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We advised Sony on a series of strategic acquisitions in Europe to enhance its mobile and video gaming offerings at a time of significant growth in the gaming industry in Europe and around the globe. Recent transactions include:
We advised a leading global gaming content and technology company and top-tier mobile games publisher, on a number of its strategic transactions, including public and private M&A opportunities, as it expands in key areas such as real money gaming.
This included a particular focus on the talent acquisition and retention elements of the transactions, together with focus on protecting IP and development rights and navigating the complex regulatory environment across multiple jurisdictions.
We advised Caesars Entertainment, Inc. on its agreement to sell William Hill’s (non-US) online and retail businesses to 888, the UK listed online casino brand, for an enterprise value of £2.2 billion. William Hill International is one of the UK’s leading and most trusted bookmakers, with over 1,400 retail betting shops across the UK, and over 1.5 million active UK customers online.
The sale aimed to create a global online betting and gaming leader by combining “two of the industry’s leading brands” delivering significant operating efficiencies including pre-tax cost synergies oft at least £100 million per year, leading to improved margins.
The disposal follows Caesars' £2.9 billion public takeover of William Hill PLC which completed in April 2021 and on which Linklaters also advised.
Advising Microsoft on the US$2.5bn acquisition of the Mojang Group holding the rights to the video game Minecraft. We were lead counsel on this transaction which was one of the first $1bn+ acquisitions in the gaming sector.
We advised PAI partners on its c.€2.75bn divestment of Asmodee, a leading international game publisher and distributor with over 39 million products sold annually in more than 50 countries. Asmodee was acquired by Embracer Group, a global public video game company. As part of the transaction, PAI became a shareholder in Embracer, enabling the firm to retain exposure to the fast-growing gaming and entertainment segments and to benefit from the value creation of the combined new group.
We advised UK-based game developer and publisher Jagex on its acquisition of US development studio Pipeworks Studios — the company's first ever acquisition of an external studio. Our team advised on various aspects of the deal including navigating the foreign investment regulatory landscape.
We advised a consortium comprising the founders of Razer Inc. and CVC Capital Partners on the US$1.38bn management buyout and take-private of Razer Inc. Razer is a world leader in high-performance gaming hardware, software and systems.
Our recent experience includes:
We are advising major US, Chinese and European technology and gaming companies as they address new digital regulation and enforcement across the world’s major economies. Our recent experience includes:
We advised one of China’s top games development and publishing companies which has a particular focus on international markets, on a broad range of GDPR compliance, privacy by design, age-appropriate design and other data protection regulatory issues.
Challenges & solutions
The matter team reviewed existing games which have millions of subscribers and beta-test versions of newer games on mobile app based games software – conducting play-through and surface reviews of the app’s data flows, fair processing information, terms and conditions and access gates for compliance with European privacy regulations. Our advice was key in ensuring the development team based in China could build in the privacy protections required to publish and market their flagship games in one of the company’s largest export markets.
In addition to regulatory reviews of and compliance advice on the games themselves, the team produced a suite of documents to build privacy by design into the processes of the organisation going forwards. The documents embed data protection principles into the technical heart of our client’s organisation, with a focus on practical utility for non-legal audiences made up of software developers without native/bilingual English language skills.
We advised an online luxury fashion retail platform on certain proposed non-fungible token (NFT) offerings, helping them to navigate U.S. federal securities, commodities, financial regulatory, sanctions and consumer protection law risks. These NFT offerings form part a broader aim for the company to leverage the metaverse, alternate realities, digital collectibles and gamification to evolve, achieve brand extensions and elevate the online shopping experience for consumers.
Challenges & solutions
In light of the recent increase in private litigation, enforcement actions and regulatory investigations of entities operating in the digital asset space, the platform sought advice on certain key legal and regulatory risks associated with targeting U.S. customers with NFT-related projects. Our analysis addressed varying potential fact patterns and strategies, including:
We provided guidance concerning the current U.S. legal landscape, including certain key regulatory risks. Among other things, we explained the possibility that, depending upon the relevant facts and circumstances, the U.S. Securities and Exchange Commission (the SEC) may characterize the offer and sale of NFTs/related digital assets as the offer and sale of securities under U.S. federal securities laws and that, if such a digital asset is deemed to be a security, certain follow-on risks exist for market participants, depending upon their activities, including potentially being deemed to be an unregistered broker-dealer, and investment adviser, an exchange (or a mechanism of an exchange) and so on.
We also proposed a variety of strategies for possible risk mitigation, which included considering the potential feasibility, merits and risks associated with the various approaches.
Because of the depth of our experience advising in the digital assets space, our familiarity with recent crypto market developments and our U.S. regulatory expertise, we were able to produce a comprehensive, practical - and highly current - assessment, not just concerning U.S. federal securities laws, but also a wide variety of other key legal content areas relevant to digital collectibles and other digital assets.
Given the mix of U.S. regulators intensely focused on crypto enforcement and a digital assets market that has become increasingly mainstream, we believe that it is critical for serious market players to understand, beginning at the architectural phases of their projects, the U.S. regulatory risks.
We advised Playtech on its successful defence of an infringement claim relating to a broad patent for online gaming.
Challenges & solution
The claimant had bought the Menashe patent, a well-known patent for online gaming. It related to an “interactive, real time, realistic 'home' computer gaming system using general purpose computers. The system comprises a central or host computer, a plurality of terminal computers forming player stations remote from the host, communicating means for connecting each of the terminals to the host, and program means for operating the computers and the communication between the terminals and host.” The claimant alleged that Playtech infringed the patent.
Playtech argued that the invention claimed in the patent was not new; was obvious; and was not in fact an invention under the UK Patents Act. The technology was, by the time of trial, quite old. The key prior art was relatively old, and by the date of the trial no longer of much interest to gamers.
By careful searching Playtech identified an old game that contained the elements of the claimed invention. In reply, it was argued that the patent was limited to gaming for ‘real money’. Playtech’s expert helped the court understand that this limitation was simply not included in the claims and was only one of the options for implementing the invention. Compelling expert evidence for Playtech helped the court conclude that all Playtech’s arguments were correct – the invention was old, obvious and the contribution made by the patent in suit lay wholly in matter excluded from patent protection.
Our experience in developing the law on objections to patents for business methods was particularly helpful. Unusually in a patent case the loser did not appeal.
Our recent experience includes: