Bill 55 and stargames.de – Pursuing Claims against Greentube GmbH in Austria?
The enforcement of gambling related claims against Greentube Malta Limited (the operator of stargames.de and a German license holder from the GGL) has been significantly hindered by Malta’s Bill 55, which prevents foreign court judgments from being executed against Malta based gaming operators.
However, an alternative legal strategy may exist for affected players: pursuing legal action against Greentube GmbH, the 100% Austrian parent company of Greentube Malta Limited, under Austrian jurisdiction.
This approach relies on the joint business structure between the two entities and the legal principle of piercing the corporate veil, which may allow courts to hold Greentube GmbH liable for the actions of its Maltese subsidiary.
Corporate Structure and Greentube GmbH’s Role in the Business
Greentube GmbH, headquartered in Vienna, Austria, is a 100% subsidiary of Novomatic AG, Gumpoldskirchen, Austria. Novomatic AG is itself owned by Novo Invest GmbH (89.96%) and NOVO SWISS AG (10.04%).
Novo Invest GmbH, in turn, is held by three private shareholders and the VZZZ Privatstiftung (approximately 25%), while the JFG Privatstiftung is the majority shareholder with a 75.10% stake.
This ownership structure is significant, as it demonstrates that Greentube GmbH is part of a larger corporate network that ultimately controls the operations of Greentube Malta Limited.
If legal claims against the Maltese subsidiary are blocked by Bill 55, claimants may argue that Greentube GmbH, as the sole shareholder and controlling entity, cannot escape liability.
Joint Business Model and Shared Liability
A key factor in assessing potential liability is the Agreement for the Shared Conduct of Remote Gaming Business (ASCRGB) between Greentube GmbH and Greentube Malta Limited which came into effect as of 1 October 2019.
According to this agreement:
- Both entities share revenues, expenses, and liabilities.
- Greentube Malta Limited does not operate independently but is part of a structured business framework with Greentube GmbH.
- If Greentube Malta Limited is found liable for repaying player funds under an Austrian or German court ruling, Greentube GmbH may also bear responsibility due to its participation in the joint operation.
Given this shared responsibility, there is a strong argument that Greentube GmbH should not be shielded from legal claims concerning gambling losses, particularly if claimants can demonstrate that both entities benefited from the same financial activities.
Greentube GmbH as the Sole Shareholder
As mentioned, Greentube GmbH owns 100% of Greentube Malta Limited with a €5.8 million shareholding, placing it in a dominant position over its subsidiary. This suggests that Greentube GmbH is not merely a passive holding company but actively engaged in the operations of Greentube Malta Limited.
Under Austrian and EU corporate law, parent companies can be held liable for the actions of their subsidiaries in certain circumstances, including:
- Excessive control or influence over business decisions.
- Corporate structuring aimed at evading regulatory or financial liabilities.
- Financial and operational intermingling between parent and subsidiary.
Since Greentube GmbH serves as the financial and operational backbone of its Maltese subsidiary, it may be difficult for the company to argue that it bears no responsibility for actions conducted through Greentube Malta Limited.
The “Marketing and Promotions” Argument
Greentube GmbH has previously stated in financial reports that it is responsible only for marketing and promotions, while Greentube Malta Limited manages the gaming system and licensing.
However, this argument may be challenged for several reasons:
- The joint operation agreement contradicts this claim, explicitly stating that each party recognizes a share of income, assets, liabilities and expenses.
- The 100% ownership structure suggests full financial integration between Greentube GmbH and its Maltese subsidiary.
- Marketing and promotional activities are essential to an online gambling operation, indicating that Greentube GmbH plays a direct role in the gambling business rather than acting as an independent service provider.
A legal challenge could argue that Greentube GmbH is not merely a service entity but an active participant in gambling operations, which would further support potential liability claims.
Legal Strategy: Pursuing Greentube GmbH in Austria
Since Bill 55 prevents the enforcement of Austrian or German court orders against Greentube Malta Limited, claimants may consider legal action against Greentube GmbH in Austria based on the following legal arguments:
1. Joint Business Liability
- The contractual agreement between Greentube GmbH and Greentube Malta Limited establishes joint control over the gambling business.
