Karen D'Rosario: Vital Distribution

There are not that many lawyers who can say they spent Christmas playing bingo with The Darkness. But Karen D’Rosario, in-house counsel at music distribution company Vital Distribution, can. Despite her brush with the current chart darlings, and her longstanding love of the arts, she says she is keen not to be seen as a “dilettante”. No need to worry – as the sole lawyer of an entertainment business with more than 120 independent music labels on its books, the former Law Centre employment lawyer has too much on her plate to spend time posing as a would-be connoisseur.

D’Rosario found her way to Vital, one of the UK’s top three independent record distribution companies, via stints at the Independent Theatre Council and the Incorporated Society of Musicians. Her energies since arriving in February 2002 have been primarily focused on putting Vital’s legal and business affairs in order.

“Because I was Vital’s first-ever in-house lawyer, frankly they didn’t know what to do with me when I got here,” giggles D’Rosario. “The most important thing for me was to go out and meet all the people at the Vital London office, let them know who I was and that I was there as an in-house resource. I’ve since had to put some kind of order into things.”

That ‘order’ began with a three-month handover period from the lawyer who had been dealing with the bulk of Vital’s legal work, partner Tim Northrop at music boutique Searles Solicitors.

“Tim was fantastic, and we’re still very close,” D’Rosario says. “We don’t really farm the work out there anymore because I took most of it back in-house. But what’s been brilliant about Tim is that if I’ve ever got stuck I’ve been able to just give him a ring.”

Vital handles the sales and marketing of records for independent record labels ranging from Mute, Beggars Banquet and Wall of Sound to Skint (Norman Cook’s – aka Fatboy Slim’s – label) and Mr Bongo. Occasionally it will also distribute imprints of a major record company, including the Transcopic label, home of former Blur guitarist Graham Coxon. UK and overseas distribution deals form the bedrock of D’Rosario’s work.

Since she joined, she has standardised all of Vital’s contracts and beefed up a significant proportion, introducing measures such as charging interest on debts, prompted by the number of label liquidations the company has faced recently. D’Rosario has also overhauled all of the company’s employment contracts, using her skills as a former employment specialist, and handled Vital’s advances to its labels.

The workload has been substantial, partly because, prior to her arrival, all business affairs were handled by the board, with the legal work being handled externally. Not surprisingly, it cost a fortune, which is why D’Rosario was brought in. But the company’s historical ‘do it all ourselves’ approach also brought problems.

“Companies that have never had an in-house lawyer before think they can do everything, but we can’t,” says D’Rosario. “I tell everyone the same analogy. I like sports, I can swim well and I used to be short stop on the softball team, but I can’t play golf and my cricket’s not so hot. So we have our specialisms, and in other cases we’re going to have to work with others outside. And that’s slowly coming to the fore.”

Those ‘others’ include the occasional call to Searles and Denton Wilde Sapte partner Charles Law on intellectual property and copyright matters. Vital has also recently started talking to John Benedict of niche music firm Benedicts, on the company’s entry into the mysterious world of digital distribution.

“At the moment, we’re solely engaged in physical distribution, such as CDs, vinyl and DVDs. But we have no choice but to move with the times,” says D’Rosario. “Vital is talking to a number of people right now about striking a deal with an aggregator, although there’s nothing concrete yet.” Another area to which D’Rosario is thinking of adding external expertise is in debt collection. “I know it’s a mundane thing,” she says, “but it’s got to be done – and there’s a lot of money in it.”

D’Rosario grew up in Singapore, graduating in a small local firm, where she was “stuck doing conveyancing and family law”. She moved to the UK in 1988 and spent eight years advising on employment issues, primarily in the voluntary sector, for the Fulham and North Kensington and Hammersmith Law Centres. “It was very rewarding, but there was a lot of pressure. Instead of carrying out the work, you were lobbying to try and get funds to survive,” she remembers.

In 1998 she left “without anything to go to” and went travelling with her health economist husband to overseas non-governmental organisations in Bangladesh and Bosnia. “It gave me thinking time,” says D’Rosario. “When I came back, I’d decided that I really wanted a change.”

Her longtime interest in the arts, music and theatre led to locum stints for the Independent Theatre Council and the Incorporated Society of Musicians, while her interest in human rights led to a six-month stint at the whistleblowing charity Public Concern at Work (“I don’t think my employers know about that,” she jokes).

Another locum position at BBC Worldwide launched her into the position as Vital’s first in-house lawyer. From day one D’Rosario says she made it clear that she wanted to get to grips with all the business affairs work “because that’s what I had originally been hired to do”. Her arrival, however, coincided with a period of restructuring at Vital, which was, as she admits, “a difficult time for the business”. The restructuring included significant redundancies, a shift of headquarters from Bristol to London and the subcontracting of its distribution function in the UK to Total Home Entertainment (THE) and in Eire to RMG Chart Entertainment. The projects were handled primarily by external lawyers (Tenon Statham Gill Davies handled the THE deal as well as last year’s sale of shares in Vital by former shareholder label Mute Records, when the latter was bought by EMI), although D’Rosario handled the RMG deal. Coinciding as they did with D’Rosario’s arrival, they made for a fraught few months. “I was told by the headhunters it was going to be a bread-and-butter job, and it’s not. And thank goodness it’s not, because that would just be boring.”

Boring it is not. While the Christmas 2002 visit from the pre-fame, Vital-distributed The Darkness might not rank as D’Rosario’s most fulfilling professional moment, it was certainly memorable. “They came and played bingo with us at our staff Christmas party – that’s as far as the sex, drugs and rock ’n’ roll goes, I’m afraid,” she says.
D’Rosario recalls fondly that the band was “all in leather, with lots of very long hair,” while bass player Frankie Poullain already had his clone ’tache. “I think he’s heterosexual,” jokes D’Rosario, “though he likes the muscle Mary look.”

Although D’Rosario is relishing her role and has no intention of moving on at the moment, she does have an eye on the future. “We’ve come a long way in the last couple of years,” she says. “For instance, we’ve got a precedents database up and running, which there never was before.

“What I’d like to be able to do when I eventualy decide to leave in a few years’ time is to have a legal department where people can come at any time, and if they want to know what’s happening with a deal or with a particular issue, it will be found quickly. There’s been an enormous amount of internal housekeeping to get things in order and it’s vastly improved already, but we’re not there yet.”
Karen D’Rosario
In-house counsel
Vital Distribution

Statistics
Organisation	Vital Distribution
Sector	Entertainment
Turnover	£50m
Employees	50
Legal capability	One
In-house counsel	Karen D’Rosario
Reporting to	The board
Main law firms	Benedicts, Bond Pearce (property), Denton Wilde Sapte, Searles Solicitors and Tenon Statham Gill Davies