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turianhumanclient · 1 year

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What I know about the situation at Zaum Studio OÜ, developers of Disco Elysium

Perhaps you've heard of the deplorable situation of Disco Elysium's fired leads, of the oust by majority shareholder and CEO, of the lawsuits and rest of the cultural association and 'old guard' still at work there, quiet and held quiet by corporate policy and perhaps embittered by the 'auteur' theory holding parasocial public.

What I am going to share with you is information that is publicly available through Estonian and United Kingdom company registers. I haven't seen any news outlet feature this information yet.

WHAT IS NEW HERE?

Ilmar Kompus, the current CEO who was installed in 2020, had actually been a shareholder all along since Zaum Studio's founding in Estonia.

Kaur Kender, the author in his own right and producer at Zaum, has founded a lot of game development companies in Estonia and United Kingdom, while Zaum worked, published and updated Disco Elysium. These apparently went nowhere, some of them are now defunct. All of them had Ilmar Kompus or some ZAUM subsidiary as shareholders, and some also shared correspondence addresses with ZAUM's UK subsidiaries.

The 'game pitch' that cost Zaum 4,8 million euros and funded Kompus' acquisition of majority share from Linnamäe, the so called Pioneer One, has been previously reported by one gaming news outlet to have come via Anu Reiman's YESSIRNOSIR Limited. I have discovered that Kaur Kender held a game company in UK called Pioneer One Ltd that was active between years 2018-2022, and it had an Estonian artist Kristiina Ago as its secretary. I cannot prove that it was this entity that sold it instead, but it is a glaring coincidence nevertheless.

Kaur Kender and later Ilmar Kompus have founded a succession of ZAUM studios (Zaum London, Zaum UK, Disco Elysium UK and now Zaum Studio Limited) which have held the main development operations in UK. Kurvits and Rostov/Taal hold minority shares in Zaum UK. The later ones are all Ilmar Kompus-held in shares. I suspect this is a method of his to sever the fired leads' means of control to the company's branches in UK.

Both the 'main line' of Zaum's UK companies and Zaum Studio OÜ back in Estonia have loaned money to the tune of millions to Newelysium and Revachol in UK (Note, Revachol OÜ in Estonia is held by ZAUM cultural association members and is not a game studio)

What does it all mean then? I am not certain. I have not practical experience in game dev industry to say whether constantly making side companies or shells is a sign of a healthy leadership.

However looking at all the shell companies made near annually, and how the successive ‘main studios’ have consolidated into Kompus’ hands, I am going to speculate a bit. This has been a long con. Whether there was going to be a product that sold well or not, Kompus, Haavel and Kender were going be the ones collecting the jackpot. There were shell companies being established even as the game was floundering after the estonians’ walkout. All the ‘artists’ had to do was just do the work and not get in the way of money.

But then ZA/UM made an award-winning darling game of the year. TV show adaptation deals. Lead developers like Kurvits and Hindpere standing at the Game Awards Show spotlight. Audience eating up all that and latching onto whatever crumb and morsel might come next.

A clean exit sale out of a modest studio became impossible. Now there were developers in the studio who knew they were worth A LOT and with shareholders’ power both in Zaum Studio OÜ and Zaum UK Ltd to hamper any sale to Tencent, Amazon or Microsoft. Now we reach the part of “toxic misogynist auteurs trying to steal the IP for themselves.” who had to be let go.

Kender's lawsuit around the turn of 2022-2023 and divestiture of his Zaum Studio OÜ shares as result muddles the water for this speculated theory even more as he still holds directorship in a number of shell companies with Kompus back in UK. There is also Dark Maths Studios that he founded this April in UK, so it remains to be seen what he'll do and if its with Kompus and Haavel or alone.

#disco elysium #zaum #studio zaum #za/um #studio za/um #robert kurvits #robert kurvitz #alexander rostov #sander taal #helen hindpere #tonis haavel #tõnis haavel #kaur kender #ilmar kompus #püha ja õudne lõhn #terrible and sacred air #pjõl #pjol #aleksander rostov

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estherax · 1 year

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Disco Elysium creative team VS Studio ZA/UM: the complete(?) timeline (updated on March 24th)

Recent news confused a lot of people, including me, so I made a timeline of events to understand the situation better! If you have any corrections, more info and sources feel free to reach out to me or add to this post!

