186 / 348
4
Section 6 - Litigation
Financial Report
| Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
criteria for such an offense. The Court upheld the conviction against
Jean-Marie Messier for misuse of corporate assets and he received a
10-month suspended sentence and a €50,000 fine. The Court also upheld
the convictions against Messrs. Hannezo and Bronfman for insider trading
and they received fines in the amount of €850,000 (of which €425,000
is suspended) and €5 million (of which €2.5 million is suspended),
respectively. Finally, the Court set aside the lower court’s order for the
payment of damages (€10 per share) to certain shareholders and former
shareholders of Vivendi (the “civil action”). With regard to Vivendi, the
Court upheld the validity of its status as a civil party to the proceedings,
exonerated it from any responsibility and voided the demand for damages
brought against it by certain shareholders or former shareholders. An
appeal has been filed with the French Supreme Court (Cour de Cassation)
by certain of the defendants and some civil parties.
■
■
LBBW and 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. Subsequently, on April 5 and 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. Lastly, on August 8,
2012, the British Columbia Investment Management Corporation also
filed a complaint against Vivendi on the same basis. On January 7, 2015,
the Commercial Court of Paris appointed a “third party” responsible for
checking the standing of the claimants and reviewing the documentation
provided by them to evidence their alleged holding of the securities.
■
■
California State Teachers Retirement System
and 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 CEO,
between 2000 and 2002. On June 7 and September 5 and 6, 2012, 26 new
plaintiffs joined these proceedings. In November 2012 and March 2014,
12 plaintiffs withdrew from these proceedings. On January 7, 2015,
the Commercial Court of Paris appointed a “third party” responsible for
checking the standing of the claimants and reviewing the documentation
provided by them to evidence their alleged holding of the securities.
■
■
Actions against Activision Blizzard, Inc.,
its Board of Directors, and Vivendi
In August 2013, a derivative action was initiated in the 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
.
On March 14, 2014, a similar new action was initiated in the Delaware
Court of Chancery by a minority shareholder, Mark Benston. This action
was consolidated into the
In Re Activision Blizzard Inc. Securities
Litigation
proceeding currently underway.
In November 2014, the parties reached agreement on a global settlement
which would put an end to this dispute. On December 19, 2014, the
settlement agreement executed between the parties was filed with the
Court for formal approval and then the shareholder notification process
commenced. The Court is expected to approve the settlement agreement
at an upcoming hearing.
■
■
Calling of the guarantee issued
by Anjou Patrimoine to Unibail
Unibail has called its indemnification guarantee issued by Anjou
Patrimoine (a former subsidiary of Vivendi) in connection with the sale
of the CNIT offices in 1999. On July 3, 2007, the High Court of Nanterre
ordered Anjou Patrimoine to indemnify Unibail for a tax liability arising
from the creation of offices and rejected all other claims. On October 31,
2008, the Versailles Court of Appeal reversed the High Court’s ruling,
denied all of Unibail’s claims and ordered it to reimburse Anjou
Patrimoine for all sums paid under the first ruling. On November 27,
2008, Unibail appealed against this decision. On September 11, 2013,
the French Supreme Court reversed the October 31, 2008 ruling of the
Versailles Court of Appeal and remanded the case to the Paris Court of
Appeal. The hearing will take place on April 2, 2015.
■
■
Vivendi Deutschland against FIG
Further to a claim filed by CGIS BIM (a former 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 SGIC BIM’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 BIM on March 3, 2009. On June 19, 2013, the Berlin Regional
Court ordered CGIS BIM to pay FIG the sum of €3.9 million together with
interest from February 27, 2009. CGIS BIM has appealed this decision.
186
Annual Report 2014