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Society & Culture
Virtual Legality Episode 429

NOT MERGED YET: On Microsoft, Bethesda, and Securities Law (Form S-4)

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164 164 views
4m Mar 6, 2021
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From "Vault" to securities filing investigations, gamers are clearly eager to see the consummation of the Microsoft + Bethesda merger, but while there is much to be commended about the current deep dive through Microsoft's SEC EDGAR filings, Form S-4 isn't (and won't fully be) the answer.

Let's talk about securities registration!

Folks are on the right track, but not quite there yet...in Virtual Legality.

#Microsoft #Zenimax #Merger


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Discussed in this episode:
"I'd need to get more input from an actual lawyer..."
Tweet - March 5, 2021 - Klobrille
https://twitter.com/klobrille/status/1367807278557126659

Microsoft EDGAR Filings
As of March 5, 2021
https://www.sec.gov/cgi-bin/browse-edgar?CIK=0000789019&action=getcompany

Microsoft Form S-4 Filing - Notice of Effectiveness
Effective March 4, 2021
https://www.sec.gov/Archives/edgar/data/789019/999999999521000839/9999999995-21-000839-index.htm

"Securities Act of 1933"
Wikipedia Entry
https://en.wikipedia.org/wiki/Securities_Act_of_1933

SEC Form S-1
https://www.sec.gov/about/forms/forms-1.pdf

"Reclassification of securities, mergers, consolidations and acquisitions of assets."
17 CFR 230.145 (Rule 145)
https://www.law.cornell.edu/cfr/text/17/230.145

Form S-4
https://www.sec.gov/about/forms/forms-4.pdf

Microsoft's S-4 Prospectus (as amended)
https://www.sec.gov/Archives/edgar/data/789019/000119312521069628/d30757d424b3.htm

Microsoft Investor Relations - SEC Filings
https://www.microsoft.com/en-us/Investor/sec-filings.aspx

Microsoft S-4 Filing (February 16, 2021)
https://microsoft.gcs-web.com/static-files/e8b5731f-34c5-4107-a0d0-520c5330ce77

Form of Merger-Facing Form S-4
Elastic + Endgame
https://www.sec.gov/Archives/edgar/data/1707753/000119312519211245/d509645ds4.htm


"Virtual Legality" is a continuing series discussing the law, video games, software, and everything digital, hosted by Richard Hoeg, of the Hoeg Law Business Law Firm (Hoeg Law).

CHECK OUT THE REST OF VIRTUAL LEGALITY HERE:
https://www.youtube.com/playlist?list=PL1zDCgJzZUy9YAU61GoW-00K0TJOGnPCo

DISCUSSION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE CONSTRUED AS LEGAL ADVICE. INDIVIDUALS INTERESTED IN THE LEGAL TOPICS DISCUSSED IN THIS VIDEO SHOULD CONSULT WITH THEIR OWN COUNSEL.


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