This time, it really and truly might be “game over” for the court challenge of a merger between Activision and Vivendi Games. Last summer, you’ll recall, Delaware Chancellor William Chandler III denied a request by an Activision shareholder to stop the deal. Chandler concluded his decision — which played on the parallels between M&A and the online role-playing game “World of Warcraft” — with the phrase “game over.” The chancellor was less whimsical in an opinion issued last week, but the result was another loss for the Wayne County Employees’ Retirement System, which brought the action. In dismissing the amended complaint, Chandler ruled that the fund had not stated an appropriate claim under the Delaware Supreme Court’s recent Lyondell precedent.
The retirement system alleged in its amended complaint that Activision directors failed to make adequate disclosures about the merger. It also claimed that two of the inside directors at Activision, who allegedly controlled the merger process, breached their duty of loyalty by putting their financial interests ahead of the interests of Activision shareholders.
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