Page 312 - 2012 Annual Report

312 VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
4
III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 27 Litigation
on April 23, 2012, two similar complaints were filed against Vivendi: the
first one by a US pension fund, the Public Employee Retirement System
of Idaho and the other by six German and British institutional investors.
Finally, on August 8, 2012, the British Columbia Investment Management
Corporation also filed a complaint against Vivendi on the same basis.
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ET
AL AGAINST VIVENDI AND JEAN-MARIE MESSIER
On April 27, 2012, sixty-seven institutional foreign investors filed a
complaint against Vivendi and Jean-Marie Messier before the Paris
Commercial Court seeking damages for losses they allegedly incurred as
a result of the financial communications made by Vivendi and its former
leader, between 2000 and 2002. On September 6, 2012, twenty-four new
plaintiffs joined these proceedings; however, in November 2012, two
plaintiffs withdrew from the proceedings.
LAGARDÈRE AGAINST VIVENDI, CANAL+ GROUP AND
CANAL+ FRANCE
On February 12, 2013, Lagardère Holding TV, a 20% shareholder of Cana l+
France, filed a complaint against Vivendi, Canal+ Group and Canal +
France with the Paris Commercial Court. The Lagardère group is seeking
nullification of the cash management agreement entered into between
Canal+ France and Canal+ Group on the grounds that it constitutes a
related party agreement and hence, is seeking restitution, under penalty,
from Canal+ Group, of the entire cash surplus given over by Canal+ France
under the agreement, i.e., the sum of €1.6 billion. Vivendi formally denies
the allegations of the Lagardère Group as to the nature of this agreement,
which should be considered ordinary course, and intends to vigorously
defend its rights.
VIVENDI DEUTSCHLAND AGAINST FIG
Further to a claim filed by CGIS BIM (a subsidiary of Vivendi) against FIG
to obtain the release of part of a payment remaining due pursuant to a
buildings sale contract, FIG obtained, on May 29, 2008, the annulment
of the sale following a judgment of the Berlin Court of Appeal, which
overruled a judgment rendered by the Berlin High Court. CGIS BIM was
ordered to repurchase the buildings and to pay damages. Vivendi delivered
a guarantee so as to pursue settlement negotiations. As no settlement
was reached, on September 3, 2008, CGIS BIM challenged the validity of
the reasoning of the judgment. On April 23, 2009, the Regional Berlin Court
issued a decision setting aside the judgment of the Berlin Court of Appeal
dated May 29, 2008. On June 12, 2009, FIG appealed that decision. On
December 16, 2010, the Berlin Court of Appeal rejected FIG’s appeal and
confirmed the decision of the Regional Berlin Court in April 2009, which
decided in CGIS’s favor and confirmed the invalidity of the reasoning of the
judgment and therefore overruled the order for CGIS BIM to repurchase
the building and pay damages and interest. This decision is now final.
In parallel, FIG filed a second claim for additional damages in the Berlin
Regional Court which was served on CGIS on March 3, 2009. The Court,
which had previously suspended this proceeding, must now rule on the
validity of this claim.
FREE AGAINST SFR
On May 21, 2012, Free filed a complaint against SFR with the Paris
Commercial Court. Free is challenging SFR‘s model of subsidizing mobile
phone purchases through what Free calls “concealed” consumer loans
and claims this constitutes an unfair and deceptive trade practice. On
January 15, 2013, the Court dismissed Free’s claims and ordered it to pay
to SFR €300,000 in damages for defamation and €100,000 for costs. Free
appealed this decision.
VIVENDI’S COMPLAINT AGAINST FRANCE TELECOM
BEFORE THE EUROPEAN COMMISSION FOR ABUSE
OF A DOMINANT POSITION
On March 2, 2009, Vivendi and Free jointly filed a complaint against France
Telecom before the European Commission (the “Commission”), for abuse
of a dominant position. Vivendi and Free allege that France Telecom
imposes excessive tariffs on offers for access to its fixed network and on
telephone subscriptions. In July 2009, Bouygues Telecom joined in this
complaint. In a letter dated February 2, 2010, the Commission informed the
parties of its intention to dismiss the complaint. On September 17, 2010,
Vivendi filed an appeal before the Court of First Instance of the European
Union in Luxemburg.
COMPLAINT AGAINST FRANCE TELECOM AND ORANGE
BEFORE THE FRENCH COMPETITION AUTHORITY
On August 9, 2010, SFR filed a complaint before the French Competition
Authority against France Telecom and Orange for anti-competitive
practices on the professional mobile market. This case is under
investigation.
COMPLAINT LODGED WITH THE FRENCH COMPETITION
AUTHORITY BY ORANGE RÉUNION, ORANGE MAYOTTE
AND OUTRE MER TELECOM AGAINST SOCIÉTÉ
RÉUNIONNAISE DU RADIOTÉLÉPHONE (SRR)
Orange Réunion and Orange Mayotte filed a complaint against SRR (an
SFR subsidiary) for alleged discriminatory practices. On September 15,
2009, the French Competition Authority imposed temporary protective
measures on SRR, requiring it to propose to its subscribers offers which
do not discriminate based on the network used, except where they reflect
the differences in costs amongst the network operators. On August 18,
2011, the French Competition Authority provided SRR with a report stating
that SRR had not complied with the order and, on January 24, 2012, the
French Competition Authority ordered SRR to pay a fine of €2 million. The
investigation is ongoing.
COMPLAINT OF BOUYGUES TELECOM AGAINST SFR AND
ORANGE IN CONNECTION WITH THE CALL TERMINATION
AND MOBILE MARKETS
Bouygues Telecom brought a claim before the French Competition Council
against SFR and Orange for certain alleged unfair trading practices in the
call termination and mobile markets (“price scissoring”). On May 15, 2009,
the French Competition Authority (the “Authority”) resolved to postpone its