The Unofficial "What the Heck? Who owns what BG related and when?" Thread
Illydth
Member, Developer Posts: 1,641
Related: Atari, Hasbro, BioWare (Pre-Origin), Hasbro Interactive, Wizards of the Coast, TSR, D&D, Interplay, Black Isle Studios, SSI, Ubisoft.
For anyone who is still confused about how all of this licensing agreement stuff works and who owns what, I submit the following informational thread. Most of the info here is a correlation of what's coming off of Wikipedia, which itself has a bunch of listed primary sources for the information it contains. Very little (other than the correlation and commentary) is my own work, and most of this can be considered copyright Wikipedia and the other primary sources.
The intent here is to provide the historical reference for how we've all gotten to where we've gotten. Every company in the "related" line above has had a hand in Baldur's Gate and thus every related company above is part of the big puzzle answering the question of who owns what right now.
Here's the status of each part of this puzzle prior to the first part of the Electronic Rights fight.
Atari: Founded 1972 as Atari Inc., Transferred 1984 to Atari Corporation and Atari Games.
Hasbro (Hasbro Interactive): Founded 1968 as Hasbro, subsidiary corporation Hasbro Interactive Founded 1995.
Interplay: Founded 1983 as Interplay Productions
Black Isle Studios: Founded 1996 as a subsidiary division of Interplay
BioWare: Founded 1995 (Co-Founder Trent Oster of BeamDog/OverHaul)
Wizards of the Coast (WotC): Founded 1990
TSR (Tactical Studies Rules): Founded 1973 by Gary Gygax
SSI (Strategic Simulations, Inc.): Founded 1979
UbiSoft: Founded 1986
Whew! Lets start the story with how D&D Came into Hasbro's hands...quickly, and then we'll return to the electronic publishing rights.
The story starts with Gary Gygax and others founding TSR in 1973 and producing D&D, given the age, obviously this was pen and paper. TSR Continued as a company till 1997 where, due to complete insolvency, it was purchased, along with another gaming entity, for $25M. WotC, to this day, still owns the rights to the D&D Intellectual Propery. However, in 1999 Hasbro finally purchases WotC and makes it a subsidiary division of Hasbro making Hasbro the final rights holder for D&D, where it currently resides today.
Electronically, however, the story is more sordid and more complicated. We'll start at the dawn of the personal computer age (where computers started entering the homes of most normal people) the late 1980's. In 1987 video game development and publishing company SSI (Strategic Simulations, Inc.) obtained the rights to publish D&D Based computer games from TSR Inc. They published Pool of Radiance in 1998 and War of the Lance in 1999 and continued producing D&D Based computer games. The were eventually sold to UbiSoft in 2001, but it looks like, Sans the D&D Electronic License.
THIS had been passed to BioWare (though I cannot find information on when or why). Working with Publishing Partner Interplay's money, BioWare created the Infinity Engine (the engine that runs BG, etc.) and produced a proof of concept demo called Battleground: Infinity. Interplay, however, realized that the engine would be well suited to the D&D Franchise and Baldur's Gate was created working with Black Isle Studios a subsidiary of it's publisher Interplay. At this point we can tell who owns what: BioWare owns the rights to the code for the infinity engine, Baldur's Gate which runs on top of it, and Interplay owns the license to publish the game. The time mark here is 1998.
BioWare proceeds to license the Infinity engine to Black Isle Studios who would go on to produce Planescape: Torment and the Icewind Dale series, and a few others.
In the mean time, Hasbro, getting in on the electronic publishing and video gaming industry has created Hasbro Interactive in 1995. Further, in 1998 it buys an important property to this discussion: Wizards of the Coast. D&D Is now owned by Hasbro. WotC is still its own company but now has a parent. All rights to the D&D game moves to Hasbro...however electronic rights are still legally held by BioWare.
Further, in 1996, Atari Corporation merges with a harddrive manufacturer named JT Storage (JTS). In this period the Atari disappears from all production...JT Storage pretty much ONLY holding the rights to the Atari name. JTS then sells these rights to Hasbro's computer division Hasbro Interactive in 1998 creating a new subsidiary company "Atari Interactive".
* In 1998, Both D&D and the Atari Brand are owned by Hasbro. Electronic D&D rights are owned by BioWare but also licensed to Black Isle, and publishing and distribution rights are owned by Interplay.
