Tom Rogers, Chairman of Engine Media Holdings and former Chairman of WinView, Inc., and other Directors Sued Over Breach of Fiduciary Duty

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.