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Judge eyes $275M settlement in Activision shareholder suit

March 4, 2015

WILMINGTON, Delaware (AP) — A Delaware judge signaled Wednesday that he will approve a $275 million settlement in a shareholder lawsuit alleging that videogame maker Activision Blizzard was shortchanged in a $6 billion buyback of shares from French media conglomerate Vivendi SA in 2013.

Following a hearing Wednesday, Vice Chancellor J. Travis Laster said there are outstanding legal and procedural issues he needs to address, but that the settlement appears reasonable.

“I’m viewing this settlement favorably in terms of ending the case,” he said.

The lawsuit alleged that Activision executives and directors, including Vivendi officials, breached their fiduciary duties by entering into a deal that improperly benefited CEO Bobby Kotick and co-chairman Brian Kelly. The two men formed a partnership that paid $2.3 billion for 172 million shares from Vivendi at the same discount price at which Activision acquired 429 million shares for $5.8 billion. The company paid an additional $675 million for certain favorable tax attributes.

Joel Friedlander, an attorney for the lead shareholder plaintiff in the case, told Laster that the $275 million settlement is the largest ever in a derivative suit, in which shareholders sue on behalf of a company.

“Any delay in its implementation will come at significant cost to Activision and its stockholders,” he said.

But Michael Hanrahan, an attorney for a shareholder who objected to the settlement, argued that stockholders were not receiving any consideration for the release of their damage claims because all the settlement money was going to the company itself, instead of shareholders.

Friedlander argued that the settlement does indeed benefit shareholders of Santa Monica, California-based Activision, maker of the popular “World of Warcraft” and “Call of Duty” games. He noted that the deal calls for the addition of two new independent directors to Activision’s board and reduces the voting power of Kotick and Kelly.

The settlement calls for Vivendi to pay $67.5 million, with $207.5 million coming from the Activision defendants and their insurers.

Plaintiffs’ attorneys are seeking $72 million of the settlement proceeds for their fees and expenses, an amount that they negotiated with the defendants and are asking the judge to approve.

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