Former Harmonix Shareholders Sue Viacom

December 22, 2010 -

Former Harmonix shareholders filed a lawsuit against Viacom last week, accusing the company of trying to find a slick way to get out of paying performance-based bonuses. According to a lengthy Gamasutra report, the group includes Harmonix founders Alex Rigopulos and Eran Egozy, as well as other early funders of the Boston-based developer. The group claims that Viacom is manipulating costs after the initial success of Rock Band to avoid a potentially giant earn-out payment.

The complaint stems from a 2006 acquisition deal that has soured over the past four years as the Rock Band franchise began to wane in popularity. Viacom acquired Harmonix in September 2006 for $175 million and the promises of bonuses based on the company's performance. According to the complaint, the earn-out formula was supposed to be 3.5 times any gross profit in excess of $32 million earned in 2007.

The group is seeking to "recover damages arising from Viacom's manipulation of these earn-out payments by diverting opportunities from Harmonix for its own benefit in breach of the implied covenant of good faith and fair dealing that inheres in Viacom's contract with Harmonix."

The Rock Band franchise generated over $1 billion in sales in North America through March 2009, according to Viacom. Viacom sent Harmonix's shareholders $150 million for 2007 earn-out payments for 2007, but set aside over $200 million, according to SEC filings. Nevertheless, the company has never paid any money for the 2008 earn-out. In financial statements starting in 2010, Viacom claimed that it was entitled to a "refund of a substantial portion of amounts previously paid" despite not publically stating why.

The issue of earn-out payments has been referred to arbitration. The agreement covered the years 2007 and 2008, based sales and profits from the Rock Band franchise during those periods.

Obviously, the relationship between Harmonix and Viacom is no longer amicable, as evidenced in Viacom's public statements that it wanted to sell the Rock Band maker. Viacom CEO Philippe Dauman claimed recently that "the console game business requires an expertise and scale that we don't have."

However, there is more funny business that the group claims Viacom engaged in after the acquisition. It claims that Viacom tried to find ways to reduce the aforementioned payments to Harmonix shareholders, such as "a negotiation of the EA Partners distribution agreement in the middle of the earn-out period. The group alleges that Viacom "decided to forego the opportunity to reduce EA's distribution fees during 2008 (or in any other way enhance Harmonix's net income or Gross Profit for 2008), and instead demanded benefits for itself (rather than Harmonix) in exchange for allowing EA to continue distributing Rock Band."

The benefits Viacom sought from EA, according to the suit, included a multi-million dollar ad deal with Viacom's MTV Networks and other Viacom media outlets, a reduction in distribution fees beginning in 2009 (after the group's earn-out period) and "acceleration of 2009 payments to 2008."

The group contends that EA would have been flexible with the fees after the success of Rock Band, and that a lower distribution fee from EA would mean higher profits and higher earn-out bonuses for the group.

Finally, there the matter of a $13 million dollar escrow account put aside for legal disputes at the time of the merger. The group alleges that the funds in that account should be released because all of the lawsuits filed against Harmonix and its products have been settled or resolved. Harmonix shareholders claim that three days before the end of the agreement to release the escrow, Viacom sent "an Indemnity Notice in which it stated that it was providing notice of claims for indemnification."

Source: Gamasutra


 
Forgot your password?
Username :
Password :

Poll

Will an M rating hurt Batman: Arkham Knight's sales?:

Shout box

You're not permitted to post shouts.
E. Zachary KnightHad some fun discussions about that dumb dress on Facebook. I opened the original picture in GIMP and sampled the colors and determined them to be Blue and Gold. People still say I am wrong.02/27/2015 - 7:41pm
ConsterTime for something completely different: #teamwhiteandgoldllama!02/27/2015 - 7:27pm
ZippyDSMleeAndrew Eisen: I'll try. ^^02/27/2015 - 5:40pm
ZippyDSMlee james_fudge: That’s what I been doing damnit!! *bites your leg*. LOL All but a couple posts have been written in word 2010. This has had my full attention so I’ve been able to keep some consistency up today which is nice a shame it’s still gibberish ><02/27/2015 - 5:38pm
Andrew EisenLike I said, if you want to have a discussion or get a question answered, I'm more than happy to oblige. All I ask in return is you have enough respect for everyone else to take the time to compose a readable post.02/27/2015 - 5:35pm
ZippyDSMleeI suppose it would be poor of me to say this but thank you for taking the time to reply to my questions, it does help me every now and then to discuss things and update or refine my opinion on stuff.. I do miss the forums here….02/27/2015 - 5:31pm
james_fudgeYou could run it through Word :) It's not that hard.02/27/2015 - 5:30pm
ZippyDSMleeSomething’s I can be clearer on more simple constructs making me better understood. Stack my weaknesses with complex constructs and my bad sense of humor and ya it’s a mess.. Consistent clarity is a pain in the butt for me.02/27/2015 - 5:22pm
ZippyDSMleeHave I ever held a covnersion this long that dose not have issues?02/27/2015 - 5:18pm
ZippyDSMleeBetween being learning disabled and having “quirks” from 5th grade I communicate in streaming conscious, I derive information from written words out of order giving me issues revolving around context.02/27/2015 - 5:17pm
Andrew EisenYou're bullshitting. You can communicate clearly. I've seen you do it. If you want to have a discussion, fine. I'm more than happy to oblige but I'm not going to waste any more of my time if you insist on hiding behind the Zippy character.02/27/2015 - 5:15pm
ZippyDSMleeThose that walk the harsh path of grammar are blind to those that nibble upon it. Of course it helps incoherence is my friend…. LOL02/27/2015 - 5:14pm
Andrew EisenAgain, your comments make no damn sense.02/27/2015 - 5:10pm
ZippyDSMleeMabye if I put my brains in a blender I would think better...I dunno... LOL02/27/2015 - 5:09pm
ZippyDSMleequestion. God this is what I get for writing for the last 3 days…. to much over damn thinking….02/27/2015 - 5:07pm
ZippyDSMleeAndrew Eisen: I was going to say… the basis of feminism(and many things) is group opinion, because she is a part of the group how can she not be influenced by and be lost in whose opinion starts where…but I guess that’s more an existential general human 02/27/2015 - 5:06pm
ZippyDSMleeoy vay this palce hates Noscript I dunno if tis the post being copied from word or scrit issues but it will not let me post sometimes.02/27/2015 - 5:00pm
Andrew EisenYes, I am not portraying her as someone who does not use opinions in her various talks and presentations.02/27/2015 - 4:59pm
ZippyDSMleeattack than think.02/27/2015 - 4:58pm
ZippyDSMleeI can admit a lot of the butthurt coming from the other side is frankly a conditioned response learned from past experiences of censorship and social moral crusades. Which it really is not but it’s a forest for the tree’s issue I guess and it’s easier to 02/27/2015 - 4:58pm
 

Be Heard - Contact Your Politician