311
Annual Report -
2013
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Vivendi
4
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |
Consolidated
Financial Statements
| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
Note 28. Litigation
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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.
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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.
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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 CGIS 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.
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Lagardère against Vivendi, Canal+ Group, and
Canal+ France
On February 12, 2013, Lagardère Holding TV, a 20% shareholder of
Canal+ France, and Mr. Dominique D’Hinnin and Mr. Philippe Robert,
members of the Supervisory Board of Canal+ 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. The parties have agreed to the appointment of
a mediator to help find an amicable solution to the dispute between
them. On June 10, 2013, the Paris Commercial Court appointed Mr. René
Ricol as the mediator. Following the mediation process, which ended
on October 14, 2013, the different parties entered into a settlement
agreement dated November 5, 2013, which put an end to the disputes
between them.
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Compañía de Aguas de Aconquija and Vivendi
against the Republic of Argentina
On August 20, 2007, the International Center for Settlement of
Investment Disputes (“ICSID”) issued an arbitration award in favor of
Vivendi and Compañia de Aguas de Aconquija (“CAA”), its Argentinian
subsidiary, relating to a dispute that arose in 1996 regarding the water
concession it held between 1995 and 1997, in the Argentinian Province
of Tucuman. The arbitration award held that the actions of the provincial
authorities had infringed the rights of Vivendi and its subsidiary, and
were in breach of the provisions of the Franco-Argentine Bilateral
Investment Protection Treaty. The arbitration tribunal awarded Vivendi
and its subsidiary damages of US$105 million plus interest and costs.
On December 13, 2007, the Argentinian Government filed an application
to vacate the arbitration award on the basis, among others, of an
alleged conflict of interest regarding one of the arbitrators. The ICSID
appointed an
ad hoc
Committee to rule on this application.
On August 10, 2010, the ICSID rejected the Argentinian Government’s
application and the award of August 20, 2007 became final.
On October 10, 2013, Vivendi and CAA entered into a settlement
agreement with the Argentine government which terminated their
dispute.
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Claim by Centenary Holdings III Ltd.
Centenary Holdings III Ltd. (CH III), a former Seagram subsidiary,
divested in January 2004, was placed into liquidation in July 2005. On
January 9, 2009, the liquidator of CH III sued a number of its former
Directors, former auditors and Vivendi. The liquidator, acting on behalf
of CH III’s creditors, alleges that the defendants breached their fiduciary
duties.
On September 30, 2010, Vivendi and one of the former Directors of CH
III settled with the liquidator. This settlement put an end to the legal
proceedings brought against them and assigned to Vivendi all claims
filed on behalf of the creditors.