Here's where the story starts to go south. For the next two years, Interplay continues to publish games in the D&D Franchise including BG2 and it's expansion pack. However, this cannot keep interplay out of debt and in 2001 interplay shuts down Black Isle Studios and files bankruptcy. BioWare starts working with French gaming company Infogrames Interactive to publish games such as Neverwinter Nights and eventually sells their license to produce software based around D&D to them.
From the "just how the hell small is the video game industry anyway?" department, in the same year (2001) Infogrames Interactive buys Hasbro Interactive from Hasbro to become Infogrames Inc. (IESA also known as Atari SA). In 2003 Infogrames Inc. licenses the Atari name and logo from Atari Interactive (still owned by Hasbro) and then in 2008 finishes the purchase to create the wholly owned subsidiary Atari Inc. (or in our case Atari US...the people going through bankruptcy right now). Also in 2008 Atari Inc. (US) and Interplay complete a long standing legal battle for the D&D Rights...Atari "purchasing" them from Interplay for 1,050,000 in debt forgiveness.
The final standing in 2008:
* Hasbro owns WotC who owns D&D the RPG which was purchased from failing TSR.
* Infogrames Inc. (Atari SA) owns the Electronic License and the Distribution license to Electronic D&D Games. The IP License came from BioWare while the electronic distribution rights came from Interplay through Atari Inc.
From Wikipedia regarding the sale of Hasbro Interactive to Infogrames Inc.:
Under the terms of the sale agreement, Infogrames gained the rights to develop games based on Hasbro properties for a period of 15 years plus an option for an additional 5 years based on performance.[7]
http://www.atarihq.com/news/2000/1206.html
Based upon all of this there are some conclusions we can draw:
* Infogrames Inc. (Atari SA - the ones suing it's own child company Atari US for $230M and change) are the holders of the rights to develop, license, and distribute Electronic D&D properties. They own these rights till a MINIMUM of 2015 whereby the contract can be renewed for 5 years based upon performance.
* Atari US does not now nor has it ever owned any rights to D&D Properties. As a subsidiary company of Atari SA it's had the legal ability to publish games in the US based upon that property, but those rights are not owned by Atari US and thus are not up for sale or management based upon the Atari US bankruptcy.
And that takes us to Today with Atari US in Bankruptcy.
Hopefully this answers the question of who owns what at this point.
For anyone who is still confused about how all of this licensing agreement stuff works and who owns what, I submit the following informational thread. Most of the info here is a correlation of what's coming off of Wikipedia, which itself has a bunch of listed primary sources for the information it contains. Very little (other than the correlation and commentary) is my own work, and most of this can be considered copyright Wikipedia and the other primary sources.
The intent here is to provide the historical reference for how we've all gotten to where we've gotten. Every company in the "related" line above has had a hand in Baldur's Gate and thus every related company above is part of the big puzzle answering the question of who owns what right now.
Here's the status of each part of this puzzle prior to the first part of the Electronic Rights fight.
Atari: Founded 1972 as Atari Inc., Transferred 1984 to Atari Corporation and Atari Games.
Hasbro (Hasbro Interactive): Founded 1968 as Hasbro, subsidiary corporation Hasbro Interactive Founded 1995.
Interplay: Founded 1983 as Interplay Productions
Black Isle Studios: Founded 1996 as a subsidiary division of Interplay
BioWare: Founded 1995 (Co-Founder Trent Oster of BeamDog/OverHaul)
Wizards of the Coast (WotC): Founded 1990
TSR (Tactical Studies Rules): Founded 1973 by Gary Gygax
SSI (Strategic Simulations, Inc.): Founded 1979
UbiSoft: Founded 1986
Whew! Lets start the story with how D&D Came into Hasbro's hands...quickly, and then we'll return to the electronic publishing rights.
The story starts with Gary Gygax and others founding TSR in 1973 and producing D&D, given the age, obviously this was pen and paper. TSR Continued as a company till 1997 where, due to complete insolvency, it was purchased, along with another gaming entity, for $25M. WotC, to this day, still owns the rights to the D&D Intellectual Propery. However, in 1999 Hasbro finally purchases WotC and makes it a subsidiary division of Hasbro making Hasbro the final rights holder for D&D, where it currently resides today.