Important parts are highlighted in orange, names and organizations to keep in mind are in italics, the newest corrections and updates are highlighted in green, other information elaborating on the situation is in (brackets).

October 1st, 2022. Martin Luiga puts out a Medium post announcing the dissolution of ZA/UM cultural association and confirming that Kurvitz, Hindpere, Rostov no longer work at ZA/UM studio "since the end of last year and their leaving the company was involuntary."

October 3rd 2022. Kotaku published an article, claiming "the studio hasn’t been transparent about what exactly happened with staff either." According to "two sources familiar with the situation, the studio’s internal announcement of Kurvitz’s departure late last year [2021] also contained a threat of possible legal action against him. Any split would have been made messier by Kurvitz and Rostov being shareholders in the studio, the sources said. It’s also clear ZA/UM has gone out of its way to try and keep the situation quiet. Kotaku reached out for an interview with Kurvitz in February [2022]. The studio declined on his behalf, but provided no indication the developer had already left the company." Kotaku also mentions a tweet from Martin Luiga announcing the dissolution of ZA/UM cultural association. One of Martin's tweets (further elaborating on the dissolution) was quote tweeted by user nob69691 with caption "the suits have killed disco", to which he responded with pictures of the game’s executive producers, Tõnis Haavel and Kaur Kender.

October 25th, 2022. Kotaku Australia reports Kurvitz’s company, Telomer, has filed an application against Studio ZA/UM to "obtain information and review documents." Court date is listed as November 28th, 2022.

Kotaku also reached out to Martin Luiga for a comment; when asked if the case’s purpose was to regain control of the Elysium IP, he responded, “What else could it possibly be?”

November 9th, 2022. Studio ZA/UM puts out a statement detailing the dismissed employees (unnamed) "had limited to no engagement in their responsibilities and work, created a toxic work environment, demonstrated misconduct towards other employees including verbal abuse and gender discrimination, and attempted to illegally sell ZA/UM's intellectual property".

In an Estonian newspaper, Estonian Ekspress, ZA/UM CEO Ilmar Kompus has further accused Kurvitz and shareholder Saandar Taal (Rostov's alias) of "humiliating colleagues and intending to steal IP" as well as "belittling women and co-workers."

Kompus added that their dismissal was demanded and carried out by Kaur Kender, executive producer on Disco Elysium and their direct manager at the time. Kender was placed on a leave of absence on medical grounds in late August according to Kompus.

Speaking to the Estonian Ekspress, Martin Luiga said he was "driven to drink by the unnatural work arrangement" at the studio. "The work was organised in such a way that the goal did not seem to be to make games, but rather to make people quarrel with each other."

(I am also adding anonymous claims, take them with a grain of salt)

One source that spoke to GamesIndustry.biz, who asked to remain anonymous, described the situation as "not black and white," and said that long-term staff were reluctant to speak out about Kurvitz’ behaviour because they respected him, and felt like they owed him for their positions. Sources that spoke to the Estonian Ekspress described a clash of two visions between the business team of ZA/UM led by Kompus, and the creative team formerly headed by Robert Kurvitz, which considered profit "secondary." This was corroborated by our sources, one of which described the situation as "CEO corporate scheming on one side, a toxic auteur on the other."

On the same day, Kurvitz and Rostov shared a Medium post explaining their side. Kurvitz and Rostov are minority shareholders in Studio ZA/UM, while "the majority of this company’s shares were initially held by Margus Linnamäe, who provided the initial capital. In 2021, Linnamäe was bought out by another minority shareholder," a company called Tütreke. They say this company "is a vehicle for two Estonian businessmen — Ilmar Kompus and Tõnis Haavel." Kurvitz and Rostov described Linnamäe as a trusted majority shareholder, but didn't share the same sentiment regarding Kompus and Haavel. "As soon as they became majority shareholders, we were quickly excluded from daily operations, our employment was terminated and our access to the company’s information was shut off. Our firing came weeks after we started asking for documents and financial data, which is still being kept from us. We have now learned that Tütreke OÜ must have obtained control over Zaum Studio OÜ by fraud. We believe the money used by Tütreke OÜ to buy the majority stake was taken illegally from Zaum Studio OÜ itself".

