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In re Activision, Inc. Shareholder
Derivative Litigation
(Superior Court of California, County of Los Angeles)
Shareholder derivative action filed on behalf of Amalgamated Bank as Trustee of the LongView 400 Index Fund
Retirement Trusts (“Amalgamated Bank”) brought for the benefit of Nominal Defendant Activision, Inc. ("Activision"), against
certain current and former executive officers and directors of Activision. This action arises from defendants' obtaining,
approving or acquiescing to the backdating of stock option grants in violation of their fiduciary duties and other laws
between April 1995 and April 2003 (the "Relevant Period"), causing damage to Activision.
On August 3, 2006, Plaintiff filed a Derivative Complaint
in the Superior Court of the State of California, County of Los Angeles, against John T. Baker, IV, Harold A. Brown, William
J. Chardavoyne, Robert J. Dewar, Ronald Doornink, Lawrence Goldberg, Kenneth L. Henderson, Barbara S. Isur, Brian G.
Kelly, Robert A. Kotick, Mitchell H. Lasky, Howard E. Marks, Steven T. Mayer, Robert J. Morgado, Barry J. Plaga,
Michael J. Rowe, Richard A. Steele, Kathy Vrabeck, and Activision. The Complaint alleges breach of fiduciary duty,
aiding and abetting a breach of fiduciary duty, unjust enrichment, waste of corporate assets, ultra virus acts, and
rescission of all stock option contracts between the officer defendants and Activision entered into during the
Relevant Period.
On October 31, 2006, the three pending state court actions were consolidated and renamed
In re Activision Shareholder
Derivative Litigation. Amalgamated Bank was appointed Co-Lead Plaintiff. On January 22, 2007, the consolidated action
was transferred to Department 311 (Complex Litigation Program of the Los Angeles Superior Court). Following an Initial
Status Conference before the Honorable Carl J. West, a briefing schedule was issued. Plaintiffs filed their Amended
Consolidated Shareholder Derivative Complaint (the “Complaint”) on March 20, 2007, pursuant to the Court’s Order.
Nominal Defendant Activision filed a motion to stay this consolidated state court action in favor of a different and
later filed federal action pending in the United States District Court, Central District. Defendant Barry Plaga
filed a Petition to Compel Arbitration and defendants Steele, Dewar, and Baker
each filed motions to challenge jurisdiction. Lead Plaintiffs opposed all three motions. The case was temporarily
stayed pending resolution of the motions to dismiss in the federal action. Lead Plaintiffs petitioned the court
to proceed on issues that do not duplicate or conflict with the federal action.
The Court granted
leave to file a second amended complaint, which Lead Plaintiffs filed on July 13, 2007.
On September 5, 2007, the Individual Defendants filed a motion to strike Lead
Plaintiffs' jury demand. In addition, Activision filed a demurrer to the
second
amended complaint. Lead Plaintiffs intend to oppose both the motion to strike
and the demurrer. On October 10, 2007, Lead Plaintiffs filed oppositions to the motion to strike and the
demurrer. The hearing on these motions is currently pending.
Firm Partner David Stickney and associates
Brett Middleton
and Takeo Kellar are responsible for prosecuting this action.
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