Electronically, however, the story is more sordid and more complicated. We'll start at the dawn of the personal computer age (where computers started entering the homes of most normal people) the late 1980's. In 1987 video game development and publishing company SSI (Strategic Simulations, Inc.) obtained the rights to publish D&D Based computer games from TSR Inc. They published Pool of Radiance in 1998 and War of the Lance in 1999 and continued producing D&D Based computer games. The were eventually sold to UbiSoft in 2001, but it looks like, Sans the D&D Electronic License.
THIS had been passed to BioWare (though I cannot find information on when or why). Working with Publishing Partner Interplay's money, BioWare created the Infinity Engine (the engine that runs BG, etc.) and produced a proof of concept demo called Battleground: Infinity. Interplay, however, realized that the engine would be well suited to the D&D Franchise and Baldur's Gate was created working with Black Isle Studios a subsidiary of it's publisher Interplay. At this point we can tell who owns what: BioWare owns the rights to the code for the infinity engine, Baldur's Gate which runs on top of it, and Interplay owns the license to publish the game. The time mark here is 1998.
BioWare proceeds to license the Infinity engine to Black Isle Studios who would go on to produce Planescape: Torment and the Icewind Dale series, and a few others.
In the mean time, Hasbro, getting in on the electronic publishing and video gaming industry has created Hasbro Interactive in 1995. Further, in 1998 it buys an important property to this discussion: Wizards of the Coast. D&D Is now owned by Hasbro. WotC is still its own company but now has a parent. All rights to the D&D game moves to Hasbro...however electronic rights are still legally held by BioWare.
Further, in 1996, Atari Corporation merges with a harddrive manufacturer named JT Storage (JTS). In this period the Atari disappears from all production...JT Storage pretty much ONLY holding the rights to the Atari name. JTS then sells these rights to Hasbro's computer division Hasbro Interactive in 1998 creating a new subsidiary company "Atari Interactive".
* In 1998, Both D&D and the Atari Brand are owned by Hasbro. Electronic D&D rights are owned by BioWare but also licensed to Black Isle, and publishing and distribution rights are owned by Interplay.
Here's where the story starts to go south. For the next two years, Interplay continues to publish games in the D&D Franchise including BG2 and it's expansion pack. However, this cannot keep interplay out of debt and in 2001 interplay shuts down Black Isle Studios and files bankruptcy. BioWare starts working with French gaming company Infogrames Interactive to publish games such as Neverwinter Nights and eventually sells their license to produce software based around D&D to them.
From the "just how the hell small is the video game industry anyway?" department, in the same year (2001) Infogrames Interactive buys Hasbro Interactive from Hasbro to become Infogrames Inc. (IESA also known as Atari SA). In 2003 Infogrames Inc. licenses the Atari name and logo from Atari Interactive (still owned by Hasbro) and then in 2008 finishes the purchase to create the wholly owned subsidiary Atari Inc. (or in our case Atari US...the people going through bankruptcy right now). Also in 2008 Atari Inc. (US) and Interplay complete a long standing legal battle for the D&D Rights...Atari "purchasing" them from Interplay for 1,050,000 in debt forgiveness.
The final standing in 2008:
* Hasbro owns WotC who owns D&D the RPG which was purchased from failing TSR.
* Infogrames Inc. (Atari SA) owns the Electronic License and the Distribution license to Electronic D&D Games. The IP License came from BioWare while the electronic distribution rights came from Interplay through Atari Inc.
From Wikipedia regarding the sale of Hasbro Interactive to Infogrames Inc.:
Under the terms of the sale agreement, Infogrames gained the rights to develop games based on Hasbro properties for a period of 15 years plus an option for an additional 5 years based on performance.[7]
http://www.atarihq.com/news/2000/1206.html
Based upon all of this there are some conclusions we can draw:
* Infogrames Inc. (Atari SA - the ones suing it's own child company Atari US for $230M and change) are the holders of the rights to develop, license, and distribute Electronic D&D properties. They own these rights till a MINIMUM of 2015 whereby the contract can be renewed for 5 years based upon performance.
