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16.08.2024, 12:20Lektura na 14 minut

The CEO has left the company, and now the developers cannot be paid for their work. The absurd situation of Brave Lamb Studio

No one can get in touch with the decision makers because... there isn't one in the company. The chairman has left Brave Lamb along with the board of directors, and the studio is ruled by shareholders unable to elect a new chairman. CD-Action spoke to the company's employees, as well as the former CEO and the company's largest shareholder.


Filip „Chrzuszczu” Chrzuszcz

Polską wersję artykułu znajdziesz tutaj / Polish version of the article is available there.

Puls Biznesu (PB) has already described the problems of the Brave Lamb Studio (BLS) board. We'll summarise the aforementioned report: Brave Lamb had partnered with the French publisher Nacon and, under the agreement, could profit from War Hospital from the day of release and from the first copy sold, which was supposed to ensure the studio's financial stability.

In War Hospital, we take on the role of Major Henry Wells during the First World War, running a military hospital. 
In War Hospital, we take on the role of Major Henry Wells during the First World War, running a military hospital. 

The problem, according to PB, is that it didn't quite work out that way, with the contract stipulating a €685,000 contribution from Nacon. The amount eventually increased to more than double that amount—€1.5 million. As it turned out, Brave Lamb could only count on any income from War Hospital when revenues exceeded five times the publisher's outlay, meaning €7.9 million. All of this led to a loss of confidence on the part of the largest shareholder, Movie Games; in June, the public prosecutor's office filed the notices that the former BLS board may have committed a crime. What's important—in the context of the rest of the article—is that the Movie Games does not have a majority stake in Brave Lamb Studio, and more than half of the shares are held by four individual investors.

At the beginning of 2024, Brave Lamb's board consisted of two people, Maciej Nowak and Michał Dziwniel. The former resigned from his position as vice-president a week before the release of War Hospital (4 January 2024) and, in his own words, ‘the game was finished and the release date was fine, so the most important obligations to investors were fulfilled.’ Michał Dziwniel felt a little differently; he left along with all members of the supervisory board in mid-May. As the aforementioned party himself explained in an interview with PB, he was already planning to ‘reduce his involvement in BLS to the role of leading shareholder, who, although, will no longer manage the company’ by the end of 2023.

According to PB, Dziwniel's resignation followed the publication of Nacon's first sales report for War Hospital. Furthermore, in January Michał Dziwniel changed his role from board member to chairman and signed a publishing deal for Enemy of the State.


WHAT ABOUT THE EMPLOYEES?

At the moment Brave Lamb is a studio without a board of directors, without a supervisory board and, most importantly in the case of employees, without a paycheck. A lot could have changed at the company's general meeting of 27 May 2024, but not even a chairman of the meeting was elected and attendees dispersed to their homes. We spoke to Brave Lamb Studio's development team and asked how the whole situation looked from their perspective.

In March, new employees were hired and production of Enemy of the State began (Warsaw-based B.Games S.A. became the publisher). The developers were working on the game, but at the beginning of May news broke of possible payroll delays for April. The team was supposed to be informed of the next steps on 15 May, but instead they learned of Dziwniel's resignation via a short note on the company's internal staff Discord.

This was originally intended to be the gameplay of the first version of Enemy of the State, which still has an available page on Steam.
This was originally intended to be the gameplay of the first version of Enemy of the State, which still has an available page on Steam.

According to our interlocutors, all contact was to simply end from that point onwards. This applies to both reminders regarding notices of termination and the payment of arrears. With the beginning of June, all work came to a standstill, thus leaving the team in an extremely difficult situation. Employees did not receive any news, and they learned about the whole situation thanks to the head of the project, Sebastian Gajdzinski—otherwise they would've found out from the Puls Biznesu report. The same man (who refused to talk to us out of fear of being accused of disclosing confidential information) was also supposed to be a candidate for the new CEO, but at the general meeting it did not even reach the voting part. The developers brought all the assignments to a conclusion, fulfilled their contracts and stopped receiving further instructions from mid-May. They did not want to abandon the project overnight, which is why they were working on it until the end of the month.

