Interplay: Fallout 6 could be ours
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On a business standpoint, even a three game deal seems like it would pay off pretty well for Bethesda given they'll likely make billions for themselves by the end of it all.
That being said, what's the purpose of a three game deal and having all these restrictions in place against Interplay if the contract would simply revert? Didn't Bethesda end up buying the entire IP in 2006 or so? I think there was a quote from a Bethesda PR person around that time who said something like "we wanted to own it"?
Edit: On the topic of a purchase, could also be one of those "cheaper to do it this way" type things? Suppose Interplay was purchased for $10 million, you would also end up acquiring things like liabilities (debt, lawsuits, etc) wages, and so on which also add up but isn't directly reflected in the total price.
Edit 2: Scratch the first bit, I see now that the 3 game deal will only kick in again if the Fallout MMO can't be made. But that brings a few more questions to the table, like will it be decided in court now or later?
That being said, what's the purpose of a three game deal and having all these restrictions in place against Interplay if the contract would simply revert? Didn't Bethesda end up buying the entire IP in 2006 or so? I think there was a quote from a Bethesda PR person around that time who said something like "we wanted to own it"?
Edit: On the topic of a purchase, could also be one of those "cheaper to do it this way" type things? Suppose Interplay was purchased for $10 million, you would also end up acquiring things like liabilities (debt, lawsuits, etc) wages, and so on which also add up but isn't directly reflected in the total price.
Edit 2: Scratch the first bit, I see now that the 3 game deal will only kick in again if the Fallout MMO can't be made. But that brings a few more questions to the table, like will it be decided in court now or later?
Take over clause
Herve and company wisely already set up an antitakeover clause. They passed an edict through a shareholder meeting that in the event that outside forces try to buy the company, then they can issue up to 300 million (or it might have been 150 million, I can't remember how many exactly) new shares to parties that are favorable to the main shareholders interests. This effectively made it impossible to take them over and it allowed them the ability to issue shares for deals, such as the I2G deal, and for financing, such as the deal with the New York investment bankers for 600,000 with another 1 million possible if the share price rises. the investment banker deal issued several million new shares with the opportunity for the company to get more shares.
Herve and company wisely already set up an antitakeover clause. They passed an edict through a shareholder meeting that in the event that outside forces try to buy the company, then they can issue up to 300 million (or it might have been 150 million, I can't remember how many exactly) new shares to parties that are favorable to the main shareholders interests. This effectively made it impossible to take them over and it allowed them the ability to issue shares for deals, such as the I2G deal, and for financing, such as the deal with the New York investment bankers for 600,000 with another 1 million possible if the share price rises. the investment banker deal issued several million new shares with the opportunity for the company to get more shares.
100LBSofDogmeat
It Wandered In From the Wastes
Haha, I already consider them non-canon!Ausir said:
Re: Take over clause
Thanks, that's good information. I was Googling news stories and checking SEC filings to try and get a handle on who owns Interplay, but I wasn't having much luck with it. Herve Caen himself seems to own less than 1/6th of the company, and Eric owns considerably less. There are a few other major shareholder purchases filed with the SEC, but it's tough to know how current that stuff is, or what they intend to do with the stock. Financial Planning and Development S.A., which purchased a majority of the stock a year and a half ago, is a mysterious little company. I wonder if it is associated with or controlled by the Caens, but it isn't clear to me why they would bother to buy Interplay's stock through such a circuitous route. In either case, I don't even know how to figure out how much of the stock the company still owns. For all we know they sold much of it since then.
Also, it occurs to me that paying upwards of $4+ million for control of Interplay just to settle a lawsuit may not actually be the cheaper solution. I have no idea what it's costing them to the pursue all of this legal action. While I'm sure that is expensive, I would be kind of surprised to find out that they spent that much money on it. Consider this: if it took that kind of cash to reach this point, surely Interplay themselves could not afford to keep it up. Even if Herve manages to conjure up some financing somewhere, they couldn't afford to spend all of their money just fighting this lawsuit when they are trying to develop and publish games.
If the court finds that Interplay did not meet their obligations related to development and financing of the MMOG, Bethesda would still own the property. Honestly, I don't see a scenario in which ownership of Fallout returns to Interplay. I just don't see it happening. That's why I said the discussion was purely academic.
troybilt said:
Thanks, that's good information. I was Googling news stories and checking SEC filings to try and get a handle on who owns Interplay, but I wasn't having much luck with it. Herve Caen himself seems to own less than 1/6th of the company, and Eric owns considerably less. There are a few other major shareholder purchases filed with the SEC, but it's tough to know how current that stuff is, or what they intend to do with the stock. Financial Planning and Development S.A., which purchased a majority of the stock a year and a half ago, is a mysterious little company. I wonder if it is associated with or controlled by the Caens, but it isn't clear to me why they would bother to buy Interplay's stock through such a circuitous route. In either case, I don't even know how to figure out how much of the stock the company still owns. For all we know they sold much of it since then.