Studio ZA/UM denied any claims of fraud and insisted that dismissal of wokers "was a decision that had to be taken for the wellbeing of the collective."

Correction: Ilmar Kompus's statement came out first on Estonian Ekspress on November 8th 2022 21:06. His statement and Studio ZA/UM's statement given to GameIndustry.biz were reproduced and published in a GameIndustry.biz report on November 9th. Rostov and Kurvitz's Medium statement came out later on November 9th. GameIndustry.biz report added an excerpt from Medium on November 10th. (i used Wayback Machine to check this, the report was updated between 11:08 and 11:53)

November 9th 2022. Kotaku puts out an article, summarizing the above statments from Studio ZA/UM, Kompus, Kurvitz and Rostov. "When asked by Kotaku, a spokesperson for ZA/UM declined to elaborate beyond its original statement [about dismissal of employees over misconduct], including whether the allegations also applied to Rostov as well as Helen Hindpere."

23rd of November, 2022. PC Gamer reports a hearing was held in Harju County Court in October, where Kurvitz and Rostov argued that Kompus had allegedly sold four concept sketches (for Disco Elysium sequel), to Tütreke for just over €1 and then immediately bought them back for €4.8 million using Studio ZA/UM's money. This amount is what was apparently used to buy Linnamäe's large stake, and put it in the hands of Kompus. "Kompus allegedly hoped that ZA/UM and Disco Elysium could be resold quickly. [...] But there remained a problem: Robert Kurvitz is the creator of Disco Elysium, still owns a piece of it, and has the right to block any acquisition."

The latest legal battle was lodged by Kaur Kender, executive producer and marketing manager of the game, "who claimed in court that Kompus cheated him out of just under €1,000,000." At Kender's request, the court seized Kompus' stake in Studio ZA/UM to prevent a sale or transfer of holdings during the proceedings.

Haavel is also accused in the lawsuit of following Kompus' actions. The filing pointed out that the holder of the IP rights to Disco Elysium is a subsidiary called YESSIRNOSIR LTD, which is owned by ZA/UM UK. The director of ZA/UM UK is Anu Reiman, who is also reportedly a partner of Haavel's. Kender claims that Haavel's involvement is being "kept secret" because he's €11.2 million in debt as a result of his 2015 conviction.

Speaking to the Estonian Ekspress, Kompus denied the existence of a lawsuit against him, and Haavel called the allegations "completely absurd." Both were shown legal documents by the outlet and did not respond.

December 8th, 2022. According to GamesIndustry.biz article, Kaur Kender has withdrawn a lawsuit against Tütreke.

Studio ZA/UM provided a statement from Kompus, but could not provide a reason for Kender's withdrawal. Kompus says: "We are pleased that Kender and his attorneys have chosen to withdraw their lawsuit – one that should never have been filed in the first place. Their decision affirms there was no basis for their accusations and that I have acted appropriately and responsibly, as underscored by the corporate records I provided."

The article also mentions Studio ZA/UM was unable to provide an update on the suit's progression against Kurvitz's company, Telomer.

PC Gamer reached for comment, Kender stated that his lawsuit against the owner of Studio ZA/UM proved to be successful and provided a timeline of the lawsuit:

Kaur Kender's lawsuit against the owner of ZA/UM was successful.

Kaur Kender's (his company, Chromed Investing OÜ) lawsuit against the owner of Zaum Studio OÜ proved to be successful.

On October 25, 2022, Kaur Kender's company filed a lawsuit against OÜ Tütreke (Ilmar Kompus company), in which was demanded the seizure of Zaum Studio OÜ's share belonging to OÜ Tütreke.

On October 29, 2022, the Estonian court secured the action and shares belonging to OÜ Tütreke were seized.

On October 31, 2022, the order securing the action was forwarded to Nasdaq and the Estonian Business Register.

On November 1, 2022, Kaur Kender sent a letter in English to contacts, including Ilmar Kompus and Tõnis Haavel, stating that the minority shareholders demand the convening of a general meeting.

On November 4, 2022, Ilmar Kompus' company OÜ Tütreke paid a total of 4 million euros to Zaum Studios OÜ in two payments.

On November 11, 2022, Ilmar Kompus' company OÜ Tütreke paid 800,000 euros to ZA/UM Studios OÜ.