* Atari US does not now nor has it ever owned any rights to D&D Properties. As a subsidiary company of Atari SA it's had the legal ability to publish games in the US based upon that property, but those rights are not owned by Atari US and thus are not up for sale or management based upon the Atari US bankruptcy.
And that takes us to Today with Atari US in Bankruptcy.
Hopefully this answers the question of who owns what at this point.
10
Comments
http://company.wizards.com/content/hasbro-and-atari-resolve-dungeons-dragons-rights-dispute
http://www.gamespot.com/news/neverwinter-delayed-as-hasbro-atari-settle-dandd-dispute-6328979
I think they were allowed to keep the stuff they already had (or was in progress) but are not allowed to develop anything new without going through Hasbro.
The most likely reason why Baldur's Gate and the D&D franchises are not up for sale by Atari U.S. is because they do not own those rights, Atari, S.A. does. Further, most of the news that people find regarding Atari U.S. probably won't make any difference to the current situation.
I haven't been able to find any documentation regarding the Book 6 filed in France by Atari, S.A., however, and so I have no idea what's happening in that regard. I get the feeling that Atari, S.A. (France) is where people should be focusing their interest.
Edit: on the plus side of that, there is a good chance we will hear more from Atari, S.A. once the final details have been settled by Atari U.S. (Atari, S.A. apparently wishes to resume trading once this has been settled due to finding a replacement for BlueBay (though, obviously, there is nothing official at this time), so that could be why there is very little information regarding the Book VI).
From Wikipedia, regarding Atari Interactive: Further research: So, in short, Atari Interactive, Inc. owns those properties, but the two (Atari, Inc. (U.S.) and Atari Interactive, Inc. (U.S.)) both belong to Atari, S.A (France).
One subsidiary cannot dip into another subsidiary's IP pool without the proper permissions from all involved. So, it still all hinges on what happens to Atari, S.A. In this case, just because Atari, Inc., is going down the tubes, it doesn't actually mean that Atari Interactive, Inc. is. If they do manage to sell off the Atari brand name, then they will most likely have to re-brand back to Infogrames, S.A. and Infogrames Interactive, Inc.
Examining the next paragraph under the one I copied above: Note the use of the D&D brand back in 2004. It was 2011 which was the turning point. Up until that point, those rights were owned by Atari Interactive, Inc. rather than Atari, Inc. (the one going through the Chapter 11).
So, the way I see it is this:
Atari, Inc. (U.S.) filed for Chapter 11.
Atari Interactive, Inc. (also U.S., forgive my earlier notation that it was French. Formally Hasbro Interactive, formally Infogrames Interactive, Inc., owned by Atari, S.A.) is currently a 'property holder,' and, as an entity, is not currently going through bankruptcy. This is an asset owned by Atari, S.A. Whatever licences rights they still have due to the legal battle a couple years ago (Hasbro apparently reclaimed the D&D rights in 2011 that were sold as part of Hasbro Interactive in (apparently) 2001, but continued to licence those rights back to Atari Interactive, Inc. (subsidiary of Atari S.A.)). Those rights are not owned by Atari, Inc.
Atari, S.A. (France, formerly Infogrames) filed for Book VI, but no more news in relation to this filing.
Everyone is currently focused on Atari, Inc., rather than Atari S.A. or Atari Interactive, Inc.
Sources:
http://en.wikipedia.org/wiki/Atari_Interactive
http://www.secinfo.com/dsvr4.28Z7.htm
It looks to me like both US companies filed for chapter 11 together with two other companies I haven't heard of ("Atari Inc.; Atari Interactive, Inc; California U.S. Holdings, Inc.; and Humongous, Inc"):
http://chapter11cases.com/atari-u-s-operations-voluntarily-file-for-chapter-11-bankruptcy-protection-in-effort-to-split-from-french-parent-company/
The times article explicitly states that Atari Interactive filed for ch 11 bankruptcy:
http://dealbook.nytimes.com/2013/01/21/ataris-united-states-division-files-for-bankruptcy/?_r=0
I believe both US companies want to detach themselves from the mother ship. I also think that Ch 11 means that the courts are involved with what happens with their current assets (the recent auction). The value of the classic D&D games is probably not high enough to make a dent in the net worth of the company which would explain why we haven't heard much about them.
