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UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION

OFFICE OF ADMINISTRATIVE LAW JUDGES

In the Matter of

Microsoft Corp., 

a corporation, 

and 

Activision Blizzard, Inc., 

a corporation. 

Docket No. 9412 

RESPONDENTS’ MOTION FOR SECOND REVISED SCHEDULING ORDER

In light of the parallel preliminary injunction hearing that is currently underway in federal 

district court, Respondents Microsoft Corporation (“Microsoft”) and Activision Blizzard, Inc. 

(“Activision”) respectfully move this Court for an Order pursuant to Rule 3.21(c)(2) revising certain 

deadlines in this Court’s First Revised Scheduling Order. The relief requested in this Motion does 

not affect the August 2, 2023 commencement date of this Court’s own evidentiary hearing in this 

matter. 

On June 12, 2023, the FTC filed a Complaint in the United States District Court for the 

Northern District of California pursuant to Section 13(b) of the Federal Trade Commission Act, 15 

U.S.C. § 53(b), seeking a temporary restraining order and preliminary injunction to prevent Microsoft 

from completing its proposed acquisition of Activision pending this Court’s administrative review of 

that transaction. See Docket No. 1, Federal Trade Commission v. Microsoft Corporation et al., 3:23-

cv-2880 (N.D. Cal.). The district court granted the temporary restraining order and scheduled an

evidentiary hearing on the FTC’s motion for a preliminary injunction, which commenced on June 22, 

2023, and is scheduled to conclude on June 29, 2023. See id. Docket Nos. 37, 76. The district court 

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has also ordered the parties to submit their final Proposed Findings of Fact and Conclusions of Law 

by 5:00 p.m. on June 30, 2023. 

This Court’s First Revised Scheduling Order sets the following deadlines regarding the 

treatment of confidential materials of an opposing party or non-party:

June 29, 2023 - Parties that intend to offer confidential materials of an 

opposing party or non-party as evidence at the hearing 

must provide notice to the opposing party or non-party, 

pursuant to 16 C.F.R. § 3.45(b). 

July 10, 2023 - Deadline for filing motions for in camera treatment of 

proposed trial exhibits. 

July 17, 2023 - Deadline for filing responses to motions for in camera

treatment of proposed trial exhibits. 

The First Revised Scheduling Order also sets the following deadlines regarding motions in limine to 

preclude admission of evidence: 

July 12, 2023 - Deadline for filing motions in limine to preclude 

admission of evidence. 

July 19, 2023 - Deadline for filing responses to motions in limine to 

preclude admission of evidence. 

Finally, the current deadline for the parties’ objections to the final proposed witness and exhibit lists

is July 14, 2023. 

Respondents respectfully request that the Court extend each of these deadlines, as set forth in 

the Proposed Second Revised Scheduling Order accompanying this Motion. 

Good cause exists to amend the schedule set forth in the First Revised Scheduling Order. It 

would be both inefficient and highly inconvenient to require the parties to meet the upcoming June 

29, 2023 deadline for notice of intent to offer confidential materials in this matter—to which two 

other deadlines (motions and responses regarding in camera treatment of those materials) are keyed—

while simultaneously litigating the preliminary injunction motion in district court. These 

considerations apply equally to non-parties, who remain heavily engaged in responding to the parties’ 

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ongoing notifications of intent to offer confidential materials in the district court hearing. 

Respondents’ request for relief would not delay any other deadlines in this administrative matter, nor 

would it affect the commencement of the evidentiary hearing currently scheduled for August 2, 2023.

This is the second request to amend the Scheduling Order originally entered on January 4, 

2023. The Court’s May 12, 2023 Order granting the parties’ Joint Motion for First Revised 

Scheduling Order resulted in a one-week extension of the deadlines for the final proposed exhibit lists 

for both Complaint Counsel and Respondents. 

Respondents have conferred with Complaint Counsel, who have declined to join this motion. 

A proposed Second Revised Scheduling Order is attached, laying out Respondents’ proposed 

deadlines going forward. 

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UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION

OFFICE OF ADMINISTRATIVE LAW JUDGES

__________________________________________

 ) 

In the Matter of ) 

 ) 

Microsoft Corp., ) 

 a corporation, and ) 

 ) Docket No. 9412 

Activision Blizzard, Inc., ) 

 a corporation, ) 

 ) 

 Respondents. ) 

__________________________________________)

[PROPOSED] SECOND REVISED SCHEDULING ORDER

July 14, 2023 - Parties that intend to offer confidential materials of an opposing party 

or non-party as evidence at the hearing must provide notice to the 

opposing party or non-party, pursuant to 16 C.F.R. § 3.45(b).1 See

Additional Provision 17. 

 Complaint Counsel files pretrial brief supported by legal authority. 

 

July 24, 2023 - Deadline for filing motions for in camera treatment of proposed trial 

exhibits. 

 Deadline for filing motions in limine to preclude admission 

 of evidence. See Additional Provision 18. 

July 26, 2023 - Exchange proposed stipulations of law, facts, and authenticity.

1 Appendix A to Commission Rule 3.31, the Standard Protective Order, states that if a party or third party wishes in 

camera treatment for a document or transcript that a party intends to introduce into evidence, that party or third 

party shall file an appropriate motion with the Administrative Law Judge within 5 days after it receives notice of a 

party’s intent to introduce such material. Commission Rule 3.45(b) states that parties who seek to use material 

obtained from a third party subject to confidentiality restrictions must demonstrate that the third party has been 

given at least 10 days’ notice of the proposed use of such material. To resolve this apparent conflict, the Scheduling 

Order requires that the parties provide 10 days’ notice to the opposing party or third parties to allow for the filing of 

motions for in camera treatment. 