Ilmar Kompus referred in the corresponding payment orders: "Return of the amounts received on the basis of the contract on 12.2021-01.2022 due to the nullity of the contract".

To the extent that Ilmar Kompus returned the illegally taken 4,800,000 euros, Kaur Kender achieved the goal of the lawsuit filed, and the court proceedings in this case will be terminated.

PC Gamer also provided commentary and an excerpt from Estonian Ekspress: "Eesti Ekspress reports that Kompus "paid back" €4.8 million to Studio ZA/UM in November. The outlet says that the reason provided for the transaction was that the €4.8 million "was received on the basis of a void transaction." Eesti Ekspress points out that Kompus "controls both sides" of that void transaction. [...] By now transferring €4.8 million to the company to repay it for a "void transaction," the intended message seems to be that he didn't use company money to buy his shares. But why did he have the €4.8 million in the first place?"

Robert Kurvitz told PC Gamer that his party is aware of "Kompus’s view that the money taken from ZA/UM Studio was 'repaid'." Kurvitz says he's seen a "partial bank statement allegedly confirming such repayment," but remains unclear on the "source and legal nature of this repayment, and the further use of the allegedly repaid funds."

"Further, any 'repayment' of the company’s money which was used to illegally acquire a majority stake does not erase the main consequence of the initial injustice⁠—which is that Kompus remains the majority owner, a position that he was only able to attain by using the company’s money as his own," said Kurvitz. "In light of this, there has been no material change in our situation, and we continue to consider our legal options. We cannot comment on the decisions taken by Kaur Kender with regard to his claim, to which we were never a party."

March 14, 2023. GamesIndustry.biz reports legal dispute between Studio ZA/UM and the game's producer Kaur Kender has been resolved.

"ZA/UM has announced that ex-staffer Kender has repaid all debts owed to it. Also, per a court order, Kender has repaid CEO Ilmar Kompus for legal fees from a lawsuit that was eventually withdrawn back in December. Additionally, he's divested all his shares in the games company.

Studio ZA/UM says both Kurvitz and Rostov have dropped their "unfair dismissal" claims due to lack of evidence. However, the company says it continues to face a "series of baseless allegations from former employees" and expects more claims to "fall apart under legal and factual scrutiny."

March 16, 2023. In a statement sent to GamesIndustry.biz, Kurvitz and Taal (alias for Aleksander Rostov) said the press release is false in multiple areas. The pair maintain they are the remaining minority shareholders of the studio. The developers explained, "The press release implies that our employment claims against the studio were withdrawn for lack of evidence. They were not. We see our dismissal as part of a larger campaign against us and will pursue legal options accordingly." The statement adds that they disagreed with Kender admitting the lawsuit he withdrew in December 2022 was misguided.

"Kender's lawsuit was based on the misuse of ZA/UM's funds (€4.8 million) by the majority shareholders [Ilmar Kompus and Tõnis Haavel] to increase their own stake in the company. In the press release, Kompus and Haavel admit to this misuse, arguing only that the money has been 'paid back to ZA/UM,' " the duo explained.

"Paying back stolen money, however, does not undo the crime; here, it does not undo the majority that Kompus and Haavel have illegally gained in ZA/UM."

Additionally, they described that, unlike Kender, they will not be silenced in this ongoing legal dispute. "Unlike Kender, we have not participated in the looting of ZA/UM, and Kompus and Haavel have no power over us."

March 23rd 2023. GamesIndustry.biz updates initial post with a reply statment from ZA/UM. The studio reiterated that Kender admitted that the lawsuit was misguided on his part. It said, "In addition, as part of a court order, he also paid the legal fees for CEO Ilmar Kompus, who had to respond to that now-withdrawn claim." ZA/UM adds, "Using details like 'looting,' 'stolen money,' and 'crime' make for riveting reading but are far from reality. The actual harm to the studio is not from some fictional 'looting,' but rather from Mr. Kurvitz and Mr. Taal, while employed by the studio, refusing to do their jobs, creating a toxic workplace, demeaning colleagues, and attempting to misappropriate Studio IP."

Additionally, the studio explained that Kurvitz and Taal are welcome to challenge these facts in court.

(The next court hearing is scheduled for September 11th.)

#disco elysium #de #studio zaum #za/um #i read like 15 articles for this i hope it helps #if i got something wrong please let me know

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