Legal Niches

Midway Creditors Sue Former Owner, Mystery Buyer

By gamepolitics

Gamasutra reports that bankrupt Midway's unsecured creditors have banded together to bring suit against former owner Sumner Redstone (left), new owner Mark Thomas and several current and former board members. Among other allegations, the suit charges the defendants with fraudulent transfer, corporate waste, breach of fiduciary duty and unjust enrichment.

GamePolitics readers will recall that Redstone unloaded Midway to Thomas last November for the bargain basement price of $100,000.

The suit alleges that Midway's board of directors, most of whom had non-Midway business ties to Sumner Redstone, put the media mogul's interests ahead of those of the troubled game publisher in approving the deal. The 2008 fire sale to Thomas, the suit alleges, allowed Redstone to write off $700 million in losses, generating "a massive tax refund" and denying Midway the same tax opportunity. Redstone concocted the scheme to sacrifice Midway, the suit claims, in order to salvage the rest of his troubled financial empire, which includes CBS and Viacom.

The suit is unsparing in its criticism of new owner Thomas:

Thomas [was] completely unsuited to be the 87% owner of a publicly traded company... Thomas knew he was not an appropriate owner of Midway. He had no background in the video game industry. He had no assets to invest in Midway. Upon acquiring his controlling interest, he refused to speak with any officer or director of the company and even refused to disclose his middle initial so that an investigation could be made into his background.

More juicy tidbits:

The Redstone-Thomas transaction was completed in less than two weeks and the Redstone defendants kept the transaction secret from Midway's Board of Directors and management...

 

The... transaction gave Thomas a controlling stake in Midway worth tens of millions of dollars and the right to receive interest and principal payments on a $30 million secured loan and $60 million in unsecured loans... for a mere $100,000...

 

One business day before closing [the deal] after analyzing the litigation risks... [and] being told that  [Redstone] would not give him an indemnity in connection with the transaction... Thomas transferred title and ownership in his house to his wife for $1...

DOCUMENT DUMP: Grab a copy of the lawsuit here.

Full post as published by GamePolitics.com on May 13, 2009 (boomark / email).