So, let's say Microsoft would divest Activision as a LLC with "friendly" people in charge and then got exclusive rights to include Call of Duty and other Acti Blizz games in Game Pass day one and that new LLC would not be beholden to any contract with Sony around releasing Call of Duty games on PlayStation.
How exactly would it resolve situation? And more importantly, how would CMA manage to secure that thing like that does not happen?
Fact is that no matter how this acquisition will end up, Sony kinda screwed their relationship with Activision Blizzard moving forward. I can't imagine shareholders being happy with Sony when CMA will block this deal and they will loose potential 95$ per share and shares of company will take a nosedive as a result.
That is such a stupid implementation of a structural remedy that no one would implement it that way and you know it. There are various ways the divested entity could be structured to ensure actual fairness and still provide benefits to Microsoft.
My idea for a reasonable divestiture would call for the Activision branch to be made its own entity, with the appropriate main COD teams and support teams which is basically all of the Activision teams these days. Microsoft could be allowed to retain either 25% or 33% of the shares of this company, meanwhile they would be a funding source (but wouldn't need to be the only funding source) for base versions of COD and Warzone on PC and mobile.
Any platform holder who wants a version of COD or Warzone for their device has to pay for the development of that version; they can either pay for the main teams of Activision to do it, or license development of versions of the game for their platform with some of their own programming teams (think about what Sega used to do back in the early Genesis era when they reprogrammed Strider for their system). Or they could do a mix of the two; the costs for the license of that installment to their platform would change depending on what they chose.
Each platform holder paying for a license of the game on their system also gets a publishing license. That means they're responsible for the publishing of that COD installment on their console, it also means they retain all of the revenue from software sales of COD on their system(s). So, Microsoft would have full marketing rights to COD on Xbox and retain all sales revenue of COD on Xbox consoles; Sony would get the same just with PlayStation, and Nintendo with their platforms.
In addition to that, each platform holder could opt to add bonus content to their version of COD like brand-specific skins and decals, or even maps themed off of their own games. However, they would have to develop this bonus content themselves, and would have to allow the divested Activision to have a choice in porting some portion of that content to the PC and mobile versions of the game. Platform holders would pay a separate license fee for inclusion of a new COD into their subscription service, the time of the game in their service determining the cost of that license.
If a platform holder were to make a new COD Day 1 in their subscription service, they'd pay the highest licensing cost, and depending on if they also provide the game for a native purchase on their platform, would have to curtail certain options. In the case of COD, perhaps severely limit the amount of MTX items a player can buy through the game if accessing it in the subscription service Day 1. If the platform holder purchased a sub license where they put COD into their service 6 months after initial release, the limitations loosen, and if they pay for a sub license where it goes into their service a year after initial sale, there are no limitations.
You can adjust this system for non-COD and non live-service Activision games as well: same with COD, Activision focuses on the PC and mobile version of those games, platform holders pay a license for a version of that game on their system, and get publishing rights to sale of that game on their platforms. They can develop additional content around their brand for their version of the game, but Activision are able to select some of that content to port to the PC and mobile versions, of their own choosing. Platform holders can choose a Day 1 sub service license, 6 month sub service license, or 1 year sub service license, which can affect how much of the game's content is made available through the sub service and how much a user may have to purchase in partitions (perhaps at timed intervals when made available), but some portion of any purchased partitions being auto-redeemable as a discount towards the full purchase of the game so should the user buy the game within the span of a year of its initial release.
For companies that are strictly cloud content providers (Boosteroid, GeForce NOW etc.), the aforementioned limitations for COD, non-COD and non live-service GaaS games in a subscription service license would not apply, since those companies do not provide a native version of the games for purchase on their storefronts or at physical retailers for their consoles...since they don't have their own storefront or console to begin with. However the flipside to that is, these providers would only have the cloud version of COD and other Activision games, whereas a service like Game Pass or PS+ can still provide a downloadable version to run natively on the console.
As for Microsoft's shares in this divested Activision entity, they would own all of the priority shares. I'm not fully sure how this works, but it'd be similar to how Nintendo's main shares are owned by various Japanese banks and investment groups, plus some family members. I'm not exactly sure how that could be replicated with a divested Activision, but maybe Microsoft retains a 33% stake in the company and they have the option to own up to 51% stake in them. However other companies would be allowed to buy shares in Activision, including Apple, Google, Tencent, Embracer Group, Nintendo, and Sony.
IMO that's the best structural remedy Microsoft could hope for. The selling price of ABK would have to be readjusted, probably a good deal less, so there's a chance the ABK shareholders balk and reject such a thing, but I think you can make an offer where Microsoft still gets Blizzard & King wholesale, and divest Activision while retaining a 33% stake, where the shareholders of ABK agree to a new offer. And Microsoft of course still get Blizzard & King, they get control of COD on their console platforms and subscription services, their 33% stake would enjoy increased valuation depending on PC & mobile sales of games so Microsoft has an incentive to ensure that does well, and maybe they can work out an agreement for Activision mobile content (depending on what exactly it is) on their mobile storefront they want to launch soon.
I think it's the best solution & compromise for this deal TBH, for all involved parties. But if Microsoft's true intent with COD is absolute control and using it to foreclose on PlayStation, of course they would reject any divestiture suggestions.
