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TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Corporate Update (Aug 19, 2022)

Reports
Other Events
Filing Date
Filed August 19, 2022
Period End
August 17, 2022
Security
TTWO
In the record · 2016–202610-K1110-Q338-K116

TTWO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 116 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Feb ’17Feb ’17
  2. Material agreement8-K · Feb ’19Feb ’19
  3. Leadership change8-K · Sep ’21Sep ’21
  4. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed August 19, 2022. Cited figures are marked; the original filing is the authoritative source.

This 8-K filing by Take-Two Interactive Software, Inc. (TTWO) addresses the resolution of a stockholder class action lawsuit concerning the Zynga merger.

The lawsuit, filed in April 2022, alleged omissions of material information in the Company's S-4 registration statement. Take-Two subsequently provided supplemental disclosures, which mooted the lawsuit's allegations. The Delaware Court of Chancery dismissed the action in May 2022, retaining jurisdiction only for attorneys' fees.

The Company has agreed to pay $130,000a in attorneys' fees and expenses to the plaintiff's counsel, resolving this matter. The case was officially closed on August 11, 2022, following the issuance of this notice.

02—Key points

Key Highlights

  1. Resolution of stockholder class action lawsuit related to the Zynga merger.
  2. The lawsuit alleged omissions of material information in the S-4 registration statement.
  3. Take-Two's supplemental disclosures mooted the lawsuit's claims.
  4. The Delaware Court of Chancery dismissed the action as moot.
  5. Take-Two will pay $130,000 in attorneys' fees and expenses to plaintiff's counsel.
  6. The legal action is now officially closed.
  7. The court did not rule on the reasonableness of the fees paid.

03—Questions

Frequently Asked Questions

  1. What was the nature of the lawsuit filed against Take-Two?

    A stockholder class action lawsuit was filed alleging that Take-Two's S-4 registration statement in connection with the Zynga merger omitted certain material information.

  2. How did Take-Two resolve the lawsuit?

    Take-Two provided supplemental disclosures that mooted the lawsuit's allegations. The court subsequently dismissed the action, and the Company agreed to pay $130,000 in attorneys' fees and expenses.

  3. What is the financial impact of this resolution on Take-Two?

    The Company agreed to pay $130,000 in attorneys' fees and expenses, which is a relatively small amount compared to the overall value of the Zynga transaction. This payment is considered a settlement cost to close the legal matter.

  4. Does this resolution have any bearing on the Zynga merger itself?

    No, the lawsuit and its resolution were related to the disclosures made during the merger process, not the validity or terms of the merger itself. The supplemental disclosures mooted the claims, and the merger proceeded.

04—Continue

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