So, trusts.
Trusts have been around a long time in the law. The easiest way to think of a trust is to think back to the metaphor of property rights as a bundle of sticks. In a trust, one person or entity gets the "benefits of the property" sticks, and another gets the "duties of ownership" sticks. The one getting the benefits is the "beneficiary" of the trust, and the one with the duties is the "trustee." The person who gives up the property to start up the trust is the "trustor" or "grantor" or the "settlor" (which always sounded like a Masters of the Universe character to me). People (or entities) create trusts when they want someone to enjoy the benefits of something without enjoying all the rights (like something put in trust for a minor child) to it or all the burdens associated with it (like someone using a trust in estate planning to alter the tax effects of transactions).
Here's a simple example. Jessica, owner of a stock portfolio that pays a lot of dividends, wants to provide for her minor child, Megan. She wants Megan to get the dividends but doesn't want Megan to be able to sell the stock until Megan is adult and can make better financial decisions. So she asks their friend Ray* to serve as trustee. She signs the stock portfolio over with a "deed of trust," and the stock is held in the name of "Raymond Keyes, in trust for Megan Duncan." Megan enjoys the benefits of ownership, such as the dividends, while Ray handles things like voting the proxies that stock owners get and the like. As trustee, he's also responsible for maintaining the property for Megan. In this case, that means that he can't sell it, and he also has the obligation to forward those dividends on Megan as he receives them. In real cases, as Sailboat implied, the position of trustee is often (but not always) held by something like a bank or (rarely these days) a law firm.
Apropos of my previous posts, some trusts do qualify as nonprofit entities under Section 501 of the Internal Revenue Code. However, the IRS keeps a very close eye on this. (I know because I used to handle cases for the government where taxpayers abused trust structures.) For instance, say Dean MacArthur, pursued by creditors who want his fabulous collection of ascots and other assets, decides to put his property beyond the reach of his creditors using a trust. He conveys everything he owns to the Dean-O Trust Organization, Inc., as trustee for the benefit of Dean MacArthur. Dean himself, of course, is the main officer of Dean-O. In a case like that, creditors, including the IRS, can bring a lawsuit against Dean to get the property held by Dean-O applied to Dean's debts. (This kind of situation is called "fraudulent conveyance" because Dean's transfer to the trust was a sham.) The thing to take away from this is that in a legitimate trust, benefits and ownership (i.e., the trustee) have to be kept separate, or courts can disregard them, and the IRS will disregard them for tax purposes. That last point means that even if Dean puts in the Dean-O trust documents that Dean-O is organized for charitable purposes and thus exempt from tax, the Service can still go after it as a taxable entity and deny its Section 501 status.
Now, we're finally ready to address Sailboat's thoughts. If I'm reading the OP correctly, it suggests that NCSoft's primary concern is to avoid competition by CoH with its other games, leading it to avoid selling the IP to prevent a new competitor from arising. (Personally, I don't believe that was the root problem with the sale to Formerly Paragon, but I'll assume it's correct here.) Could a trust set-up of some kind solve this?
I don't think it could. The same results could be achieved more simply with other legal mechanisms. But I want to make sure I'm thinking through the proposed scenario correctly. We have NCSoft as the trustor, a (nonprofit? for-profit? doesn't matter for this purpose) entity as the trustee, and, as the beneficiary ... I'm not real clear. Players? As I've pointed out elsewhere, "the players" as such don't have any legal existence. The subscribers? I've never heard of a trust entity that holds property "in trust for whoever pays X fee," but that doesn't make it illegitimate. That idea sounds legally workable, at least in theory.
The problem comes with formation of the trust itself. While the specifics aren't spelled out anywhere, I've got to assume the trust entity would be formed and administered by people with an interest in keeping CoH alive. In other words, players, probably subscribers. Again, we run into the Dean and Dean-O situation. There's no separation between beneficiary and trustee, so the trust is likely to be declared not legitimate, at least for tax purposes. Note that this isn't much of an issue if the trust organization isn't trying to operate as a Section 501 organization.
It's possible to preserve the spirit of Sailboat's suggestion through simpler devices. As I've mentioned elsewhere, NCSoft, as the sole holder of IP rights in CoH, can sell or keep whatever rights it wants. It could choose to sell limited rights in such a way as to prevent competition. For instance, it could grant whoever's managing the servers (the trustee, some kind of player-created entity) a nonexclusive license to operate an MMO based on the property, nontransferable and revocable at will. Here, basically, you have the trustee and the trust set-up, but without the beneficiary. This can be done without the mechanism of trustee and beneficiary or the bookkeeping and other limits of Section 501. Heck, any profits the licensee makes could be donated to charity, even if it isn't a Section 501 organization.
So, while I think there are some issues with the specifics and the legal issues here, I think the ideas proposed in the OP have some possibilities.
The problem, as always, is getting NCSoft to agree.
* I was going to use Synapse as the trustee, then thought better of it.
