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Note 25. Litigation
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
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.
Action brought by the French Competition Authority regarding Practices in the Pay-TV Sector
On January 9, 2009, further to its voluntary investigation and a complaint
by Orange, the French Competition Authority sent Vivendi and Canal+
Group a notification of allegations. It alleges that Canal+ Group has
abused its dominant position in certain Pay-TV markets and that Vivendi
and Canal+ Group colluded with TF1 and M6, on the one hand, and with
Lagardère, on the other. Vivendi and Canal+ Group have each denied
these allegations.
On November 16, 2010, the French Competition Authority rendered a
decision in which it dismissed the allegations of collusion, in respect of
all parties, and certain other allegations, in respect of Canal+ Group. The
French Competition Authority requested further investigation regarding
fiber optic TV and catch-up TV, Canal+ Group’s exclusive distribution
rights on channels broadcast by the Group and by independent channels
as well as the extension of exclusive rights on TF1, M6 and Lagardère
channels to fiber optic and catch-up TV. On October 30, 2013, the French
Competition Authority took over the investigation into these aspects of
the case.
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 (
3
ª
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 €4.7 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
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