Today, the Court of Cassation overturned the ruling of the Paris Court of Appeal of 22 April 2025, which had found that Vivendi SE was effectively controlled by Mr Vincent Bolloré, and referred the case back to the Paris Court of Appeal, with a different composition.
The French Financial Markets Authority (AMF) issued its opinion on the consequences under takeover law of the split of the Vivendi SE group into four separate entities on 13 November 2024 and 18 July 2025.
1. AMF decision of 13 November 2024
The AMF has ruled on the request for exemption from the obligation to file a draft public offer for the securities of Lagardère SA submitted by Louis Hachette Groupe. As this request was made in the context of the proposed demerger of Vivendi SE into four separate entities, the AMF first examined whether Article 236-6 of its General Regulation was likely to apply to Bolloré SE in the context of this project.
This article stipulates that the controlling shareholder (within the meaning of Article L. 233-3 of the Commercial Code) of a company who is considering a transaction that would substantially alter the nature of the company must first refer the matter to the AMF. The regulator may require that shareholder to make a public withdrawal offer to the other shareholders if the transaction is likely to adversely affect their rights and interests.
The AMF considered that Article 236-6 of its General Regulations was not applicable, as Bolloré SE did not control Vivendi SE within the meaning of Article L. 233-3 of the French Commercial Code. It also granted the exemption requested by Louis Hachette Groupe.
Following an appeal for annulment lodged by the CIAM fund, the Paris Court of Appeal, in a ruling dated 22 April 2025, overturned the AMF's decision regarding the non-application of Article 236-6 of the AMF's General Regulations. It considered that Vivendi SE was de facto controlled by Mr Vincent Bolloré (who controls the Bolloré group), ruling that he effectively determined the decisions of Vivendi SE's general meetings within the meaning of Article L. 233-3, I, 3° of the Commercial Code. In the same ruling, the Paris Court of Appeal referred the matter to the AMF to decide whether Mr Vincent Bolloré should or should have made a public withdrawal offer for the shares of Vivendi SE.
Bolloré SE and Vivendi SE appealed against this ruling to the Court of Cassation. It is in the context of this procedure that the Court of Cassation has just handed down its ruling.
2. In accordance with the Court of Appeal's ruling of 22 April 2025, the AMF issued a second decision on 18 July 2025.
Drawing conclusions from the ruling of 22 April 2025, the AMF considered, in a decision published on 18 July 2025, that Bolloré SE and Mr Vincent Bolloré should file a public withdrawal offer for the equity securities of Vivendi SE.
Furthermore, the AMF considered that, since the Court of Appeal had ruled that Bolloré SE controlled Vivendi SE, the shares held by Vivendi SE should be treated as equivalent to those held by Bolloré SE. Bolloré SE thus held more than 30% of Vivendi SE's capital, which constitutes a triggering event for a mandatory public offer. The AMF therefore considered that Bolloré SE and Mr Vincent Bolloré were required to file a draft public offer for the shares of Vivendi SE, within its existing scope on the date of the AMF's new decision.
The AMF also considered that filing a draft public withdrawal offer for Vivendi's equity securities, under conditions such that it could be declared compliant, would also satisfy the requirement to file a mandatory public offer.
The AMF finally indicated that the public withdrawal offer must be filed within six months, i.e. by 18 January 2026 at the latest, specifying that the closing date of the public withdrawal offer would, in any event, only occur after the publication of the Court of Cassation's ruling on its decision of 13 November 2024.
This second decision by the AMF has also been the subject of appeals for annulment, on which the Paris Court of Appeal has not yet ruled.
3. Consequences of the ruling handed down by the Court of Cassation
The Court of Cassation overturned the ruling of 22 April 2025 and referred the case back to the Paris Court of Appeal. With a different composition, the latter will have to rule in light of the Court of Cassation's decision. The Paris Court of Appeal will have to rule again on whether Mr Vincent Bolloré exercises control over Vivendi SE within the meaning of Article L.233-3 of the French Commercial Code.
The AMF Board will meet in the coming days to consider the implications of the referral to the Court of Appeal regarding its decision of 18 July 2025.
The AMF will not be able to rule again on the obligation to make a public withdrawal offer until the Court of Appeal has handed down its decision on the existence of de facto control.