Legal News

In Chandler Opinion, World of M&A Meets ?World of Warcraft? Video Game

By Dan Slater

Chancellor William Chandler III, the head of Delaware Court of Chancery.

Because of his pop-culture references (50 Cent, Ray Charles), and his ability to entertain his audience with otherwise heavy, corporate law opinions, William B. Chandler III, the chief judge of the Delaware Court of Chancery, has become an undisputed LB star.

Today, we’re happy to report on another classic Chandler opinion. In a disclosure dispute arising out of litigation related to the Vivendi-Activision deal, Chandler, in a decision issued yesterday, shows that his pop culture knowledge is not confined to music and mythology. He’s conversant in the world of video games, as well.

The 29-page decision begins:

World of Warcraft, the market-leading massively multiplayer online role playing game, entices millions of paying subscribers to immerse themselves in a virtual online world. These subscribers create their own characters, and through these avatars they interact with other players, develop skills, create a unique jargon, join guilds and alliances, engage in battles, and embark on quests. . . . 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.

In denying the plaintiffs’ request for a preliminary injunction, Chandler concludes that, “In the role-playing game that is this disclosure litigation, both sides have played their respective roles well.” He continues: “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. . . .GAME OVER.”

Full post as published by Law Blog - WSJ.com on July 02, 2008 (boomark / email).