Wikipedia:Reference desk/Archives/Entertainment/2022 November 20

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November 20

Arena of Valor

"Arena of Valor was reported to have caused a gradually straining business relationship between Riot Games and Tencent, and the relationship between the two firms became further strained when Tencent used notable League of Legends players to promote Arena of Valor and its esports tournaments. Riot Games's complaints initiated a two-month marketing freeze for Arena of Valor and demands that Riot Games would be given the option to review all marketing plans, including a veto for use of select celebrity gamers."

The above paragraph is taken from this article. My question is that how come Tencent have to yield to Riot Games' demands even though Tencent owns 100% of Riot Games? Legally speaking, Tencent can do whatever they want with Riot Games' intellectual properties. They can also fire anyone who dares to oppose Tencent and hire a new guy. Am I missing something here? 2600:6C44:117F:95BE:B8E3:6E37:8761:4A85 (talk) 02:11, 20 November 2022 (UTC)

References

Employers regularly negotiate with their workers. Why would employers have to yield to workers' demands when they instead can fire them? Well, because by firing their workers they may hurt themselves. Basically the same reason may explain why Riot Games can be in a position of making demands.  --Lambiam 07:22, 20 November 2022 (UTC)

Lambian has most restricted this to a voluntary endeavour out of fear of losing good employees etc, but note that voluntary may not be the case. In some jurisdictions companies cannot simply "fire anyone.....and hire a new guy".

The "who dares oppose Tencent" complicates matters, while this is not intended as any form of legal advice it's probably true that in most cases employees do have to do what management/owners ask of them while they are working provided it doesn't violate local laws, their employment contract, is not unreasonable or in certain circumstances is in violation of the employees fundamental religious principles or personal beliefs. Again not legal advice, but most of this won't apply to developing or marketing a game or content you do not like, although it is possible although probably unlikely employment contracts will come in to it.

Riot Games seems to be mostly based in the US, which is generally considered to have fairly weak employee protections compare to western and northern Europe or even Australia and NZ, even in California where protections are stronger than much of the US. However the US still has fairly strong enforcement of contracts. Contracts may be subject to renegotiation and especially to renewal although the latter could take several years before it comes up. But again this is where jurisdictions with strong protections may come in to play, as it may restrict the ability of Tencent to simply force an an employee to accept a contract with fundamental changes or leave if they don't.

Funnily enough this a lot of this is highly topical now given some of the stuff going on at Twitter see e.g. [1] [2] [3]. The demand employees accept "long hours at high intensity" is particularly interesting with a lot of discussion about the legality of such a demand although I couldn't find much in RS at least in English but see e.g. [4] and comments by others probably shown if you scroll down.

Note also while companies can make employees redundant in certain circumstances if they follow the right procedures as shown by discussions about Twitter where it's mostly the procedures they're following rather than suggesting this isn't possible, this may not include making some redundant than hiring someone else in their place [5]. So redundancy may not be a way of forcing a change in employment terms either. An important point discussed in some of these sources, breaking the law and violating employees rights doesn't just mean you have to pay a fine or legal settlement. In fact, you can be forced to keep employing someone.

I'd also note that ownership of a company and of intellectual property doesn't mean there are no restrictions on what you can do. With massive mergers (so probably not here), regulators may impose certain conditions e.g. how the various subsidiaries work together or what the ultimate owners may demand or subsidiaries etc.

Perhaps more important conditions i.e. contracts may be imposed as part of the sale of the IP or buyout of the company owning the IP. The latter may be rare, but does happen and again this is somewhat topical with the dispute between Ben & Jerry's independent board and Unilever (who own Ben & Jerry) over the sale of Ben & Jerry products in Israel given this also means their sale in occupied Palestinian territories [6] [7].

I'm not saying there are legal reasons why Tencent had to give in to Riot Games demands, I actually suspect there wasn't. But the general principle holds that unless you're aware of the potentially secret contracts of the various parties involved, you can't assume ownership means you can do whatever you want, as Elon Musk is finding out with Twitter. Nil Einne (talk) 07:48, 21 November 2022 (UTC)

Tencent may have to wait till the annual meeting of Riot Games, but then, as a majority shareholder, they can send its Board of Directors packing (under US law).  --Lambiam 11:15, 21 November 2022 (UTC)

