Activision Blizzard – Microsoft: When Crisis Tests Fiduciary Duty

Описание: This video tells the legal story behind Microsoft’s acquisition of Activision Blizzard — not as a headline deal, but as a case study in corporate law, fiduciary duty, and crisis-driven decision-making.

At the time of the merger, Activision Blizzard was not negotiating from a position of strength. The company was facing serious sexual harassment scandals, regulatory investigations, employee protests, and a sharp decline in market confidence. Its leadership was under pressure, and its CEO faced significant personal and financial risk.

Against this backdrop, Microsoft entered into acquisition talks. The process that followed raised critical legal questions:
Who controlled the negotiations?
Why was the sale conducted through a single-bidder approach?
How did management conflicts and deal protections affect the board’s decision-making?

This video explains how these issues led to a shareholder lawsuit in the Delaware Court of Chancery, where the court applied enhanced scrutiny to examine whether Activision’s directors breached their fiduciary duties. It also explores why the court allowed the claims against the board to proceed, but dismissed the aiding-and-abetting claim against Microsoft.

Rather than focusing only on price, this story shows why Delaware corporate law cares deeply about process, timing, motivation, and loyalty — especially when a company is sold during a crisis.

This video is ideal for students of corporate law, M&A, business associations, and anyone interested in how legal principles operate in real-world transactions.