In a decision last week a Delaware court rejected a request by the Wayne County Employees’ Retirement System for a preliminary injunction against the proposed Vivendi-Activision merger. Though the decision is a score for the continuation of the companies’ plans, game fans will be impressed by the judge’s reasoning.
Known for his pop culture savvy, William Chandler III, chief judge of the Delaware Court of Chancery, in his decision compared the world of mergers and acquisitions to multiplayer role-playing game World of Warcraft.
Chandler began his ruling:
“In some ways, perhaps, the world of Mergers and Acquisitions is a massively multiplayer role playing game as well. Like in World of Warcraft and other games, the participants in the M&A field take on certain roles, interact in their own community, hone specialized skills, and even develop a unique, somewhat curious vernacular. One particular quest in the world of M&A is disclosure litigation. In the instance of disclosure litigation presently pending before this Court, the world of M&A meets the World of Warcraft.”
Chandler denied the Wayne County Employee’s Retirement System’s request, concluding that:
“In the role-playing game that is this disclosure litigation, both sides have played their respective roles well. Plaintiff has vigorously battled for additional information about the proposed transaction, and, indeed, additional information has been released by the Company during the pendency of this litigation. Likewise, defendants have responsively and effectively addressed the many variations of claims that plaintiff has proffered. Ultimately, however, there still remained three outstanding disclosure claims for the Court to resolve. Like any game, this one has rules, and the most essential rule of disclosure is materiality. Because the plaintiff could not establish the materiality of its final three disclosure claims, the motion for a preliminary injunction is denied. The July 8, 2008 meeting may proceed. GAME OVER.”
Activision’s shareholders are scheduled to vote on the proposed merger Tuesday. If passed, it would give Vivendi a 52% stake in the video game publisher.