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Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
Note 24. Litigation
who are entitled to reparation as civil parties. The former Vivendi
officers as well as some civil parties appealed the decision. The appeal
proceedings were held from October 28 to November 26, 2013, before
the Paris Court of Appeal. The Public Prosecutor requested a 20-month
suspended prison sentence and a fine of €150,000 for Mr. Jean-Marie
Messier for misuse of corporate assets and dissemination of false or
misleading information, a 10-month suspended prison sentence and
a fine of €850,000 for Mr. Guillaume Hannezo for insider trading, and
a fine of €5 million for Mr. Edgar Bronfman Jr. for insider trading. In
the course of the trial, a number of civil parties have submitted an
application to the Paris Court of Appeal for a priority preliminary ruling
on constitutionality. The application concerned the impossibility, for a
civil party, to appeal a decision by a first instance court to drop charges.
Since the same question is currently pending before the Constitutional
Council, the Court of Appeal has stayed the proceedings with regard to
the issues relating to the dropped charges, and postponed pleadings on
these issues until the hearing of April 8 and 9, 2014. The Court will rule
on these and the other issues in a single judgment on April 29, 2014.
LBBW et al. against Vivendi
On March 4, 2011, 26 institutional investors from Germany, Canada,
Luxemburg, Ireland, Italy, Sweden, Belgium and Austria filed a complaint
against Vivendi with the Paris Commercial Court seeking to obtain
damages for losses they allegedly incurred as a result of four financial
communications issued by Vivendi in October and December 2000,
September 2001 and April 2002. Then on April 5 and 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.
The cases are currently in the pretrial stage.
California State Teachers Retirement System et al. against Vivendi and Jean-Marie Messier
On April 27, 2012, 67 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, 24 new plaintiffs joined
these proceedings; however, in November 2012, two plaintiffs withdrew
from the proceedings. The case is currently in the pretrial stage.
Actions against Activision Blizzard, Inc., its Board of Directors and Vivendi
In August 2013, a derivative action was initiated in Los Angeles Superior
Court by an individual shareholder against Activision Blizzard, Inc.
(“Activision Blizzard” or the “Company”), all of the members of its Board
of Directors and against Vivendi. The plaintiff alleges that Activision
Blizzard’s Board of Directors and Vivendi breached their fiduciary
duties by approving the divestment of Vivendi’s share ownership in the
Company. The plaintiff, Todd Miller, claims that the transaction would
not only be disadvantageous to Activision Blizzard but that it would
also confer a disproportionate advantage to a group of investors led
by Robert Kotick and Brian Kelly, the Company’s Chief Executive Officer
and Co-Chairman of the Board, respectively, and that those breaches of
fiduciary duty were aided and abetted by Vivendi.
On September 11, 2013, a second derivative action based on essentially
the same allegations was initiated in the Delaware Court of Chancery
by another minority shareholder of Activision Blizzard, Anthony Pacchia.
On the same day, another minority shareholder, Douglas Hayes,
initiated a similar action and also requested that the closing of the
sale transaction be enjoined pending approval of the transaction
by Activision Blizzard’s shareholders. On September 18, 2013, the
Delaware Court of Chancery granted the motion enjoining the closing of
the transaction. However, on October 10, 2013, the Delaware Supreme
Court overturned this decision, allowing for the completion of the
transaction. The case will proceed on the merits.
On November 2, 2013, the Delaware Court of Chancery consolidated the
Pacchia and Hayes actions into a single action entitled
In Re Activision
Blizzard Inc. Securities Litigation
. A decision on whether the “Miller”
case should also be consolidated into this action is expected soon.