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July 27, 2023 - Deadline for filing responses to motions for in camera treatment of 

proposed trial exhibits. 

 Deadline for filing responses to motions in limine to preclude 

admission of evidence. 

 Exchange and serve courtesy copy on ALJ objections to final 

proposed witness lists and exhibit lists. The Parties are directed to 

review the Commission’s Rules on admissibility of evidence before 

filing objections to exhibits and raise only objections that are 

necessary and valid. 

July 28, 2023 - Respondents’ Counsel files pretrial brief supported by legal authority. 

August 1, 2023 - Final prehearing conference to begin at 1:00 p.m. ET. 

The parties shall meet and confer prior to the prehearing conference 

regarding trial logistics and proposed stipulations of law, facts, and 

authenticity of exhibits. To the extent the parties have agreed to 

stipulate to any issues of law, facts, and/or authenticity of exhibits, the 

parties shall prepare a list of such stipulations and submit a copy of 

the stipulations to the ALJ one business day prior to the final 

prehearing conference. At the conference, the parties’ list of 

stipulations shall be marked as “JX1” and signed by each party, and 

the list shall be offered into evidence as a joint exhibit. No signature 

by the ALJ is required. Any subsequent stipulations may be offered as 

agreed by the parties.

Counsel may present any objections to the final proposed witness lists 

and exhibits. All trial exhibits will be admitted or excluded to the 

extent practicable. To the extent the parties agree to the admission of 

each other’s exhibits, the parties shall prepare a list identifying each 

exhibit to which admissibility is agreed, marked as “JX2” and signed 

by each party, which list shall be offered into evidence as a joint 

exhibit. No signature by the ALJ is required. 

August 2, 2023 - Commencement of Hearing, to begin at 10:00 a.m. ET. 

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Dated: June 26, 2023 Respectfully submitted,

By: Steven C. Sunshine By: /s/ Grace L. Hill

Steven C. Sunshine 

Julia K. York 

Jessica R. Watters

Skadden, Arps, Slate, Meagher & Flom LLP 

1440 New York Avenue, N.W. 

Washington, DC 20005 

Telephone: (202) 371-7860 

Fax: (202) 661-9126 

steve.sunshine@skadden.com 

julia.york@skadden.com 

jessica.watters@skadden.com

Maria A. Raptis

Michael J. Sheerin

Matthew M. Martino

Evan R. Kreiner 

Andrew D. Kabbes 

Bradley J. Pierson 

Skadden, Arps, Slate, Meagher & Flom LLP 

One Manhattan West

New York, NY 10001 

Telephone: (212) 735-2425 

Fax: (917) 777-2425 

maria.raptis@skadden.com 

michael.sheerin@skadden.com 

matthew.martino@skadden.com 

evan.kreiner@skadden.com 

andrew.kabbes@skadden.com 

bradley.pierson@skadden.com 

Counsel for Activision Blizzard, Inc. 

Beth Wilkinson 

Rakesh N. Kilaru

Kieran Gostin

Grace L. Hill

Anastasia M. Pastan

Sarah E. Neuman

Wilkinson Stekloff LLP 

2001 M Street NW, 10th Floor 

Washington, DC 20036 

Telephone: (202) 847-4000 

Fax: (202) 847-4005 

bwilkinson@wilkinsonstekloff.com 

rkilaru@wilkinsonstekloff.com 

kgostin@wilkinsonstekloff.com 

ghill@wilkinsonstekloff.com 

apastan@wilkinsonstekloff.com 

sneuman@wilkinsonstekloff.com 

Michael Moiseyev

Megan A. Granger 

Weil Gotshal & Manges LLP

2001 M Street NW 

Suite 600 

Washington, DC 20036 

(202) 682-7026 

michael.moiseyev@weil.com

megan.granger@weil.com

 Counsel for Microsoft Corp. 

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CERTIFICATE OF SERVICE

I hereby certify that on June 26, 2023, I caused a true and correct copy of the foregoing 

to be filed electronically using the FTC’s E-Filing System and served the following via email: 

April Tabor 

Secretary

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm H-113 

Washington, DC 20580 

ElectronicFilings@ftc.gov 

The Honorable D. Michael Chappell 

Administrative Law Judge

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm H-110 

Washington, DC 20580 

I also certify that I caused the forgoing document to be served via email to: 

James H. Weingarten (jweingarten@ftc.gov) 

James Abell (jabell@ftc.gov) 

Cem Akleman (cakleman@ftc.gov) 

J. Alexander Ansaldo (jansaldo@ftc.gov) 

Peggy Bayer Femenella (pbayerfemenella@ftc.gov)

Michael T. Blevins (mblevins@ftc.gov) 

Amanda L. Butler (abutler2@ftc.gov) 

Nicole Callan (ncallan@ftc.gov) 

Maria Cirincione (mcirincione@ftc.gov) 

Kassandra DiPietro (kdipietro@ftc.gov) 

Jennifer Fleury (jfleury@ftc.gov) 

Michael A. Franchak (mfranchak@ftc.gov)

James Gossmann (jgossmann@ftc.gov) 

Ethan Gurwitz (egurwitz@ftc.gov) 

Meredith Levert (mlevert@ftc.gov) 

David E. Morris (dmorris1@ftc.gov) 

Merrick Pastore (mpastore@ftc.gov) 

Stephen Santulli (ssantulli@ftc.gov) 

Edmund Saw (esaw@ftc.gov) 

U.S. Federal Trade Commission 

600 Pennsylvania Ave., N.W. 

Washington, DC 20580 

Telephone: (202) 326-3570 

Counsel Supporting the Complaint 

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/s/ Grace L. Hill

Grace L. Hill

Counsel for Microsoft Corp. 

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