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Engine Media Holdings Patent Portfolio Ownership Clouded by Suit Against Tom Rogers, Chairman of Engine and Former Chairman of WinView, Inc. over Breach of Fiduciary Duty


GEORGETOWN, Del., July 12, 2021 /PRNewswire/ — In a lawsuit filed by Diamond McCarthy LLP and Whiteford, Taylor & Preston LLP in Delaware Chancery Court, Tom Rogers and Hank Ratner, former board members of WinView, Inc., are/have been accused of advancing their personal interests over their fiduciary duty to common stockholders in forcing the three-way merger that created Engine Media Holdings last year. The lawsuit alleges that Rogers, Ratner, and the board disregarded viable alternatives, and threatened and misled WinView’s shareholders to advance a merger plan designed to benefit the defendants financially while common shareholders were left with virtually nothing. The suit also claims that Graham Holdings, WinView’s largest shareholder , ignored and acted in opposition to the interests of the common stockholders when their representative, the chair of the board committee responsible for evaluating the proposed merger, failed to retain a financial advisor to review the terms or provide a fairness opinion. Following the merger, in contrast to written representations, financial statements disclosed that all Engine’s subsidiaries continue to suffer declining revenues and mounting losses.

The amended complaint, filed July 9, 2021, seeks to rescind the merger. The complaint states that recission is appropriate because WinView’s assets are primarily a freely transferable portfolio of 80 issued United States patents, which relate to mobile sports betting and online gaming technology. The plaintiffs claim damages would be inadequate to replace the value of the 80 patents created through a lifetime of WinView’s founders’ efforts. Two such patents are currently at the center of a patent infringement case against DraftKings in the United State District Court of New Jersey.



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