United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
MATTHEW F. KENNELLY United States District Judge.
Incorporated (GC2) has filed suit against 1) International
Game Technology PLC, International Game Technology, and IGT;
2) DoubleDown Interactive LLC (DDI), 3) Masque Publishing
Inc., 4) WD Encore Software, LLC, and 5) users of those
entities' products, alleging that they have infringed
GC2's copyrights. International Game Technology PLC (IGT
PLC) has moved under Federal Rule of Procedure 12(b)(2) to
dismiss all claims against it for lack of personal
Court takes the facts from the complaint and its exhibits as
well as the affidavits and exhibits filed in connection with
the motion to dismiss.
Current lineup of IGT defendants
Game Technology PLC (IGT PLC) is a public limited company
organized under the laws of England and Wales. It is the sole
shareholder of International Game Technology, a Nevada
corporation. The Court will refer to this entity as IGT (US).
IGT (US) is the sole shareholder of IGT, also a Nevada
corporation, which the Court will refer to as IGT (NV). IGT
(US) is also the sole member of DoubleDown Interactive LLC
(DDI), a limited liability company formed in the state of
IGT (US) and the Georgia / GTECH entities
(US) is a gaming company that specializes in "the
design, development, manufacture, and marketing of
casino-style gaming equipment, systems technology, and game
content across multiple platforms." Pl.'s Ex. 2 at
S.p.A. GTECH S.p.A. (GTECH), which was formed under the laws
of Italy, was a business-to-business "provider of
lottery and gaming technology solutions and services
Corporation. GTECH Corporation was a wholly owned United
States subsidiary of GTECH, incorporated in Delaware.
Id. The Court will refer to this entity as GTECH
Worldwide Limited / Holdco. On July 11, 2014, Georgia
Worldwide Limited was registered as a limited liability
corporation under the laws of England and Wales. Pl.'s
Ex. 4 at 7; Pl.'s Ex. 2 at 17. On September 16, 2014,
Georgia Worldwide Limited was re-registered as a public
limited company under the legal name Georgia Worldwide PLC
(Holdco). Pl.'s Ex. 2 at 17.
Worldwide Corporation. On July 11, 2014, Georgia Worldwide
Corporation was incorporated in Nevada. Id. at 18.
It was a wholly owned subsidiary of Holdco. Id.
Georgia Worldwide Corporation was formed "solely for the
purpose of affecting" a merger between IGT (US) and
IGT (US)-GTECH merger
15, 2014, IGT (US) merged with GTECH. Id. at 17.
Specifically, GTECH, GTECH (US), Georgia Worldwide Limited,
Georgia Worldwide Corporation, and IGT (US) signed a merger
agreement. Pl.'s Ex. 3 at 6.
September 22, 2014, an integration steering committee was
formed, consisting of senior leaders from GTECH and IGT (US),
including Renato Ascoli- former general manager at GTECH and
now chief executive officer (CEO) of North America Gaming
Interactive (NAGI), an operating segment of IGT PLC.
Pl.'s Ex. 5-a at 5; Pl.'s Ex. 8 at 30. The steering
committee was "responsible for overseeing and guiding
the integration planning" of the merger, which included
setting key targets, making final decisions, and eliminating
obstacles on the path toward integration. Pl.'s Ex. 5-a
at 5. An integration management office was also created,
which was "responsible for integration planning and the
day-to-day project operations." Id. The office
was managed by Fabio Celadon and supported by Victor Duarte,
senior vice president and chief product officer of IGT (US).
Id.; Pl.'s Ex. 2-a at 37.
January 2, 2015, IGT (US) submitted a proxy statement to the
U.S. Securities and Exchange Commission (SEC). Pl.'s Ex.
2 at 33. In the statement, under the header,
"GTECH's Intentions Regarding GTECH and IGT, "
IGT (US) wrote:
Prior to the Closing, GTECH will commence, and following the
Closing, Holdco [Georgia Worldwide PLC] will continue, a
comprehensive evaluation of the combined company's
operations and will identify the best way to integrate the
organizations in order to further improve Holdco's
ability to serve its customers, as well as achieve revenue
and cost synergies. Employees from both GTECH and IGT will be
involved in the evaluation, formation and execution of the
IGT PLC and its subsidiaries
February 26, 2015, Holdco-which as noted earlier was
registered in England and Wales-changed its legal name to IGT
PLC. Pl.'s Ex. 4 at 7. On April 7, 2015, GTECH merged
into IGT PLC, and Georgia Worldwide Corporation merged into
IGT (US). Id. Currently, IGT PLC is the sole
shareholder of IGT (US), and IGT (US) is the sole shareholder
of IGT (NV) and the sole member of DDI, a limited liability
company. IGT Global Solutions Corporation (previously GTECH
(US)) is a wholly owned subsidiary of IGT (NV). Pl.'s Ex.
7 ¶ 4(a); Def.'s Reply, Ex. (Def.'s Ex) A
(Boccia Decl.) ¶ 7.
is a public limited company established under the laws of
England and Wales. Pl.'s Ex. 8 at 3. It has its corporate
headquarters in London, England and its operating
headquarters in Rome, Italy; Providence, Rhode Island; and
Las Vegas, Nevada.
describes itself as the "world's leading provider of
end-to-end gaming solutions with cutting-edge technology,
innovation content, and expertise that drive customer and
player demand." Pl.'s Ex. 4 at 3. It has four
operating segments: NAGI, North America Lottery, Italy, and
International. Id. at 5. NAGI is primarily operated
by IGT PLC's wholly owned subsidiary, IGT (US). Boccia
Decl. ¶ 5. NAGI's business includes land-based
casino games, internet-based interactive wagering games,
play-for-fun casino applications disseminated through DDI,
commercial gaming research and development, and casino
management systems. Pl.'s Ex. 4 at 6. NAGI provides these
products in the United States and Canada. Id. at 7.
In 2015, NAGI revenue made up 23% of IGT PLC's total
revenue at over one billion dollars. Id. at 5.
GC2 and IGT (NV)
the plaintiff in this case, develops videos and images for
games that are primarily displayed on physical wagering
machines, such as slot machines. Am. Compl. ¶¶
22-23. GC2 licensed its artwork to IGT (NV) from 2003 to
2007. Id. ¶ 81. GC2 granted to IGT (NV)
"the sole and exclusive worldwide right and license to
make, manufacture, use, market, and sell gaming equipment 
incorporating the GC2 Projects for use in legalized gaming
jurisdictions." Am. Compl., Ex. 18 (Agreement) §
3.2. The license applied to stand-alone games on "video
gaming devices operated on licensed gaming premises."
Id. The license did not apply to certain wagering
devices or platforms, such as "devices used for mobile
gaming" and "internet gaming." Id.,
Ex. 20 (Amend. 7) § 1. The license also did not apply to
"nonwagering devices, machines and systems such as: (a)
pinball, (b) arcade machines, and (c) gaming consoles,
including but not limited to general purpose computers, for
non-wagered gaming." Id. In exchange for
GC2's exclusive license, IGT (NV) agreed to pay GC2
royalty fees. See Agreement § 3.6(a).
after IGT (NV) ended its relationship with GC2, IGT (NV)