Structure of Online Poker Sites (e.g. Ultimate Poker)

[3ozBacardi]

Since reading the indictments of PokerStars, Full Tilt (et al) I've been somewhat obsessed with why online pokersite ownership was so complex - obfuscated it seemed - so I did a little research trying to sort out who owns Ultimate Poker, our new 'legal' pokersite:

According to their website, “Ultimate Gaming, a majority-owned subsidiary of Station Casinos LLC, has launched real money online poker at UltimatePoker.com”, “a licensed online poker room”. Supposedly, “Ultimate Gaming acquired CyberArts, allowing the company to create and maintain its own proprietary casino software complete with a clean regulatory slate.”

"Ultimate Poker’s proprietary software is completely owned and operated by parent company Ultimate Gaming, allowing for continuous investment and product development,” said Ultimate Poker Chief Executive Officer Tobin Prior. “The technology was acquired in 2011 and initially developed by a U.S. based company with a completely clean regulatory profile.”

However, on October 26, 2011 Fertitta Interactive LLC (FI) announced http://www.prnewswire.com/news-relea...132648433.html that it has purchased the assets of CyberArts Licensing LLC (CyberArts), an online gaming solutions company based in Oakland, California. Although based in the United States, CyberArts has never accepted wagers from US customers. Founded by Frank Fertitta III , Lorenzo Fertitta , Tom Breitling and Tim Poster , all successful entrepreneurs in related industries, FI acquired CyberArts' assets in order to participate in the online "real money" poker and virtual gaming space. Steadily growing, CyberArts is a global company with offices in the US, Bulgaria, India, Brazil and the Philippines.

But according to Poker News, Fertitta Interactive LLC, also a Delaware LLC, may be the entity approved for the interactive gaming license from the Nevada Gaming Commission. Fertitta Interactive LLC is apparently related to another Delaware company, Fertitta Acquisitionsco LLC.


So my question is, what exactly is Ultimate Poker? A tradestyle? A Nevada LLC? A California LLC? An offshore company? And what companies actually own and operate Ultimate Gaming (whatever) given that Station Casinos LLC (an apparent Nevada LLC) appears to been owned or managed by Station Voteco LLC (a Delware LLC managed by the Fertitta brothers, James E Nave and Robert E Lewis).

Why organize an LLC in Delware anyway? http://www.corp95.com/?source=adword...FW1yQgodYBIAZg
And why is the company structure so complex?

Does anyone else care to be clear about the ownership structure of an online poker site before things go wrong, so we can all be clear who should be held accountable when things do go wrong?

[DRK Star]

http://www.ontiltradio.com/ppa

[ftpjesus]

Since reading the indictments of PokerStars, Full Tilt (et al) I've been somewhat obsessed with why online pokersite ownership was so complex - obfuscated it seemed - so I did a little research trying to sort out who owns Ultimate Poker, our new 'legal' pokersite:

According to their website, “Ultimate Gaming, a majority-owned subsidiary of Station Casinos LLC, has launched real money online poker at UltimatePoker.com”, “a licensed online poker room”. Supposedly, “Ultimate Gaming acquired CyberArts, allowing the company to create and maintain its own proprietary casino software complete with a clean regulatory slate.”

"Ultimate Poker’s proprietary software is completely owned and operated by parent company Ultimate Gaming, allowing for continuous investment and product development,” said Ultimate Poker Chief Executive Officer Tobin Prior. “The technology was acquired in 2011 and initially developed by a U.S. based company with a completely clean regulatory profile.”

However, on October 26, 2011 Fertitta Interactive LLC (FI) announced http://www.prnewswire.com/news-relea...132648433.html that it has purchased the assets of CyberArts Licensing LLC (CyberArts), an online gaming solutions company based in Oakland, California. Although based in the United States, CyberArts has never accepted wagers from US customers. Founded by Frank Fertitta III , Lorenzo Fertitta , Tom Breitling and Tim Poster , all successful entrepreneurs in related industries, FI acquired CyberArts' assets in order to participate in the online "real money" poker and virtual gaming space. Steadily growing, CyberArts is a global company with offices in the US, Bulgaria, India, Brazil and the Philippines.

But according to Poker News, Fertitta Interactive LLC, also a Delaware LLC, may be the entity approved for the interactive gaming license from the Nevada Gaming Commission. Fertitta Interactive LLC is apparently related to another Delaware company, Fertitta Acquisitionsco LLC.


So my question is, what exactly is Ultimate Poker? A tradestyle? A Nevada LLC? A California LLC? An offshore company? And what companies actually own and operate Ultimate Gaming (whatever) given that Station Casinos LLC (an apparent Nevada LLC) appears to been owned or managed by Station Voteco LLC (a Delware LLC managed by the Fertitta brothers, James E Nave and Robert E Lewis).

Why organize an LLC in Delware anyway? http://www.corp95.com/?source=adword...FW1yQgodYBIAZg
And why is the company structure so complex?

Does anyone else care to be clear about the ownership structure of an online poker site before things go wrong, so we can all be clear who should be held accountable when things do go wrong?

Long and short of it is that Delaware has one of the most favorable tax situations for corporations so many national companies and even international entities who have presence in the US establish themselves under Delaware corporate law for tax purposes as well as the legal protections that are actually better in Delaware then in many other states. The biggest of all is there is ZERO state corporate income tax on Delaware formed corporations. Corporations/LLCs can form in one state and still operate as 'foreign' corporations within another state entirely. You pay a registration fee to operate within a given state (this is primarily done and required when you have a physical presence within said state IE Nevada and are required to collect and pay sales taxes or in the case of Las Vegas the Live Entertainment taxes and such for UFC events etc.).