Employees even prepared a demo of the new game to send out in order to contract a new publisher (Michał Dziwniel was supposed to have previously informed them that B.Games had not paid out for another month). Unfortunately, there is currently no one in the company to sign such contracts. The developers also have the equipment to return, they just have no one to inform about this or to whom to hand over the hardware. There is also no one at Brave Lamb who can act as a representative of the studio and would be able to make a statement.

Most of the six-member team have sent a pre-court summons for payment, and the deadline they set has passed. So the case could have gone to court, but for that you need adequate funds, and how is such a thing to be paid for by someone who has been newly hired and after three months still hasn't received even a penny? Also, the thing is, according to the employees, Michał Dziwniel was supposedly well aware of the difficult financial situation of one of the team members and still, did not inform him of anything.

Concept art from the first version of Enemy of the State. 
Concept art from the first version of Enemy of the State. 

BLS has usual B2B contracts in place and, in the case of new employees, these expired at the beginning of June. The case is different for those with longer tenure, their contracts bind them to the company until next year. The terminations have been submitted with a request to settle the debt, but let us recall that this is not a standard and transparent contract termination by the company, but an initiative by the aggrieved parties themselves. That's how it looks ‘on paper:’ there is no board of directors, successive terminations are going through the Polish Post (Poczta Polska, the state postal administration of Poland), and the company is, for the moment, made up solely of shareholders.


FORMER CEO’S PERSPECTIVE

We've contacted Michał Dziwniel. The first issue we took up was the current situation of the employees. As he states, ‘salaries at Brave Lamb Studio are paid as standard in arrears on the 15th of each month for the previous month.’ He only referred to the issue of salaries for April—he does not feel responsible for other things due to his resignation as CEO on 15 May 2024. The money was not to be paid on time ‘due to the lack of a previously agreed payment to the company's account from the publisher [B.Games—ed.].’

Dziwniel said: ‘I regret this, especially considering that during the previous period of more than three years in which I held a management position at the company, there were no delays with salary payments.’ As he continued: ‘in solidarity with the entire team, I, too, have not been paid for the indicated months for the work done for the company.’ However, it is worth noting here that (referring to his LinkedIn profile), this was not Dziwniel's only job, as he has already been working at Triple Espresso as Vision Holder since February 2024 (the trailer for the game Copa City, presented in June, garnered millions of views).

We also asked about entering negotations with shareholders about a potential successor that would run the studio onwards. Dziwniel replied: ‘I had already informed some shareholders and the new Chairman of the Supervisory Board at the end of 2023 that, in the latest part of the second quarter of 2024, I intended to reduce my involvement in Brave Lamb Studio to a shareholder role and step down from managing the day-to-day operations of the company.’

Dziwniel also points out that ‘the obligation to provide the executive structures to the company falls equally on all shareholders.’ In addition, he stressed that there is considerable indecision among shareholders: ‘the passive attitude of some of them makes it impossible to effectively convene and conduct a general meeting to elect a new Supervisory Board, which then appoints the Board of Directors, as I requested.’

We asked Michał Dziwniel whether he knew that the company would not be able to pay on time and, if so, why did he not inform the employees so that they could seek a new livelihood? He believes it is not true that the employees were not informed of the possibility of delays for April 2024: ‘I relayed this message through the team leaders.’ BLS staff confirm that there was news of a late payment on 9 May, but it was only supposed to last a week, and by 15 May, instead of further news of transfers, they were told of Dziwniel's resignation. It was too late to react in any way. They were left with no money, and the issue of payments was to be resolved by the next board, which had not yet formed.

Concept arts from War Hospital.
Concept arts from War Hospital.

Finally, Dziwniel stressed once again that, in solidarity with the entire workforce, he too had not been paid for April. He added: ‘over the course of the previous year, I had reduced the level of my remuneration for production work twice, ending on the 50% of the nominal value stated in my contract with the company.’


SHAREHOLDER’S COMMENT

Due to the impasse in talks between the employees and Michał Dziwniel, we contacted Movie Games, the largest shareholder of BLS. Mateusz Wcześniak (president of MG) and Agnieszka Halasińska (vice-president of MG) are aware of the situation of the BLS employees and, within their own capabilities, are showing support by ‘keeping them insured at Lux Med’ [private healthcare in Poland—editorial note]. I asked about the matter of the aforementioned unlucky general meeting, at which not even a voting on the new composition of the supervisory board has happened.

