms of sales of an established musician, andI thinkthe big names think they're losing lots of sales. That's why you see bands like Metallica at the forefront of antipiracy efforts.
My impression is that some of the younger musicians have grown up withdifferent expectations, so a number of them are trying to find more creative modelsfor a music industry career. Where it used to be that bands touredanddid live performances as a way of selling albums,some of the younger musicians have flipped that model on its head, and now assume that they'll make most of their money from touring and performing, and that givingaway albums is a way to get name recognition that assures they get bookings. I think that's also why you seeso many more musicfestivals like Bonnaroo -- if a band can get enough of a following to play those kinds of festivalsregularly, then they can actually get paid a decent amount for live performances. Some young bands are also looking for corporate sponsors to underwrite their tours and other ways of making money besides the traditional ones. I think the paradox is that when the bands finally become successful, then they really are losing money because of piracy, just like the old established bands.
There have always been a handful of bands -- actually, maybe only one -- who adopted those kinds of models in the old days. The Grateful Dead is the one that comes tomind. They nevertried to discourage people from recording and selling bootleg albums and they developed such a huge following that theycould tour constantly and make good money. Dylan may be kind of in the same category, but there aren't many.
For a brief time you worked in the music industry doing copyright law. How much do you think the focus of your job would've changed (after the creation of
internet pirating) had you stayed in that field?
Yes, I was doing lots of copyright law and lots of contracts -- music publishing agreements, songwriter contracts, recording contracts, etc. As the music industry changed, lawyers had to keep up with the changes -- negotiating different royalty structures for online streaming, dealing with the different business model of sales through itunes at 99 cents a song (with a big chunk of that being taken by Apple and the record companies). I think there was a period of time when music lawyers spent a lot of time banging their heads against the wall trying to stop piracy, especially during the Napster era. Now I think everyone accepts there is going to be a certain fairly high level of piracy and artists and companies need to find ways to adapt.
Interesting historical perspective here:
http://www.digitalmusicnews.com/stories/081611thirty
Along the same lines, we speak in class a lot about conceptualization. Specifically, we discuss the fact that when laws were created 30 or 40 (or 50 or 100...etc) years ago, we had no way of conceptualizing what the Internet is capable of today. How is this problematic when it comes to file sharing?
That's actually been a problem for a hundred years or more. In the early 1900s, the Supreme Court faced the question whether piano rolls -- perforated sheets of paper that you feed into a player piano to get it to play a song -- are "copies" of the musical work for purposes of copyright law. If so, you could sue someone for making a copy of a piano roll; if not, you couldn't. The Supreme Court, trying to grapple with the new cutting edge technology of piano rolls, concluded in 1908 that a piano roll was NOT a copy of the musical work and therefore was not protectible under copyright law. Congress had to rewrite the copyright act (which it did in 1909 as part of a comprehensive revision that was already underway) to provide protection.
Similar problems arose with the advent of computer software. When I was in law school, the first majorrevision of the copyright act since the 1909 Act -- the 1976 Act -- was enacted. It did not explicitlyaddress copyright protection for computer software, although the legislative history suggests that Congress intended computer programs to be treatedsimilarly to literary works. But computer programs presented unique issues that hadn't been fully thought through. For example, copyright law prohibits someone from "copying" a work; however, to use a computer program, a copy has to be loaded into RAM, at leasttemporarily. Similarly, although "copying" is prohibited, users have a legitimate need to make backup copies.This led toa lot of debate, the appointment of a commission, and the publication of a report known as the CONTU Report, which came outaround the time I was finishing law school. Itrecommended changes to copyright law to clarify that computer programs are protected and also to create certain exceptions in the statute -- for example, making it clear that loading a copy of the program into RAM forpurposes of using the programfor its intended purpose is not a copyright infringement.
Modifying a work is also a copyright infringement. But what if you need to slightly modify a computer program to get it to work on your computer? Should that be ok? Again, no one anticipated all of the issues, but as computers and software became ubiquitous, all of these questions came up and had to be addressed either by courts or by Congress.
Then people started "renting" software -- setting up stores kind of like Blockbuster where you could borrow a program for a few days and then return it. But of course, what was really happening is people were renting software for a few days, making permanent copies of it, and not buying a legitimate copy of the program. More action by Congress to prohibit software rental -- all because no one anticipated how the technology would evolve faster than the law.
The same thing happened with semiconductor designs -- no one was sure whether they should be treated like literary works and protected by copyright or treated more like functional industrial products that competitors should be free to copy.
All of that is a long winded way of saying that innovations in technology (whether it's music or computers) move much faster than the legal system is capable of moving. By the time the courts or Congress have taken years to address a problem, that problem has often become irrelevant or eclipsed by new problems. (Piano rolls didn't turn out to be very important for very long, either.)
I really got into computer law because I had experience in copyrightlaw, and I saw there were new issues that the industry was going to have to address. The new issues for me were a lot more interesting than hand holding a bunch of musicians with big egos.
Lastly, where do you draw the line (either legally or morally) at sharing music? In other words, what is the difference between illegally downloading music online, and recording a song off the radio using a tape deck (or making a mix-tape Christmas CD for friends, for instance)?
Morality is a big can of worms.
Legally, there's a long and complex history here, which mostly bears out what I said above -- that legislative and court solutions are usually outdated by the time they are implemented.