Compliance Updates
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.
Compliance Updates
Minimum Deposit Casinos Warns of Sweeping Changes as States Crack Down on Online Sweepstakes Casinos

Minimum Deposit Casinos (MDC), a leading global online casino review hub and division of the OneTwenty Group, has released new insights into the tightening regulatory landscape for sweepstakes-based gaming in the US. Recent moves by lawmakers in New York, Louisiana, and Montana suggest a coordinated push to eliminate or restrict these alternative online gambling models.
In New York, Senate Bill 5935, introduced by Sen. Joseph Addabbo, has advanced through the legislative process and targets the operation and supply of sweepstakes-style platforms. The bill specifically addresses platforms that use two forms of digital currency — one of which can be redeemed for real-world prizes — a setup now under scrutiny by state regulators.
Meanwhile, Louisiana has taken a similarly hard stance with Senate Bill 181, led by Sen. Adam Bass. The bill aims to ban all forms of sweepstakes games that mimic casino or sports betting experiences, including both the promotion and operation of such services. It passed the state Senate unanimously and is currently being reviewed by the House.
Montana could become the first U.S. state to enact a full prohibition if Senate Bill 555 is signed into law. The bill, which has passed both chambers, seeks to clearly define and outlaw the operation of unlicensed sweepstakes gambling websites.
“States are clearly starting to zero in on grey-area gambling models. These bills show how quickly the legal landscape can shift, and it’s crucial that players and operators stay ahead of the curve,” said a senior analyst at MDC.
Compliance Updates
Greyhound Advocates Applaud Oregon Governor Tina Kotek for Signing Historic Internet Betting Ban on Greyhound Races

The largest greyhound protection group in the world thanked Oregon Governor Tina Kotek for signing a bill to outlaw the processing of internet bets on dog races, calling the new law a landmark victory for greyhound advocates.
“This is the biggest victory for American greyhound advocates since Florida outlawed dog racing in 2018. The walls are closing in on the final remnants of this cruel industry,” said GREY2K USA Executive Director Carey Theil.
Internet wagers on dog races can only be legally processed in two states, Oregon and North Dakota. More than $155 million was gambled on dog racing in 2024 through these Advance Deposit Wagering platforms, with Oregon processing 57% of all internet greyhound bets nationwide. House Bill 3020 phases out the processing of greyhound bets by July 1, 2027. It also ends remote gambling on dog races in Oregon, known as simulcasting.
Greyhound racing is a dying industry, and only continues to exist at two tracks in West Virginia. Florida voters outlawed the activity in 2018 by a vote of 69% to 31%, closing twelve operational racetracks. A bill to prohibit gambling on dog racing nationwide was introduced in the 118th Congress. The bipartisan Greyhound Protection Act earned the support of 80 cosponsors and more than 250 humane groups, anti-gambling organizations, and local animal shelters.
Since 2022, greyhound simulcasting has been outlawed in the seven states of Arizona, Arkansas, Colorado, Kansas, Massachusetts, New Hampshire, and Oregon. When all of these laws take effect, gambling on greyhound racing will only be legal in fourteen states.
All mainstream animal protection groups oppose dog racing due to animal welfare concerns. At the final two tracks in West Virginia, state records indicate that 487 greyhounds were injured in 2024 including 162 dogs that suffered broken bones and thirteen greyhounds that died. Thousands of dogs also endure lives of confinement at West Virginia tracks, kept in cages barely large enough for them to stand up or turn around for long hours each day.
Formed in February of 2001, GREY2K USA is the largest greyhound protection organization in the US with more than 300,000 supporters. As a non-profit 501(c)4 organization, the group works to pass stronger greyhound protection laws and end the cruelty of dog racing on both national and international levels. GREY2K USA also promotes the rescue and adoption of greyhounds across the globe.
Canada
AGCO issues penalties of $151,000 against Great Canadian Entertainment for alleged age verification failures

The Alcohol and Gaming Commission of Ontario (AGCO) has issued $151,000 in penalties to Great Canadian Entertainment for allegedly failing to prevent minors from accessing gambling on multiple occasions at three Toronto-area casinos.
As part of its investigation, the AGCO reviewed four separate incidents in which minors allegedly gained access to the casino floors and in which some of these minors participated in gambling activities – two cases at Great Canadian Casino Resort Toronto, and one at each of Casino Ajax and Pickering Casino Resort.
The AGCO is committed to ensuring casinos meet Ontario’s high standards of harm reduction and responsible gambling. The AGCO’s Standards require operators to ensure only eligible individuals are permitted into a gambling site and strictly prohibit access to anyone under 19 years of age (except in the course of employment). The Standards also mandate that casino employees have the necessary competence, skills, experience and training to effectively carry out their duties, including age verification.
This enforcement action underscores the AGCO’s dedication to protecting youth and other vulnerable individuals.
A casino operator served with an Order of Monetary Penalty by the AGCO Registrar has the right to appeal the Registrar’s decision to the Licence Appeal Tribunal (LAT), an adjudicative tribunal that is part of Tribunals Ontario and independent of the AGCO.
“Ontario casino operators have an obligation to ensure minors are not able to access casino floors or activities such as slot machines or table games. The AGCO will continue to monitor and hold all casino operators accountable for fulfilling this important role.” – Dr. Karin Schnarr, Chief Executive Officer and Registrar, AGCO.
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