FILED: NEW YORK COUNTY CLERK 05/09/2011

marketing juggernaut, tens of millions of households would already have a Kinect when it was
released.
44. Starpower: Beyoncé’s great commercial prospects were acknowledged in 2010 by
one of the top—if not the number one—seller of video games in the U.S.:Wal-Mart. The
developers of the game, accompanied by Mr. Knowles, had two private meetings with Wal-
Mart’s most senior video game buyer, who had discretion over a massive annual video game
budget. They demonstrated a video of the game, explained their credentials and described their
business plan. The Wal-Mart buyer “loved” the game and said, in a meeting in July 2010, that he
would authorize an initial order of at least 500,000 units of Starpower: Beyoncé for Wal-Mart
when production was further along.
45. During the same time period, Mr. Knowles was also working on a separate pitch
to encourage Wal-Mart to choose Beyoncé and the products she is associated with—including
Starpower: Beyoncé—for Wal-Mart’s “Big Bet” program for the 2011-2012 holiday season.
The Big Bet is a prestigious annual marketing program in which Wal-Mart selects a small
number of products or brands that it believes will be gigantic sellers that year and commits
enormous resources to promoting them, including by featuring them in printed newspaper
circulars and in prominent in-store displays throughout all Wal-Mart stores. Wal-Mart had
chosen Ms. Carter as its Big Bet for 2005, a decision that had been extremely profitable for Wal-
Mart, as well as for Ms. Carter and the products she promotes.
46. Ms. Carter’s representatives believed that she would generate even greater sales if
chosen as one of Wal-Mart’s “Big Bets” for the 2011-2012 Holiday Season. To try to secure a
place for her in the Big Bet program for that year, they organized several meetings with all of
Ms. Carter’s product “partners,” including Gate Five, to discuss the objective of courting Wal-
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