案例库 · 法务与合规 · 法务决策 · 2023
这条还没译成中文，下面是英文原文。
Activision Blizzard hid workplace misconduct from investors — SEC fined it $35M
The game publisher tracked hundreds of harassment complaints internally but had no process to assess whether they were material to investors.
Activision Blizzard · 2023-02-03
怎么回事
Between 2018 and 2021, Activision Blizzard collected and tracked hundreds of employee complaints about workplace harassment, discrimination, and retaliation. The company had no process to evaluate whether these complaints were material information that investors needed — and the SEC found this was a deliberate gap in disclosure controls.
Separately, between 2016 and 2021, Activision asked departing employees to sign separation agreements that required them to notify the company before communicating with any government agency — a violation of whistleblower protection rules. The clause effectively discouraged former employees from reporting misconduct to regulators.
On February 3, 2023, Activision agreed to pay a $35 million civil penalty to settle both charges. The settlement signalled that the SEC considers workplace misconduct a disclosure issue: companies must have controls to assess whether internal complaints affect what investors are told.
为什么会这样
- The company tracked misconduct complaints but lacked controls to assess their materiality to investors.
- Separation agreements required ex-employees to notify the company before contacting regulators.
- The volume of complaints — hundreds between 2018 and 2021 — was never disclosed to investors.
- The SEC considers human capital risks a disclosure obligation, not just an HR issue.
教训
If you track misconduct complaints internally but have no process to decide whether investors need to know, the absence of a process is itself the violation.
后来呢
The settlement applied to the period before Microsoft acquired Activision Blizzard in October 2023. The case established that the SEC will treat systemic workplace issues as material disclosure obligations under securities law.
资料来源
- Activision Blizzard to Pay $35 Million for Failing to Maintain Disclosure Controls — SEC
- Activision Blizzard pays SEC $35 million to settle probe — CNBC
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