- Both entities share revenues, liabilities, and operational responsibilities, reinforcing the argument that Greentube GmbH is not an independent company but rather part of an integrated business operation.
2. Piercing the Corporate Veil
- Greentube GmbH’s 100% ownership and financial control over Greentube Malta Limited may demonstrate that the Maltese entity functions as an extension of the Austrian company rather than an independent business.
- Courts may find that Greentube GmbH cannot evade liability by relying on a subsidiary incorporated in Malta.
3. Consumer Protection Violations
- If Greentube GmbH played a role in facilitating gambling losses for Austrian players, courts could consider potential consumer protection violations under Austrian and EU law.
- Austrian courts have ruled in previous cases that unlicensed gambling operators must refund player losses. If Greentube GmbH is found to have participated in or benefited from the gambling business, it may be held accountable under these precedents.
By targeting Greentube GmbH instead of its Maltese subsidiary, claimants may be able to bypass the enforcement protections provided by Bill 55 and pursue legal remedies in Austria.
My take on this
While Bill 55 presents a significant barrier to enforcement actions against Greentube Malta Limited, legal avenues may exist to pursue claims against Greentube GmbH in Austria. Affected players may argue that:
- Greentube GmbH is financially and operationally linked to Greentube Malta Limited, making it a potential target for legal claims.
- As the sole shareholder, Greentube GmbH exercises substantial control over Greentube Malta Limited, beyond that of a passive parent company.
- The claim that Greentube GmbH is solely responsible for marketing and promotions is inconsistent with contractual agreements and financial structures, which indicate broader involvement in the gambling business.
By invoking joint liability principles and piercing the corporate veil, claimants may have grounds to seek restitution in Austrian courts, overcoming the enforcement challenges posed by Bill 55.
It remains to be seen whether Austrian courts will adopt such an approach, but the corporate structure and business arrangements suggest that Greentube GmbH could be subject to legal scrutiny.
FAQs
What is Malta’s Bill 55, and how does it affect gambling claims?
Bill 55 prevents foreign court rulings from being enforced against Malta-based gaming operators, limiting legal actions by players.
Why is Greentube Malta Limited protected from foreign court claims?
Due to Bill 55, foreign judgments cannot be executed against Malta-based operators like Greentube Malta Limited, making claims difficult.
Can players still take legal action against Greentube GmbH?
Yes, players may file claims in Austria against Greentube GmbH, arguing it shares responsibility with its Maltese subsidiary.
What is the “piercing the corporate veil” principle?
It’s a legal concept that allows courts to hold parent companies liable for the actions of their subsidiaries in certain circumstances.
What role does Greentube GmbH play in the gambling business?
Greentube GmbH owns and financially controls Greentube Malta Limited, making it potentially liable for gambling-related claims.
Does Greentube GmbH only handle marketing and promotions?
Despite its claims, financial reports suggest Greentube GmbH shares revenues and liabilities with its Maltese subsidiary.
What legal arguments support claims against Greentube GmbH?
Players can argue joint liability, corporate control, and consumer protection violations under Austrian and EU law.
Can Austrian courts force Greentube GmbH to compensate players?
If courts find it responsible for gambling losses, Greentube GmbH may be required to refund affected players.
What does the corporate structure reveal about Greentube GmbH?
Greentube GmbH is part of a larger corporate network, indicating financial and operational interdependence with its Maltese subsidiary.
What are the next steps for affected players?
Players may consult legal experts to explore filing claims in Austria, bypassing Malta’s Bill 55 restrictions.
Michael
With nearly 30 years in corporate services and investigative journalism, I head TRIDER.UK, specializing in deep-dive research into gaming and finance. As Editor of Malta Media, I deliver sharp investigative coverage of iGaming and financial services. My experience also includes leading corporate formations and navigating complex international business structures.
