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 :

Shout box

You're not permitted to post shouts.
ConsterBasically, he's claiming there's a state statute that allows him to invoke section 2 of SB101 and be exempt from it.03/31/2015 - 5:48am
Conster"..military service veteran status, and any breach of this policy shall continue to be considered a material breach of the relationship with the City."03/31/2015 - 5:09am
Conster"no vendor, contractor, grand recipient, or anyone receiving public funds or benefits of any kind shall discriminate on the basis of race, religion, color, disability, sexual orientation, gender identity, national origin, ancestry, age, or United States..03/31/2015 - 5:08am
ConsterGen Con is in Indianapolis, right? Because its mayor signed an executive order that discrimination against LGBTQ (and other groups) is still not allowed: http://www.huffingtonpost.com/2015/03/30/greg-ballard_n_6972928.html03/31/2015 - 5:07am
Andrew EisenTo the surprise of no one, that HD remake of the first level of Super Mario 64 has been DMCA'd. http://mario64-erik.u85.net/Web.html03/30/2015 - 10:54pm
MaskedPixelantehttp://www.destructoid.com/dark-souls-ii-scholar-of-the-first-sin-upgrade-and-pricing-systems-detailed-289743.phtml Dark Souls 2 pricing revealed, is only mildly confusing.03/30/2015 - 6:02pm
MaskedPixelantehttps://twitter.com/yugiohtas/status/582642955489431552 Roger Slifer sent to the graveyard.03/30/2015 - 3:49pm
james_fudgeEZK: it sounds like a carry-over bug from Demon's Souls.03/30/2015 - 1:29pm
Andrew EisenJust watched a clip of one of his correspondent appearances on The Daily Show. Seems like he'll be a good fit.03/30/2015 - 1:26pm
MaskedPixelantehttp://www.nytimes.com/2015/03/31/arts/television/trevor-noah-to-succeed-jon-stewart-on-the-daily-show.html The Daily Show with Trevor Noah.03/30/2015 - 1:17pm
E. Zachary KnightApparently there is an item duping glitch in Bloodborne. I loved those glitches in old Final Fantasy games. They were great. Nothing like infinite Excaliburs for Ninja's to throw.03/30/2015 - 12:58pm
Papa Midnightis no market for these games. There will be no intreospection whatsoever. It's either that or they blame piracy.03/30/2015 - 11:35am
Papa MidnightI'd like to take this time to reiterate the utter mess of a PC port that is Dead or Alive 5, which is missing significant amounts of features on PC in comparison to it's console counter-part. When sales go poorly, I'm certain the excuse will be that PC03/30/2015 - 11:34am
E. Zachary KnightSleep and sanity? No need for that here. Check out our experience at Super! BitCon as we made a game while visitors got to play games. Game Jamming During A Game Convention: A Convention Jam Tale. http://tinyurl.com/ogx46t703/30/2015 - 10:43am
ZippyDSMleePlank? PPLLAAANNKKK!!!!! :P03/30/2015 - 10:05am
MaskedPixelantehttps://www.youtube.com/watch?v=kXYXuXX48m8 Take the "no-prank pledge" today.03/30/2015 - 9:11am
ZippyDSMleecrap around. It’s quite annoying but kinda fun like galaxy...even if has the power ups I hate the planets... oh and here comes a C&D in 3...2.....03/29/2015 - 11:45pm
ZippyDSMleeI was never that much of a fan they messed up the power ups, the level design was good enough for the time but ...meh.. Playing through sunshine again since I am no longer a south paw the controls are still stupid there's little to no options to change cr03/29/2015 - 11:45pm
Cheater87http://www.independent.co.uk/news/uk/home-news/parents-could-be-reported-to-police-if-children-play-violent-video-games-like-call-of-duty-and-grand-theft-auto-10141697.html03/29/2015 - 11:45pm
ZippyDSMleehttp://www.afterdawn.com/news/article.cfm/2015/03/29/click-here-to-play-super-mario-64-in-hd03/29/2015 - 11:45pm
 

Be Heard - Contact Your Politician