According to the planned agenda, the chairman of the meeting should have been elected after the beginning of the meeting. Several candidates were put forward, but ‘none was elected due to not receiving enough votes.’ We learnt that the meeting was attended by ‘shareholders showing up in person or by the representatives; representing a significant part of the total number of votes in BLS, but due to the inabillity to elect a chairman the meeting had to be terminated.’

The general meeting was also followed by a meeting at which only Movie Games appeared directly out of all the shareholders holding more than 5%. In addition, two other shareholders were replaced by a representative who ‘was not authorized to take any binding steps.’

Movie Games is responsible for, among other things, the release of both Drug Dealer Simulators.
Movie Games is responsible for, among other things, the release of both Drug Dealer Simulators.

We asked about the ‘passive attitude of the shareholders’ mentioned by Michał Dziwniel, because of which the whole matter cannot move forward. Movie Games expresses worry about the current situation of BLS and the lack of proposals to help change the situation. Holding 23% of the shares, MG ‘does not have the power to convene a meeting on its own’—as this requires at least 50% of the share capital or at least 50% of the total votes. MG further pointed out that ‘due to the lack of people on the BLS board of directors, they cannot even put forward a request for its convening.’ At the same time, Mateusz Wcześniak and Agnieszka Halasińska expressed support for ‘proposing a strategy that will be beneficial for both employees and BLS shareholders.’

Movie Games, as a shareholder, cannot pay an employee of a company in which it has shares, because such an action without a legal basis would expose Movie Games' shareholders to be affected. In addition, such a matter cannot be resolved either if the other shareholders speak through a proxy. According to an interview with the proxy present at the meeting held after the general meeting, it turns out that the BLS shareholders the proxy represented ‘did not communicate any ideas or plans of action in relation to this unprecedented situation.’

It's worth mentioning that, citing Puls Biznesu, more than half of BLS shares are held by four individual investors—Michał Dziwniel, Dariusz Jamioła, Artur Michalski, and Szymon Okoń. All of the aforementioned each own a dozen or so percent of BLS shares.

The developers do not think that they've received enough help from the shareholders. They feel that they've been left out in the cold. The aforementioned Lux Med does not guarantee money for medicines, nor does stabilize their financial situation, and there is also no support from shareholders in the form of recommending employees to other companies or solidarity with them on the labor market.


THE PUBLISHER AND THE FUTURE PROSPECTS

We spoke to a representative of B.Games, the publisher of Enemy of the State, who gave specific answers on the subject of Brave Lamb Studio, but ultimately, due to the ongoing proceedings against Michał Dziwniel, decided not to include his comment in the text.

We spoke to a representative of B.Games, the publisher of Enemy of the State, who gave specific answers on the subject of Brave Lamb Studio, but ultimately, due to the ongoing proceedings against Michał Dziwniel, decided not to include his comment in the text.

The workers asked the Game Workers Union for help. We asked for a comment on the matter, too. The union claims that ‘the lack of a governing body of the company complicates the already difficult situation of employees claiming wages due. From the legal side, the only solution is to apply to the court for the appointment of an interim manager.’ This would be to pursue claims against those responsible for the election of the management board, i.e. the company's shareholders. According to the Union, we are dealing with another case in which ‘replacing the employment contract with civil law contracts shifts the responsibility for the business decisions of the management to the employees.’

The Brave Lamb Studio team, despite being aware of being an underdog, does not intend to give up. They've all unanimously decided to claim their rights and try to enforce overdue payments. The staff also stressed that they continue to believe in the project and their faith in the team has remained unwavering.

As we've learned from several sources, there are supposed to be funds in the company's account ready to be paid, although not an amount that could cover the salaries of the entire team.


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Filip „Chrzuszczu” Chrzuszcz

Rodowity bałuciarz i entuzjasta popkultury. W wolnych chwilach robi filmiki o grach na YouTubie. Kontakt: filip.chrzuszcz@cdaction.pl

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