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Marvelous conspired for hostile takeover of indie studio, says suit

Marvelous conspired for hostile takeover of indie studio, says suit Exclusive

October 31, 2012 | By Frank Cifaldi

An independent game studio is bringing Japanese publisher Marvelous AQL to court, claiming that it tried to initiate a hostile takeover and poach its employees in order to avoid a $2.5 million payment.

According to a complaint filed in a California civil court this month by CEO Brian Wiklem, the story began late last year, when Marvelous paid his studio Checkpoint a total of $2.5 million in start-up costs in exchange for a 35 percent share of the privately-owned company and two shipped games by the end of 2012.

Wiklem was to retain the remaining 65 percent, and as part of the deal, Marvelous promised to negotiate a similar deal in good faith for another $2.5 million to ship more titles in 2013.

The two games -- AviNation and Party Politics -- were released, but according to Wiklem, Marvelous refuses to negotiate for 2013, and has also withheld other unrelated payments.

Instead, the suit alleges, Marvelous and former Checkpoint CTO Christopher Masterton "conspired to try to engineer a hostile takeover of Checkpoint."

Wiklem had by this point sold a 24 percent share of the company to Masterton. Apparently Masterton flew out to Japan in September to meet with Marvelous without notifying Wiklem, allegedly to try to sell those shares and give Marvelous majority ownership of the studio.

Contractually, Marvelous wasn't able to purchase those shares without Wiklem's consent. And besides, even if they did have a majority ownership, they wouldn't have had control of the board, as Masterton's shares did not have any voting rights.

Instead, the complaint says, Marvelous hired Masterton away to work at its U.S. subsidiary, XSeed, as well as 14 more of Checkpoint's key development staff, leaving the company gutted and unable to ship product.

The suit claims that the former employees are illegally using Checkpoint-developed technology and assets over at XSeed. Further, apparently Masterton is refusing to provide the login and passwords for "various essential Checkpoint accounts," including its Facebook page.

"These purely malicious actions have no purpose other than to prevented [sic] Checkpoint from effectively doing business, which they have done," the complaint reads, saying that this intentional harm "is part of [Marveous and Masterton's] conspiracy."

The suit claims that Checkpoint has been damaged to the tune of "at least $5 million."

Checkpoint is suing Marvelous, Masterton, XSeed and ten unnamed additional parties on several counts, including a breach of contract, a breach of Marvelous and Masterton's fiduciary duties as board members, and the theft of trade secrets, among other claims.

The attorneys representing Checkpoint offered some points of clarification for this article, but would not give a further statement. MarvelousAQL simply says that it "has no comment."

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