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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
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Telefonica against Vivendi in Brazil
On May 2, 2011, TELESP (now Telefonica Brazil), filed a claim against
Vivendi before the Civil Court of São Paulo (
3ª Vara Cível do Foro
Central da Comarca da Capital do Estado de São Paulo
). The company
is seeking damages for having been blocked from acquiring control of
GVT and damages in the amount of 15 million Brazilian reals (currently
approximately €4.9 million) corresponding to the expenses incurred by
Telefonica Brazil in connection with its offer for GVT. At the beginning
of September 2011, Vivendi filed an objection to jurisdiction, challenging
the jurisdiction of the courts of São Paulo to hear a case involving parties
from Curitiba. This objection was dismissed on February 14, 2012, which
was confirmed on April 4, 2012 by the Court of Appeal.
On April 30, 2013, the Court dismissed Telefonica’s claim for lack of
sufficient and concrete evidence of Vivendi’s responsibility for Telefonica’s
failing to acquire GVT. The Court notably highlighted the inherently risky
nature of operations in the financial markets, of which Telefonica must
have been aware. Moreover, the Court dismissed Vivendi’s counterclaim
for compensation for the damage it suffered as a result of the defamatory
campaign carried out against it by Telefonica. On May 28, 2013,
Telefonica appealed the Court’s decision to the 5th Chamber of Private
Law of the Court of Justice of the State of São Paulo.
On September 18, 2014, within the framework of agreements entered into
between Vivendi and Telefonica concerning the sale of GVT, the parties
agreed to end this dispute without payment to either side. Pending the
conclusion of this settlement transaction (which is to be signed on the
day of the closing of the sale of GVT), the case has been suspended.
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Dynamo against Vivendi
On August 24, 2011, the Dynamo investment funds filed a complaint
for damages against Vivendi before the Bovespa Arbitration Chamber
(São Paulo stock exchange). According to Dynamo, a former shareholder
of GVT that sold the vast majority of its stake in the company before
November 13, 2009 (the date on which Vivendi took control of GVT),
the provision in GVT’s bylaws providing for an increase in the per share
purchase price when the 15% threshold is crossed (the “poison pill
provision”) should allegedly have applied to the acquisition by Vivendi.
Vivendi, noting that this poison pill provision was waived by a GVT
General Shareholders’ Meeting in the event of an acquisition by Vivendi
or Telefonica, denies all of Dynamo’s allegations. The arbitral tribunal
has been constituted and a hearing before the Bovespa Arbitration
Chamber should be scheduled shortly. In parallel, on February 6, 2013,
Dynamo filed an application with the 21st Federal Court of the capital of
the State of Rio de Janeiro to compel CVM and Bovespa to provide the
arbitral tribunal with confidential information relating to the acquisition
of GVT by Vivendi. This was rejected on November 7, 2013 as the Court
found that only the arbitral tribunal could make such an application.
On December 17, 2014, the Rio de Janeiro Court of Appeal overturned
the lower court’s decision and authorized the provision of the above-
mentioned information solely to the arbitral tribunal, denying Dynamo
access to the information.
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Hedging-Griffo against Vivendi
On September 4, 2012, the Hedging-Griffo funds filed a complaint against
Vivendi before the Arbitration Chamber of the Bovespa (São Paulo Stock
Exchange) seeking to obtain damages for losses they allegedly incurred
due to the conditions under which Vivendi completed the acquisition of
GVT in 2009. On December 16, 2013, the arbitral tribunal was constituted
and the plaintiffs submitted their initial briefs. The Hedging-Griffo
funds demanded compensation for the difference between the price at
which they sold their GVT shares on the market and 125% of the price
paid by Vivendi in connection with the tender offer for the GVT shares,
pursuant to the “poison pill” provision in GVT’s bylaws. Vivendi believes
that the decision taken by the Hedging-Griffo funds to sell their GVT
shares before the end of the stock market battle that opposed Vivendi
against Telefonica was their own decision made in the context of their
management of these funds and can in no way be attributable to Vivendi.
It also denies any application of the bylaw provision mentioned above, as
it was waived by a GVT General Shareholders’ Meeting in the event of an
acquisition by Vivendi or Telefonica.
Litigation involving Vivendi subsidiaries
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Parabole Réunion
In July 2007, the Group Parabole Réunion filed a legal action before the
Paris Tribunal of First Instance following the termination of its rights
to exclusively distribute the TPS channels in Reunion Island, Mayotte,
Madagascar and Mauritius. Pursuant to a decision dated September 18,
2007, Canal+ Group was prohibited, under threat of a fine, from allowing
the broadcast by third parties of these channels or replacement channels
that have substituted these channels. Canal+ Group appealed this
decision. In a ruling dated June 19, 2008, the Paris Court of Appeal
partially reversed the judgment and stated that these replacement
channels were not to be granted exclusively if the channels were made
available to third parties prior to the merger with TPS. Parabole Réunion
was unsuccessful in its claims concerning the content of the channels
in question. On September 19, 2008, Parabole Réunion appealed to the
French Supreme Court. On November 10, 2009, the French Supreme
Court dismissed the appeal brought by Parabole Réunion. In the context
of this dispute, various jurisdictions have taken the opportunity to apply
the fact that in the event of the loss of the TPS Foot channel, Canal+
Group must make available to Parabole Réunion a channel of similar
attractiveness. Non-compliance with this order would result in a penalty.
On September 24, 2012, Parabole Réunion filed a claim against Canal+
France, Canal+ Group and Canal+ Distribution before the enforcement
magistrate of the Court of First Instance of Nanterre (
Tribunal de grande
instance de Nanterre
) seeking enforcement of this fine (a request for
such enforcement having been previously rejected by the enforcement
magistrate of Nanterre, the Paris Court of Appeal and the French
Supreme Court). On November 6, 2012, Parabole Réunion expanded its
claim to cover the TPS Star, Cinecinema Classic, Cult and Star channels.
On April 9, 2013, the enforcement magistrate dismissed in part Parabole
Réunion’s claim and declared the rest inadmissible. He took care to recall
that Canal+ Group had no legal obligation with respect to the content or
the maintaining of programming on channels made available to Parabole
Réunion. Parabole Réunion filed an appeal against this judgment. On
May 22, 2014, the Versailles Court of Appeal declared the appeal filed
by Parabole Réunion inadmissible. Parabole Réunion filed an appeal on
points of law and filed a second appeal against the April 9, 2013 decision.
In parallel, on August 11, 2009, Parabole Réunion filed a complaint against
Canal+ Group before the Paris Tribunal of First Instance, requesting that
the Tribunal order Canal+ Group to make available a channel with a level
of attractiveness similar to that of TPS Foot in 2006 and to pay damages.
On April 26, 2012, Parabole Réunion filed a complaint against Canal+
France, Canal+ Group and Canal+ Distribution before the Paris Tribunal
of First Instance asking the Tribunal to acknowledge the failure of the
companies of the Group to fulfill their contractual obligations to Parabole
Réunion and their commitments to the Ministry of Economy. These two
actions have been consolidated into a single action. On April 29, 2014,
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Annual Report 2014