Legal counsel for mergers, acquisitions, and investment in the esports and gaming sector, with deal structures built around unfamiliar digital assets and business models and the diligence and documentation a transaction needs.
An esports organization is a bundle of licenses that someone has agreed to call a company. The league slot is a license from the publisher, and publisher agreements routinely make a change of control a consent event. The roster is a set of personal-service contracts, some of them with minors. The team brand is often a logo a freelancer drew and never assigned in writing, which under 17 U.S.C. § 204(a) means the freelancer still owns it.
So diligence here is a diligence of consents and chain of title before it is one of financials, and the purchase agreement is built from what it finds: consents as closing conditions, holdbacks keyed to the renewals that carry the value, and representations that say only what the record supports.
The financing rules are the ordinary ones. A Regulation D round files its Form D within 15 days of the first sale, and a game company holding geolocation or other sensitive personal data on more than one million US individuals sits inside CFIUS jurisdiction. Where a raise has drawn a regulator's attention, we have represented clients in matters before the SEC.
Structuring mergers, acquisitions, and investments around the digital assets and business models the sector turns on, and negotiating the terms behind them so a transaction reflects what is actually being bought or funded.
Disciplined review of corporate records, intellectual property and licensing, player and sponsorship contracts, and compliance history, surfacing the risks that should shape pricing and terms or stop a deal altogether.
We prepare the full closing set, meaning purchase and investment agreements, ancillary documents, and the corporate approvals that turn a negotiated deal into an enforceable one and keep the record clean.
Legal support for organizations, leagues, and game companies raising capital, covering entity and offering structure, financing documentation, and the securities requirements that apply to private placements and ongoing reporting.
Attention to the intellectual property and the in-game, platform, and content assets common in this sector, so the rights that carry enterprise value are identified, cleared, and transferred in writing as part of the transaction.
Guidance on the securities and regulatory frameworks that apply to a financing, including registration exemptions, disclosure obligations, and, where a regulator is involved, representation in matters before the SEC.
A franchise or league slot is a license from the publisher rather than property the team owns, and the participation agreement almost always makes a change of control a consent event. That consent is the first closing condition we draft and the one most likely to set the timetable.
Player agreements commonly carry termination or renegotiation rights on a change of control, and a contract with a minor is voidable at the minor's election in most states whatever it says. A roster valued at signing has to be counted again on the day the deal closes.
A contractor's work is made for hire only under a signed agreement and only within the nine categories in 17 U.S.C. § 101, and a logo fits none of them. Without a written assignment the designer still owns the mark, a gap far cheaper to close before the letter of intent than after it.
A Regulation D round files Form D within 15 days of the first sale. A Rule 506(c) raise may advertise only if every purchaser is accredited and the issuer took reasonable steps to verify it; since March 2025 the SEC staff has accepted a high minimum investment with written representations as such a step.
A game company that holds geolocation or other sensitive personal data on more than one million US individuals falls within CFIUS jurisdiction as a sensitive-data business. A foreign investor taking a board seat or data access makes a covered investment, and whether to file becomes a question of risk rather than habit.
Sponsorship agreements fence off categories, and a buyer with its own energy-drink or peripherals partner can inherit a conflict on the day it closes. We map every exclusivity grant and its change-of-control clause before the price is set, because a sponsor's right to walk is a revenue line that can vanish at signing.
Before a term sheet is worth signing, we chart what the enterprise actually is: game IP and licenses, roster and player agreements, sponsorship and media rights, and platform relationships. Then we work out which of those rights require consent, revert, or evaporate on a change of control.
The equity, asset, or investment structure is chosen around how those rights transfer: assignment and consent mechanics for publisher and league agreements, securities exemptions for the financing, and earnouts or holdbacks keyed to the contracts that carry the value.
A disciplined review of corporate records, IP chain of title, licensing, player and sponsorship contracts, and compliance history, so the unrecorded assignment or the expiring media right surfaces before it is priced into the deal rather than after.
The closing set is drafted to the findings: purchase or investment agreements with representations matched to the diligence, third-party consents actually in hand, and the corporate approvals sequenced so signing, funding, and transfer land in one clean record.
In esports you are buying a bundle of rights, whatever the company is called, and every one of them must survive the closing.
The asset is a set of contracts rather than a plant or a patent. The league slot is a publisher license with a change-of-control consent, the roster is a book of personal-service agreements that may terminate on a sale, and the brand depends on written assignments from the people who designed it. Each has to survive closing, and a buyer who prices the company before reading them is pricing something else.
The legal workstream from the letter of intent to the closing record. That means the publisher consent, the review of player and sponsor contracts for sale triggers, and the IP chain of title, followed by a purchase or investment agreement whose conditions and holdbacks follow what diligence found. On a financing it means the offering structure, the Form D, and the disclosure. One partner holds the file throughout, and the firm has worked in esports and gaming since 2021.
It starts with the publisher agreement, because its consent clause sets the timetable. It then reads every player and sponsorship contract for termination or renegotiation rights on a change of control, checks the ages and guardian signatures on the roster, and pulls the written assignments behind the brand and the content library. Financial diligence comes last, once we know which revenue lines survive the sale.
Yes, in the ordinary way. A private round relies on Regulation D, files Form D within 15 days of the first sale, and either avoids general solicitation under Rule 506(b) or verifies every purchaser's accredited status under Rule 506(c). Fan tokens and other instruments sold around a team are analyzed under the same tests as any other security. Where a raise has drawn an inquiry, we have represented clients in matters before the SEC.
Yes. The work is the entity and the offering: a holding company whose consent thresholds and investor rights fit the round, and an exemption the marketing plan can live with. A Rule 506(c) raise can be promoted publicly if every buyer is accredited and verified, and since March 2025 a minimum investment of $200,000 for an individual or $1 million for an entity, with written representations, has counted as reasonable verification. League ownership rules are checked before any term sheet goes out, since publishers commonly approve new owners above a threshold.
We work with clients across the sector: organizations and teams, leagues, game companies, and the investors and stakeholders around them. Each carries distinct legal needs in a transaction, and the work is partner-led, so one partner stays accountable from term sheet through closing rather than handing the deal across a rotating set of contacts.
Intellectual property and licensing strategy for the assets inside a game, since the music, visual assets, characters, stories, and trademarks are often the rights that carry the value in a deal.
Explore →Player contracts negotiated line by line on compensation, rights, and individual interests, including the additional protections that matter for young and first-time competitors.
Explore →Sponsorship and endorsement agreements drafted to protect players, teams, and leagues, with advertising and endorsement compliance built in.
Explore →Content-creation and streaming agreements for creators and platforms, with licensing, performance rights, and revenue terms drafted so the upside is captured.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.