As to the rest, the US companies are what you know "Atari" as. They hold the name "Atari". The French Company (the parent company, otherwise known as Infogrames S.A.) is who holds the IP for these titles...they obtained them from Bioware through a sale back in 2001.
The US companies don't want to detach themselves from the mothership, they are going under, the Mothership is attempting to re-absorb their wayward children by filing that humongous $260M claim against Atari US.
Chpt 11 = Restructuring. What that means is that the company Atari Inc. continues to exist regardless of the outcome of the Bankruptcy (whether or not enough money is found to pay off Atari's debts). If at the end of the Chapter 11 filing Atari Inc. doesn't have enough money to pay off it's debitors, the corporation itself gets owned by the debitors...which is why Atari SA / Infogrames threw in such a huge claim against Atari Inc. It pretty much GUARANTEES Atari Inc. goes under, but also guarantees that Infogrames becomes the controlling entity in "Atari Inc." after this is all over with.
The value of classic D&D means nothing...it's not owned by Atari Inc. and thus isn't within the property being sold.
Both of the U.S. branches want to detach, but from what I can find Atari, Inc. is leading the charge. This is unlikely to actually happen, however. As far as I am aware, the list of game franchises was incredibly small, not even half the number of games on Atari Interactive, Inc.'s list. Best I can tell, they are going through a restructuring period before before things have a chance of getting even messier. If they cannot pay off their own debts, then the parent company comes after them (which is why Atari, S.A. are apparently suing?).
But, like I said, I don't believe that they have the right to sell their leased licence (which ends in 2015, I think). It looks like conflicting reports. A number of news sites I've seen specifically state Atari, Inc.
Wired:
http://www.wired.co.uk/news/archive/2013-05/23/atari-bankruptcy
Wall Street Journal (if you can't view it due to subscription, you might be able to get it via the cache):
http://online.wsj.com/article/SB10001424127887323975004578499210656230972.html
And the original documentation at the beginning of the case merely states "Atari, Inc., et al." Atari, Inc. is the entity that a lot of people think about when they say "Atari," but that is not who owns the D&D rights.
Regardless of which entity owns the licensed rights, I don't think they have the right to actually sell that licence - perhaps due to it needing to be renegotiated (since the contract would probably have been drawn up with regards to Atari having those rights, and if Atari is no longer in the picture then that part of the contract is defunct), or perhaps it is something that was included as a clause from Hasbro after the issue with Atari apparently sub-licensing to Namco Bandai.
Edit: someone else put together a chronological list of events leading up to 2012.
It's interesting that Atari S.A.'s (Atari société anonyme, heh!) stock seems to have taken quite a dive over the last year, I guess they aren't doing so well either: http://investing.businessweek.com/research/stocks/snapshot/snapshot.asp?ticker=ATA:FP
In fact, according to an article at the bottom of the page, Atari S.A.'s past quarterly income of 0.9Mil includes 0.7Mil from it's US companies. Hmm.... No wonder they want to reclaim their kids.
@Troodon80 - I don't think these lists of assets are complete. If you look at the "original documentation" link you posted above, "et al" is defined at the bottom of page one as:
Here's the primary one, Atari, Inc. Here's Atari Interactive, Inc, California U.S. Holdings, Inc., and Humongous, Inc.
Each entity must file its own Chapter 11, but can be dealt with together. Note in the Atari Interactive, Inc. documentation (page four), it states that Atari, Inc. is the "lead case." As I said before, they are the entity that everyone is focused on. My original point, and the point that @Illydth made in the first post, is that people should not be entirely focused on Atari, Inc.
Note, also, that in a Chapter 11 case not everything must be sold. Chapter 11 allows for a period of restructuring, selling assets in order to pay their current debt, etc.
As a breakdown of who owns what from the list of franchises provided:
RollerCoaster Tycoon Franchise $3,500,000 July 16, 2013 Atari, Inc.
Test Drive Franchise $1,500,000 July 16, 2013 Atari, Inc.
Humongous Franchise, Fatty’s Bear’s Birthday Surprise, Math Gran Prix
$500,000 July 17, 2013 Humongous, Inc.
Backyard Sports Franchise $750,000 July 17, 2013 Atari, Inc.
Total Annihilation Franchise $250,000 July 17, 2013 Humongous, Inc.
