Compliance Updates
Tom Rogers, Chairman of Engine Media Holdings and former Chairman of WinView, Inc., and other Directors Sued Over Breach of Fiduciary Duty
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Former shareholders seek damages and to unwind merger
In a lawsuit filed in Delaware Chancery Court, Tom Rogers and Hank Ratner, former board members of WinView, Inc., were accused of advancing their personal interests over their duty to common stockholders when arranging the three-way merger that created Engine Media Holdings last year. As a result of their actions, Rogers and Ratner benefited financially from the merger and joined the board of the new company, while common shareholders were left with virtually nothing. The suit, filed by Diamond McCarthy on behalf of the plaintiff shareholders, calls for the reversal of the merger, a monetary damages award and the return of patents covering online and sports betting to WinView, which contributed them in the ill-fated merger.
The suit further alleges that Graham Holdings, WinView’s largest shareholder, ignored and acted in opposition to the interests of the common stockholders. Graham’s representative on the Board of WinView chaired the board committee responsible for evaluating the proposed merger. But the committee, contrary to standard practice, failed to retain a financial advisor to review the financial terms or provide a fairness opinion. The complaint also alleges the directors used pressure and misleading disclosures to push the merger. Financial documents filed shortly after the merger revealed that Frankly and Torque were plagued by losses. This legacy, according to the Complaint, continues to burden Engine Media Holdings today.
Engine Media Holdings, a Toronto Venture Exchange-listed company, was formed by the merger of three companies – WinView, Inc., Frankly and Torque – in May 2020. WinView was founded in 2009 by mobile gaming pioneer David B. Lockton, whose predecessor companies first offered cash-entry live games on smart mobile devices in the early 1990s. WinView’s patent portfolio was and remains foundational to conducting mobile and live sports betting, on-line casino gambling, and daily fantasy sports. A recent Morgan Stanley Research report estimated the US market for sports betting could reach $8.5 billion by 2025.
The Plaintiff stockholders are represented by the law firm of Diamond McCarthy, LLP and Whiteford, Taylor & Preston LLP.
A copy of the lawsuit is available here.
Compliance Updates
NYSGC Appoints Terryl Brown to the New York Gaming Facility Location Board
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The New York State Gaming Commission (Commission) unanimously appointed Terryl Brown to the New York Gaming Facility Location Board (Board), which is overseeing the commercial casino siting process in the New York Metro region.
“The Gaming Facility Location Board’s work can be transformational for the State of New York. Ms. Brown brings a wealth of experience, expertise and public service to the team that will evaluate casino proposals. I thank her and the entire Board for its ongoing work and service to New York State,” Commission Chair Brian O’Dwyer said.
Terryl Brown currently serves as Vice President and General Counsel at Pace University. Prior to taking her position at Pace, Brown served as Deputy Commissioner of Legal Affairs and Administration for the New York City Fire Department, where she oversaw operations and legal matters for a department comprised of 17,000 employees. Brown has also been Chief Ethics Officer and Counsel with the New York State Attorney General’s Office, Acting Counsel to Governor David Paterson, First Assistant Counsel to Governor Eliot Spitzer, a Commissioner of the New York State Joint Commission on Public Ethics, Executive Vice President and General Counsel at the New York Power Authority, and a Partner at Harris Beach PLLC.
Brown graduated from Pace University with a bachelor’s degree in political science; earned a master’s from Villanova University; and a J.D. and M.B.A. from University of Pittsburgh. She completed an advanced finance program at the University of Pennsylvania.
Brown joins Vicki Been, Marion Phillips, III, Stuart Rabinowitz, and Greg Reimers on the Gaming Facility Location Board.
The Board is ultimately responsible for reviewing and evaluating casino applications and recommending up to three facilities for licensure.
Compliance Updates
Jackpot Digital Receives Maine Gaming License
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Jackpot Digital Inc., the world’s leading provider of innovative dealerless electronic poker gaming solutions, has announced that it has received license approval from the Maine Gambling Control Unit (MGCU).
This milestone marks a significant achievement for the Company, as it is the first state-issued license it has received in the US. This state license allows the Company to install its casino machines throughout all of Maine.
“Receiving approval from MGCU is a major accomplishment. Until now, our U.S. licenses have been exclusively through our valued Indian Gaming casino partners, who issue licenses for their respective properties. A state license, however, grants us access to the entire state. We have several additional state licenses pending approval, representing a major expansion opportunity into larger state-regulated commercial casinos,” Jake Kalpakian, CEO of Jackpot Digital, said.
“More immediately, this MGCU approval enables us to offer Jackpot Blitz to gaming operators across Maine. We are excited to bring our innovative products to Maine’s gaming community and reinforce our commitment to delivering cutting-edge technology-driven entertainment,” Mr. Kalpakian added.
Jackpot Digital’s flagship product, the Jackpot Blitz ETG, offers a modern, dealerless, player-friendly poker solution that integrates traditional multiplayer poker games with cutting-edge digital technology. The MGCU license will enable the company to offer its innovative gaming solutions to operators throughout Maine, driving new revenue opportunities and enhancing player experiences.
Compliance Updates
MGCB Issues Cease-and-Desist Order to BetNow
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The Michigan Gaming Control Board (MGCB) has issued a cease-and-desist order to BetNow.eu Sportsbook, Casino, and Racebook (BetNow), an offshore online casino operating illegally within the state. The site offers a range of casino games, including slots, poker, and live dealer options such as blackjack, roulette, and craps, as well as betting services for sports events and horse races.
“This unlicensed operator not only violates Michigan law, but also exposes consumers to significant risks. Our job is to protect Michigan residents by ensuring that all online gambling is conducted legally and responsibly,” MGCB Executive Director Henry Williams said.
BetNow offers numerous payment options for player deposits, including Visa, Mastercard, American Express, Zelle, Apple Pay, Google Pay, PayPal, Bitcoin, Ethereum, Litecoin, Tether, Bitcoin Cash, CashMG, and bank transfers. However, players must wager their entire initial deposit before becoming eligible to withdraw any winnings.
The MGCB’s investigation found that BetNow is in violation of several key state laws, including:
• Lawful Internet Gaming Act: Only licensed operators are permitted to offer internet gaming. Only Michigan-licensed casinos and federally authorized tribal casinos can apply for a gaming license under state law.
• Michigan Gaming Control and Revenue Act: Operating an unlicensed gambling business is a felony in Michigan, carrying penalties of up to 10 years in prison, a fine of up to $100,000, or both.
• Michigan Penal Code: Gambling, which involves payment based on the outcome of an uncertain event, is prohibited under state law. Accepting money with the understanding it will be paid based on a game of chance is illegal.
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