Beeman & Muchmore has spent a substantial amount of time wrapping our heads around the aggressive and – in our opinion – baffling changes that have happened to VMware licensing since Broadcom purchased VMware for $61B in November 2023. We have counseled multiple clients regarding the onslaught of disruptive changes this has forced on long-time VMware customers, including, but certainly not limited to, the abrupt change from perpetual licenses to a subscription model and a drastic reduction in the portfolio of products being offered. Keep an eye on this space for forthcoming blog posts on these changes when (or if) the dust starts to settle.
In the interim, we want to share with you a blog post by our colleagues at LicenseFortress, Dean Bolton and Michael Corey, entitled “VMware v. Siemens AG: Global Jurisdictional Battle Legal Began With Routine Deployment Disclosure.” While Siemens is not the only litigation surrounding licensing transformations in the wake of the Broadcom acquisition (see also suits filed by UHC and AT&T), as far as we know it is the only suit filed by VMware against a licensee regarding the about-face in licensing terms. As such, the matter inevitably takes the form of an object lesson in how to avoid being dragged into court by a software vendor.
In the complaint, VMware alleges that Siemens AG over deployed VMware software products:
VMware’s complaint, filed March 21, 2025, claims Siemens deployed tens of thousands of unlicensed VMware software instances—valued at over $100 million—and failed to cooperate with VMware’s demand for entitlement verification.
VMware’s causes of action include direct copyright infringement, contributory infringement, and vicarious infringement. Perhaps tellingly, there are no causes of action regarding breach of the governing license agreement. Beeman & Muchmore’s very own Joel T. Muchmore, weighing in on the lawsuit, was quoted in the blog post:
“It is far too early to speculate as to which party is in the right,” says Joel T. Muchmore, a software licensing attorney at Beeman & Muchmore, LLP. “However, it does appear that Siemens rendered itself vulnerable with the initial renewal request that it later retracted.” Accordingly, Mr. Muchmore stresses treating every vendor interaction seriously. “Wherever the truth lies, Siemens appears to be stuck with the unenviable task of trying to unring a bell. If nothing else, this underscores the importance of treating every single representation to a vendor with the utmost of care.”
While LicenseFortress’s post demonstrates the growing legal complexities of software licensing, it also underscores that, in many ways, the fundamentals of escaping vendor disputes remain largely the same. To wit, be prepared, be careful and involve counsel early on.
We would like to once again thank our partners at LicenseFortress for their tireless and informed efforts in helping level the playing field in the world of software licensing issues.
Published on August 18, 2025
Software licensors are known for vague contracts—they’ve made a business of it.
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