In a Delaware federal courtroom, the battle lines have been drawn between two titans of industry—VMware LLC, a core software pillar within Broadcom’s sprawling tech empire, and Siemens AG, one of Europe’s most iconic industrial conglomerates. At stake is not just a single licensing dispute, but a broader reckoning over how multinational enterprises govern software use in an increasingly virtualized world.
The case, VMware LLC v. Siemens AG et al., may initially read like a dry copyright claim. But beneath the surface lies a cautionary tale about how powerful firms manage (or mismanage) digital assets across global subsidiaries—and what happens when the boundaries of compliance blur into allegations of willful infringement.
The controversy began with a list—mundane in form, explosive in consequence.
In September 2024, Siemens AG submitted to VMware a detailed inventory of deployed VMware products, known internally as the “September 9 List.” The purpose was simple: to renew support services after the expiration of a previous Enterprise License Agreement (ELA). What VMware received, however, was a red flag.
An Enterprise License Agreement (ELA) is a volume licensing contract between a software vendor and a large organization, granting broad rights to deploy specific software across the enterprise for a fixed period. These agreements often simplify license management and can offer significant cost savings and predictable pricing compared to purchasing individual licenses.
According to the complaint filed on March 21, 2025, in the United States District Court for the District of Delaware (Case No. 1:25-cv-00353-UNA), the list revealed deployments of vSphere, NSX, vCenter Server, Virtual SAN, and more—at levels far exceeding what Siemens had licensed. The discrepancy was not minor. VMware alleges that the magnitude pointed to systemic, long-term overuse of its software, much of it within U.S. operations.
Despite VMware’s concerns, Siemens allegedly insisted that the list was accurate and even threatened legal action if support was not renewed. Under protest, VMware agreed to continue support, explicitly reserving its rights. But only weeks later, Siemens attempted to retract the list, substituting it with a “corrected” version—one that conveniently aligned more closely with VMware’s own records. The new version came, VMware claims, without “any credible explanation” for the earlier figures and with a flat refusal to allow audits or verification scripts.
This abrupt reversal—and Siemens’s alleged unwillingness to allow independent verification—formed the basis for what VMware now calls a clear-cut case of software piracy by one of the world’s most technologically advanced companies.
At the heart of VMware’s case are three distinct but overlapping claims:
Direct Infringement by all Siemens entities for downloading, copying, and using VMware products without proper licensing.
Contributory Infringement by Siemens AG for enabling and materially supporting the conduct of its U.S.-based subsidiaries.
Vicarious Infringement, again targeting the German parent, for allegedly profiting from its control over the infringing activity.
Copyright infringement includes direct violation of exclusive rights by one party. It also encompasses secondary liability, where others can be held responsible through contributory infringement (enabling infringement) or vicarious infringement (supervising and benefiting from infringement).
Software Copyright (babariaip.com)
Importantly, VMware does not stop at alleging contractual breach. The language of the complaint is charged with the gravity of “willful” infringement—signaling a potential push for enhanced statutory damages and an effort to make an example of Siemens.
Legal analysts familiar with complex copyright disputes note that this isn’t merely a licensing skirmish.
“This case reflects the evolution of IP enforcement in the software industry—from contract enforcement to full-on copyright litigation,” one expert familiar with software licensing cases said. “VMware appears to be using this not just to recover damages, but to send a message to the entire enterprise IT market.”
While Siemens AG is based in Germany, the infringement allegations focus squarely on the United States. VMware claims that the software was downloaded through U.S.-based portals and deployed by U.S. subsidiaries—such as Siemens Industry Software, Siemens Healthcare Diagnostics, and Siemens Mobility. Internal records, the complaint states, show extensive installations on American soil.
Mapping the Worlds' Cloud Projects (iot-analytics.com)
This U.S. nexus is legally critical. It gives VMware jurisdiction, ties the claim directly to its U.S. copyrights, and allows for a Delaware jury trial—one that could prove particularly sensitive to issues of corporate accountability and software theft.
Some observers have pointed out that the centralized control Siemens AG holds over its subsidiaries may work against it.
“You can’t be the global command center and then claim ignorance when your satellites break the law,” one analyst noted. “That argument doesn’t hold much weight in U.S. courts, especially in the IP domain.”
For Siemens, the implications extend far beyond legal fees or settlement costs. While the conglomerate’s industrial heft may shield it from a direct financial hit, the reputational damage of being cast as a willful infringer of intellectual property could reverberate across its IT, healthcare, and infrastructure businesses.
This case also lays bare deeper structural issues within Siemens's digital governance.
Compliance checklists (metricstream.com)
The failure to detect—or worse, the choice to ignore—overdeployment of VMware products raises questions about Siemens’s internal asset management, audit readiness, and compliance training. Investors are already scrutinizing how the company handles digital liabilities.
Summary of Projected Growth in the Global Software Asset Management (SAM) Market
Cloud computing adoption, focus on security and data privacy, risk mitigation, compliance needs
“If this turns out to be true, it suggests a lapse not only in compliance but also in leadership,” one enterprise tech investor said. “No multinational should be this exposed.”
Moreover, the case could force Siemens to radically overhaul its global software licensing operations, potentially disrupting its IT workflows and vendor relationships.
Broadcom’s acquisition of VMware marked a shift toward monetizing high-margin software. This lawsuit may be part of a broader campaign to assert control over its intellectual property—a calculated strategy to position VMware’s portfolio as untouchable.
Winning this case, or even extracting a high-profile settlement, would serve as a warning to other enterprises tempted to stretch licensing boundaries.
From an investor standpoint, VMware’s aggressive IP stance signals discipline and confidence in its legal position.
“You will be too naive if you think it is only about Siemens. It’s about creating an enforcement precedent. VMware wants the market to know: if you misuse our software, we will find you, and we will sue,” said a portfolio manager at a tech-focused hedge fund.
As cloud adoption accelerates and hybrid infrastructure becomes the norm, ensuring license compliance is no longer an administrative chore—it’s a frontline strategic issue.
Legal experts suggest that this case could trigger widespread reevaluation of licensing protocols across Fortune 500 firms. Some may invest more in automated tracking systems; others may seek more flexible, consumption-based licensing models.
Did you know that Software Asset Management (SAM) is a crucial business practice that helps organizations optimize their software investments? SAM involves managing the entire lifecycle of software, from procurement to disposal, to ensure compliance with licensing agreements, reduce costs, and mitigate risks. By implementing SAM, companies can streamline software usage, avoid unnecessary expenses, and enhance operational efficiency. It's a key component of IT Asset Management (ITAM), focusing specifically on software to maximize value and minimize legal and financial risks. Effective SAM can significantly improve an organization's bottom line and security posture by ensuring that software assets are aligned with business needs.
Meanwhile, software vendors are likely to push for tighter audit rights and stronger remedies in contract negotiations.
“If VMware prevails, the days of casual overdeployment are over,” one industry compliance consultant said. “Companies will either get serious about license management or budget for litigation.”
The lawsuit between VMware and Siemens is more than a dispute over who owes what for software. It is a litmus test for how seriously global enterprises take digital compliance, and how far software providers are willing to go to protect their turf.
As court proceedings unfold, all eyes will be on Delaware—not just for the legal outcome, but for what it says about power, accountability, and the cost of crossing digital boundaries in an age when everything—licenses, liabilities, and reputations—can scale globally overnight.
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