That may be the case but also irrelevant. As the Ben & Jerry (and for that matter Twitter) dispute shows, and this seems to have mostly taken place in the US, a company cannot simply ignore agreements they made. Replacing a board of directors may not allow you to do things you agreed not do to, remove limitations or structures you agreed to put in place like an independent board of directors who's members you cannot simply pick. I personally think Ben & Jerry only has one board of directors, the one where Unilever despite being owner only gets to pick a minority of members and the other members get to pick their own successors [8] which I assume cannot be fired by Unilever (as that would defeat the purpose) so you answer is probably simply wrong. But I don't know so I'll accept your answer might be correct and there are simply two boards of directors, the one Unilever gets to pick, and the one they don't. I keep my answer wide too for a reason, even without an independent board there may be restrictions on what you can do that were imposed by the the sale. (The advantage of an independent board as shown by the Ben & Jerry dispute is there's someone to try an enforce these terms if they feel they are being violated. Still there could be other structures in place e.g. am ombuds position of some sort that gets appointed in some way outside the owner simply selecting it.) Replacing a board of directors also won't allow you to ride roughshod over employee's rights, and force them to do things their contracts explicitly say they don't have to do. And as for re-negotiating those contracts to remove such limits and firing employees if they won't accept these new terms, while the employee rights may fairly limited in the US, there are still limits to what you can do. As said above & below I don't personally think there were any such limits with Riot Games but I do not know, my point was that such limits can exist and are not something an owner can always simply ignore or remove. Nil Einne (talk) 12:35, 21 November 2022 (UTC)

It is irrelevant in terms of imparting the legal force to make the subsidiary submit to its parent's wishes. But suppose your livelihood (or your spouse's maintaining their life style) depends on your income obtained as a board member. Knowing that you may be dismissed for disregarding the express wishes of the shareholders, and that they then would install new directors more sensitive to their wishes, might you not be somewhat inclined to give them more consideration than you'd have given them otherwise?  --Lambiam 13:20, 22 November 2022 (UTC)

Lambian answer only seems to mention this as a voluntary endeavour out of fear of losing good employees etc, but note that voluntary may not be the case. In some jurisdictions companies cannot simply "fire anyone.....and hire a new guy".

The "who dares oppose Tencent" complicates matters, while this is not intended as any form of legal advice it's probably true that in most cases employees do have to do what management/owners ask of them while they are working provided it doesn't violate local laws, is in accordance with their employment contract, is not unreasonable, or in certain circumstances is in violation of the employees fundamental religious principles or personal beliefs. Again not legal advice, but most of this probably won't apply to developing or marketing a game or content you do not like, although it is possible albeit probably unlikely employment contracts will come in to it.

Riot Games seems to be mostly based in the US, which is generally considered to have fairly weak employee protections compared to western and northern Europe or even Australia and NZ, even in California where protections are stronger than much of the US. However the US still has fairly strong enforcement of contracts. Contracts may be subject to renegotiation and especially to renewal although the latter could take several years before it comes up. Again this is where jurisdictions with strong protections may come in to play, as it may restrict the ability of Tencent to simply force an an employee to accept a contract with fundamental changes i.e. accept the new contract or leave if you don't. A related issue is that the contracts themselves cannot violate local law or require something court will find unreasonable. (Non-compete clauses are a common example of contractual requirements that can be forbidden or found unreasonable.)

Funnily enough this a lot of this is highly topical now given some of the stuff going on at Twitter see e.g. [9] [10] [11]. The demand employees accept "long hours at high intensity" is particularly interesting with a lot of discussion about the legality of such a demand although I couldn't find much in RS at least in English but see e.g. [12] and comments by others probably shown if you scroll down.

Note also while companies can make employees redundant in certain circumstances if they follow the right procedures as shown by discussions about Twitter where it's mostly the procedures they're following rather than suggesting this isn't possible, this may not include making someone redundant than hiring someone else in their place [13]. So redundancy may not be a way of forcing a change in employment terms either. An important point discussed in some of these sources, breaking the law and violating employees rights doesn't just mean you just have to pay a fine or legal settlement and can move on. In fact, you can be required to keep employing someone.

I'd also note that ownership of a company and of intellectual property doesn't mean there are no restrictions on what you can do. With massive mergers (so probably not here), regulators may impose certain conditions e.g. how the various subsidiaries work together or what the ultimate owners may demand of subsidiaries etc.

Perhaps more relevant, conditions i.e. contracts may be imposed as part of the sale of the IP or buyout of the company owning the IP. The latter may be rare, but does happen and again this is somewhat topical with the dispute between Ben & Jerry's independent board and Unilever (who own Ben & Jerry) over the sale of Ben & Jerry products in Israel given which also means their sale in the occupied Palestinian territories which the board does not want [14] [15].