Airborne Ranger Franchise $100,000 July 18, 2013 Interactive Game Group(?
Formerly owned by Atari Interactive, Inc.?)
Battlezone Franchise $250,000 July 18, 2013 Atari, Inc.
Master of Orion Franchise $100,000 July 18, 2013 Atari, Inc.
Moonbase Commander Franchise $100,000 July 18, 2013 Humongous, Inc./Atari, Inc.
Star Control Franchise $100,000 July 18, 2013 Atari, S.A.
Atari Brand / Atari Classics / Atari Casino $15,000,000 July 19, 2013 Atari, S.A., Atari Interactive, Inc., Atari, Inc.,
Humongous, Inc., California U.S. Holdings, Inc.
In fact, I can't see any item on that list owned solely by Atari Interactive, Inc. (the 'Atari' that holds the D&D licence), although I could be wrong about the exact ownerships.
As far as identifying the various entities involved, I can't get far beyond distinguishing between the French parent company "Atari S.A." and the set of U.S. companies: Atari Inc, Atari Interactive, etc.
It's very interesting that Atari S.A. is listed as owning any of the titles that were put up for auction by the US Atari companies, especially since Atari S.A. is itself in dire financial trouble and is suing the US companies for a tremendous amount of money. Atari S.A. also filed for bankruptcy a while back which may have triggered the whole thing.
Those rights would have been purchased by Infogrames at the same time when they purchased Hasbro Interactive. Infogrames then went on to rename Hasbro Interactive to Infogrames Interactive. From there, they re-branded the entire Infogrames organisation to Atari. Infogrames Interactive (formerly Hasbro Interactive, holders of the D&D licence) became Atari Interactive, Inc., Infogrames, Inc. became Atari, Inc., and Infogrames Entertainment, S.A. became Atari, S.A.
A reason for Atari, S.A. suing the subsidiaries might be to keep them on a short leash, and could be done to try and absorb whatever rights and IPs they might have as separate entities.
The "who owns what" debate is something complex, although Wikipedia's source linking makes doing research that little bit easier. As I said before, however, Atari, S.A. does own the rights, but only by being the parent company. I can safely assume that Atari Interactive, Inc., being the holder of those rights before the rebranding, still holds some of those rights. Unless a renegotiation was made when Hasbro regained control of the D&D brand and Intellectual Property, and that Atari, S.A. was the sole principal of the negotiation at that time - in which case Atari, S.A. does indeed have sole ownership over those production and distribution rights.
Edited for typos.
"The American wing of gaming company Atari is filing for bankruptcy and chapter 11 reorganization. The French parent company for Atari has hit hard times financially, and according to the L.A. Times, the US department wants out."
As @Cerevant points out with his post, Atari S.A. has been in deep financial trouble (to the point of undergoing their own Ch. 11). The US Atari companies our trying to shelter themselves from this impact. Atari S.A. may be trying to prove to their debtors that they are doing everything possible to try and pay off their own debt (including calling in their loans to the US companies). In fact, the odd sale of BGEE by Atari through various venues may be something they have to do to prove they are doing everything they can to bring in revenue. But I have no real understanding of Ch 11 bankruptcy...
It doesn't look as though that information is as readily available as the American documentation is.
From what I have read, the U.S. branch wanted bankruptcy protection because of the French parent company and its debt.
Also, to note, I've read though a large number of pages regarding this bankruptcy (the documents linked above from FreeCourtDockets.com (which, ironically, isn't free at all)), and I cannot find any mention of IdeaSpark Labs, Beamdog, Overhaul, Trent Oster, or the Dungeons & Dragons series.
I would assume if Atari owed Beamdog or Beamdog owed Atari, that it would be mentioned in at least one of these documents. As either a creditor, debtor, or debtor in possession, depending on which way the winds were blowing. Which is both quite interesting and off-topic.
I wonder how bad things are for Atari S.A. - if it has to sell off it's assets as well. That could put more IP on the chopping block. I doubt we would hear about small deals like BG though.
(amazing what I can say without saying anything)
I'm DYING to learn just how the hell far off all of my conjecture over the last several weeks has been...but whether or not someone is EVER able to comment on that.
Congrats, and looking forward to continuing my "butt kicking for goodness!" on the fourms here.