Advising Sony Interactive Entertainment

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 games industry in Europe and around the globe.  Recent transactions include:

• its acquisition of Finnish mobile game development studio Savage Game Studios, who have made some of the most popular mobile games enjoyed by players around the world. Savage will be joining the newly created PlayStation Studios Mobile Division, which will operate independently from Sony's console development and focus on innovative on-the-go experiences based on new and existing PlayStation IP. 
• its subscription for a stake in Devolver Digital, Inc. on Devolver’s admission to trading on the UK’s Alternative Investment Market on the London Stock Exchange. Devolver is headquartered in Austin, Texas and is an award-winning video games publisher specialising in the indie games space. 
• its acquisition of Firesprite, an independent UK game development company that has partnered with Sony Interactive Entertainment in the past to develop games for the PlayStation4 and PlayStationVR launch.
  
  

Advising on transactions in Real Money Gaming

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.

Advising Caesars Entertainment

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 of 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

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 games sector.

Advising PAI partners

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.

Advising Jagex

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. 

Advising a consortium comprising the founders of Razer Inc. and CVC Capital Partners

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:

• Advising Sony Interactive Entertainment 
  We advised Sony on navigating the complex regulatory environment in making a number of acquisitions in Europe including its acquisition of Finnish mobile game development studio Savage Game Studios, who have made some of the most popular mobile games enjoyed by players around the world. Savage will be joining the newly created PlayStation Studios Mobile Division, which will operate independently from Sony's console development and focus on innovative on-the-go experiences based on new and existing PlayStation IP.
• Advising on strategic acquisitions in the games industry
  Advising a multinational technology company on the China merger control aspects of the acquisition of one of the largest video game publisher’s in the world.
• Advising on antitrust complaint in China
  Advising a major Chinese platform company in connection with a complaint in relation to the games industry against one of the largest multimedia companies in the world.
• Advising on transactions in Real Money Gaming
  Advising 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 navigating the complex regulatory environment across multiple jurisdictions.
• Advising on a UK class action
  Advising a multinational technology company on a proposed opt-out collective action before the UK’s Competition Appeal Tribunal alleging the company has abused a dominant position - one of a flurry of recent class action claims brought against technology companies in the UK and the EU.

We are advising major US, Chinese and European technology and games companies as they address new digital regulation and enforcement across the world’s major economies.  Our recent experience includes:

• AI and data strategies
  Advising global computer games companies on data strategies including issues such as: using player data to train AI, personalised in-game advertising, responding to law enforcement requests for player data, and using personal and device data to ban players. 
• Privacy by design
  Advising 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. 
• Content regulation
  Advising a major social media organisation on its global programme for compliance with content regulation, including consideration of the overlapping laws applying in the key jurisdictions where it operates (including the EU’s Digital Services Act and the UK’s Online Safety Bill), and a commercial approach to rolling out compliance on an international scale.
• Content moderation
  Advising various organisations on the implementation of hosting and take down obligations, and seeking and defending injunctions/orders relating to take down and deletion of content (as well as disclosure of authorship). We have also advised on multi-jurisdictional claims from both individuals and businesses in relation to content shown on platforms (including those made on defamation, human rights, civil rights, privacy, intellectual property and other bases).
• EU platform regulation
  Advising a global online platform in its dealings with the European Commission in the context of the designation of the Very Large Online Platforms (VLOPs) under the EU’s Digital Services Act and the application of the EU’s Digital Markets Act. 
• EU platform regulation
  Advising among others a global electronics manufacturer and one of the world’s largest video gaming companies on the scope of application of the EU’s Digital Services Act. 
• EU platform regulation
  Advising a global video hosting service provider in relation to data access requirements under the EU’s Digital Services Act.

Case study: Complying with European privacy regulations

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. 

Case study: Digital collectibles - navigating U.S. law and regulation

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:

• the issuance of a limited number of purely digital collectibles; and
• the development of a project with both digital and physical components, enabling customers to design and mint NFTs and produce “real world” goods.

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.

Case study: Online gaming patent infringement claim 

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:

• Advising a leading games company on complaints and regulatory investigations
  We provided strategic support and advice to one of the leading games companies on a wide range of employment and immigration related matters in Asia, including in relation to complaints and regulatory investigations relating to harassment and discriminatory workplace conduct and practices, navigating an extensive audit of the client’s practices, resulting in a positive report by the regulator into the measures taken by management to address the above complaints. 
• Advising a leading games company on trade union claims
  We provided legal and strategic advice to successfully fend off a trade union claims for recognition in respect of a leading games company, and carrying out various global legal audits and reviews over in excess of 30 jurisdictions, reporting to management on key findings relating to working time practices and areas of non-compliance with local laws and regulations, and prioritisation of remedial action. 
• Advising Caesars on its acquisition of William Hill plc
  We acted for Caesars on its recommended cash offer for William Hill plc to expand in the fast-growing U.S. sports-betting market, which gave Caesars ownership of one of the world's leading betting and gambling companies. Remuneration and incentive arrangements on this transaction were complex given the number of jurisdictions involved, the timeline between announcement and anticipated completion of the transaction and the sensitive employee communications. We then acted for Caesars Entertainment on the £2.2bn sale of its William Hill's non-US online and retail businesses to 888, the UK listed online casino brand.
• Advising on European acquisitions 
  We advised a video game company on its acquisition of three separate gaming studios in the UK and across Europe. This involved providing English law advice on employment aspects of the UK deal and, for the European studios, strategic oversight and project management of employment aspects of the acquisitions. In each of these acquisitions, the games developers were the key assets being acquired, which lead to novel employee-related conditions precedent to the deals.