Also, it occurs to me that paying upwards of $4+ million for control of Interplay just to settle a lawsuit may not actually be the cheaper solution. I have no idea what it's costing them to the pursue all of this legal action. While I'm sure that is expensive, I would be kind of surprised to find out that they spent that much money on it. Consider this: if it took that kind of cash to reach this point, surely Interplay themselves could not afford to keep it up. Even if Herve manages to conjure up some financing somewhere, they couldn't afford to spend all of their money just fighting this lawsuit when they are trying to develop and publish games.
Elven6 said:
If the court finds that Interplay did not meet their obligations related to development and financing of the MMOG, Bethesda would still own the property. Honestly, I don't see a scenario in which ownership of Fallout returns to Interplay. I just don't see it happening. That's why I said the discussion was purely academic.
Ausir said:
I understand the argument they're making, I just don't think it's going to fly. Reversing a sale like this is a pretty extreme action for a court. Even if the court agrees with Interplay that Bethesda interfered in the efforts, monetary damages seem far more appropriate.
As always, though, there is the caveat that I am not a lawyer, and I could be wrong about this stuff. I don't think I am, though.
TheWesDude
Sonny, I Watched the Vault Bein' Built!
geech, the problem is that if the court accepts that beth interfered with the execution and clauses of the contract, all the court can do is nullify the contract ( easiest thing to do ) or to modify the contract ( depending on the extent could be pretty hard ).
what you are forgetting is that fallout 3 and NV could be left as-is under the original contract, so it really would not do a whole lot other than requiring interplay to re-pay the amount beth gave iply for the 2nd contract, and possible damages from beth to iply.
what you are forgetting is that fallout 3 and NV could be left as-is under the original contract, so it really would not do a whole lot other than requiring interplay to re-pay the amount beth gave iply for the 2nd contract, and possible damages from beth to iply.
TheWesDude said:
I'm not forgetting anything.
When a party is held to be in breach of a contract, the law recognizes two different types of remedies: remedies at law (monetary damages) and remedies in equity. Although rescission is one possible remedy in equity, the court typically only awards equitable remedies if monetary damages are inadequate. In other words, the court has a preference for monetary damages over other remedies. It is not at all clear to me that monetary damages would be inadequate in this situation.
The Asset Purchase Agreement and the Trademark License Agreement are two separate agreements. Even if Bethesda is found to have interfered in Interplay's ability to develop or fund their MMOG, which is not a given, the court would look for remedies within the context of the TLA. Even if monetary damages are not considered adequate, rescission of the TLA might not result in rescission of the APA. I think Interplay would actually have to prove that Bethesda fraudulently made the agreement, which would be extremely difficult.
My ultimate point is that there are several layers of obstacles between Interplay and ownership of the IP. Nothing I have seen has led me to believe they can build the case for it.
Re: Take over clause
The Exclusive Licensing Agreement was totally superseded by the later agreements. It won't factor into the case at all unless the APA is voided, rescinded or otherwise nullified. The possibility of that happening is incredibly remote.
I'm not sure what you're asking about refuse.
Elven6 said:
The Exclusive Licensing Agreement was totally superseded by the later agreements. It won't factor into the case at all unless the APA is voided, rescinded or otherwise nullified. The possibility of that happening is incredibly remote.
I'm not sure what you're asking about refuse.
Re: Take over clause
I guess another way to word it is what factors constitute a canceled APA? If the court says, "no you can't make the MMO", does that count? Or would it simply be if Bethesda gave the notice without any foreign aid (in this case, the courts).
If I recall correctly, the APA only covers the MMO, so wouldn't the APA changing simply impact the MMO side of things and nothing more? The classic Fallout stuff was covered in a different agreement I believe.
Geech said:
I guess another way to word it is what factors constitute a canceled APA? If the court says, "no you can't make the MMO", does that count? Or would it simply be if Bethesda gave the notice without any foreign aid (in this case, the courts).
If I recall correctly, the APA only covers the MMO, so wouldn't the APA changing simply impact the MMO side of things and nothing more? The classic Fallout stuff was covered in a different agreement I believe.
Re: Take over clause
Your recollection is not quite accurate. The Asset Purchase Agreement does not mentioned the MMOG at all. That is covered solely in the Trademark License Agreement. If the court finds that Interplay did not meet their obligations as outlined in the TLA and therefore cannot develop a Fallout MMOG, it will have absolutely no bearing on the APA. Essentially, the only way the APA can be rescinded is if Interplay proves that Bethesda made the agreement fraudulently, and that monetary damages are not adequate to make Interplay whole after the fraud. I don't think they can do it.
Elven6 said:
Your recollection is not quite accurate. The Asset Purchase Agreement does not mentioned the MMOG at all. That is covered solely in the Trademark License Agreement. If the court finds that Interplay did not meet their obligations as outlined in the TLA and therefore cannot develop a Fallout MMOG, it will have absolutely no bearing on the APA. Essentially, the only way the APA can be rescinded is if Interplay proves that Bethesda made the agreement fraudulently, and that monetary damages are not adequate to make Interplay whole after the fraud. I don't think they can do it.
White Knight
Water Chip? Been There, Done That
Elric said:
Your judging a engine in a game that hasn't come out yet? Please shut up, your as bad as beth fanboys.
Ausir said:
This is why the popular concept of canon is ridiculous. If it takes less than a church council to declare something non-canon, it wasn't canon to begin with.
Exception: T-Rex can declare things to be non-canon at will