I think LoL was always entirely owned by Riot Games with any IP created as a work for hire so it's unlikely there are restrictions on their IP independent of those which may be imposed as part of the buyout of Riot Games but I know very little. I couldn't find specific examples of restrictions/restrictive covenants imposed during sale of IP. I'm sure they exist, but more commonly rather than selling IP with restrictions, someone will simply licence their IP e.g. allowing the development of a movie or TV series based on a book or book series but requiring approval of some aspects of production i.e. they still own the IP in any case. (This may be an exclusive licence at least for some time meaning they cannot licence it to anyone else either or at least for a work in the same form.) You could explore some of the difficulties licencing music for TV or movies e.g. [16] /[17] or [18] although I think most of these are cases when the artist may still own at least part of either the master recording or more likely publishing rights (or both) or it's simply that the fees are too high. (As I understand it, Swift's solution to the Taylor Swift masters controversy comes in part because she still owns the publishing rights to her songs although it's also possible because her contract allowed re-recording after 5 years which perhaps does reflect how things can get complicated.) As shown by disputes between artists and politicians [19] [20], often they are unable to stop people licencing their music when they don't want to.

To be clear, I'm not saying there are legal reasons why Tencent had to give in to Riot Games demands, I suspect there wasn't. But the general principle holds that unless you're aware of the possibly secret contracts of the various parties involved, you can't assume ownership means they can do whatever you want, as Elon Musk is finding out with Twitter. As a publicly traded company, it may be that limitations on what Tencent can do with Riot Games and their IP needed to be disclosed, I don't know. While fairly unrelated, Musk's acquisition of Twitter may be another example of why you can't simply ignore contracts as shown by his attempts to get out of the sale for a few months. (We don't know how courts would have ruled but IMO it's enough to show you can't just say 'I'll do what I want with my money and property and ignore agreements I made'.)

Nil Einne (talk) 12:15, 21 November 2022 (UTC)

To put it more simply, just because you can (legally) do something doesn't mean you should (practically). Whether Tencent had the legal or regulatory right to do what the OP proposes, there are real ramifications that mean it may be unwise to do so, for very real "we like making money" reasons. --Jayron32 18:32, 21 November 2022 (UTC)

"It's not the plane, it's the pilot."

One of the key quotes of Top Gun: Maverick is Rooster (Miles Teller) saying "It's not the plane, it's the pilot." What may be the origin of this quote? The oldest source I have found so far is Crimson Skies Official Strategies and Secrets from 2000: "... as many an ace will tell you: "it's not the plane, it's the pilot!" Some quotes on the internet attribute the origin to Manfred von Richthofen or Chuck Yeager. For the first case I remember to have seen a documentary claiming that the thought was implanted into him in his hard victory against Lanoe Hawker. But in this documentary, Richthofen's original quotes are given, where he acknowledged that his "crate" climbed better, enabling him to achieve victory. I do not think that this quote, or a similar, can be attributed to Richthofen, and neither Yeager. Are there known quotes like this by actual fighter pilots? --KnightMove (talk) 22:03, 20 November 2022 (UTC)

I expect it was quite a common expression to describe pilot error. I found The Heavy Bomber Offensive of WWII Page 93 which describes an RAF pilot's disagreement with his wing commander, "...who was adamant that it was the pilot and not the aeroplane!". Alansplodge (talk) 19:01, 21 November 2022 (UTC)

Inquiry Into Operations of the United States Air Services (1925) p. 2419: "Some witnesses have said it was due to the pilot and not the machine". Alansplodge (talk) 19:14, 21 November 2022 (UTC)

This is similar to Pappy Boyington's common statement that aircraft are designed to fly, pilots are trained to fight. He expressed that in many different ways and may very well, at some point, said something nearly word for word to the Top Gun quote. The quote coming from the Top Gun franchise leads to a high probability that many of Boyington's quotes were lifted and altered for the script. 97.82.165.112 (talk) 13:18, 22 November 2022 (UTC)

Getting an ultimate source is probably not possible because similar expressions are found in other professions: "It's a poor musician that blames his instrument" kind of thing. Hell, even "Too many cooks spoil the stew" is not entirely dissimilar, though it has a different meaning. Matt Deres (talk) 20:13, 23 November 2022 (UTC)