Game Studio Merger and Clone IP Defence

An international game studio with more than 100,000 daily players was completing a merger built around a $100 million share purchase agreement. The deal transferred ownership of its flagship online game — the studio's main asset — to the buyer under SPA warranties and IP-related indemnity provisions. In 2024, a former business partner released a near-identical clone containing parts of the original source code. The same code had also been used in two earlier titles co-developed with that partner, creating overlapping ownership claims. The buyer could invoke indemnity for an IP breach, and the client faced material financial exposure under the SPA before the dispute was resolved.

We built the IP defence and SPA position in parallel, working from code ownership outward to the buyer relationship:

1. Source code analysis — conducted a structured review of the disputed code across the original game and two co-developed titles, and showed it could not be attributed solely to one party. Both the buyer and the former partner held legitimate rights to use it.
2. Clone assessment — demonstrated that the new title still met the key criteria of a copy of the original game, independent of the shared code question.
3. SPA warranty defence — proved the client had not breached its IP warranties under the $100 million SPA: the buyer knew the code's origin and had separately acquired a co-developed game containing it from the same former partner.
4. Negotiations — used those findings in direct talks with the former partner and the buyer, securing removal of the clone game and closing the indemnity exposure.