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Vivendi Universal, S.A. : American Depository Receipts (ADRs) Summary: A press release dated August 18, 2008 stated that two former executives of Vivendi Universal SA have asked a federal court to grant partial summary judgment in the long-standing securities fraud class action alleging that they and their former employer made false and misleading statements that caused Vivendi securities to trade at artificially inflated prices. In separate motions filed Aug. 15 in the U.S. District Court for the Southern District of New York, the individual defendants seeked dismissal from securities fraud claims based on false or misleading statements that they argue they never made.
According to a press release dated March 25, 2007, a federal judge in New York has ruled that French, British and Dutch citizens who bought Vivendi shares before the French media-to-telecom group neared bankruptcy in 2002 are allowed to join a U.S. class action against the company that was initiated by Vivendi shareholders. "The United States District Court in New York which is hearing the class action initiated against Vivendi in July 2002, has decided that the persons from the United States, France, England and the Netherlands who purchased or acquired shares or ADS of Vivendi _ previously Vivendi Universal _ between Oct. 30, 2000, and Aug. 14, 2002, could be included in the class," Vivendi said in a statement Sunday. Vivendi will review the appropriate measures to ensure its best defense, the company said. The company is entitled to appeal the ruling.
In an article dated November 29, 2006, the Court made a decision on November 11, 2006, in the case In re Vivendi Universal S.A. Securities Litigation. In their securities fraud class action, plaintiffs sought to compel non-party Lazard Group LLC -- a New York-based Delaware company -- to produce documents, located in France, under an October 2005 subpoena duces tecum. Lazard claimed that in deference to France's 'Blocking' statute plaintiffs must seek documents in its possession or control in France under Chapter 11 of the Hague Convention on the Taking of Evidence Abroad in Civil and Commercial Matters. The court granted plaintiffs' motion and denied Lazard protective relief. Applying the factors outlined in First American Corp. v. Price Waterhouse LLP it found no reason to depart from the Federal Rules of Civil Procedure, noting that a majority of courts have held that France has little interest in enforcing its Blocking statute. Citing Bodner v. Paribas and Compagnie Francaise d'Assurance Pour le Commerce Exterieur v. Phillips Petroleum Co., the court observed that, despite threats by French agencies, the statute does not subject Lazard to a realistic risk of prosecution.
According to the Company’s Form 20-F for the fiscal year ended December 31, 2005, the proceedings are currently in the discovery stage in which the plaintiffs have to prove violation that caused a loss to the shareholders. The judge extended this stage until November 30th, 2006. In parallel with these proceedings, the procedure for certification of the potential claimants as a class with standing to act on behalf of all shareholders (“class certification”) is ongoing. The judgment on the class certification is expected in the course of 2006.
As previously disclosed by the Company’s Form 20-F for the fiscal year ended December 31, 2003, sixteen separate putative class action suits were filed against Vivendi Universal, Jean-Marie Messier and (in nine cases) Guillaume Hannezo in the United States District Court for the Southern District of New York and in the United States District Court for the Central District of California. In September 2002, the fourteen New York cases were consolidated into In re Vivendi Universal Securities Litigation (Master File No. 02 CV 5571), and co-lead plaintiffs and co-lead counsel were appointed by the Court. In November 2002, the two California cases were transferred to New York and consolidated with the New York litigation. On January 7, 2003, the co-lead plaintiffs filed a consolidated class action complaint, alleging violations of the Securities Act of 1933 (the Securities Act) and the Securities Exchange Act of 1934 (the Exchange Act). On November 6, 2003, the Court issued an Opinion and Order granting defendants’ motions to dismiss with respect to plaintiffs’ claims under Sections 11 and 12(a)(2) of the Securities Act (on behalf of purchasers who acquired Vivendi Universal ADSs pursuant to a registration statement on Form F-6 not alleged to be misleading by plaintiffs) and Section 14(a) of the Exchange Act, but otherwise denying defendants’ motions to dismiss. As part of its Opinion and Order, the Court gave plaintiffs leave to replead their claim against Vivendi Universal under Section 14(a) of the Exchange Act. In November 2003, both plaintiffs and defendants filed motions seeking reconsideration of certain aspects of the Court’s Opinion and Order. A decision on those motions remains pending. On November 24, 2003, plaintiffs served Vivendi Universal with their First Amended Consolidated Class Action Complaint, containing their repleaded claim under Section 14(a) of the Exchange Act. On April 1, 2004, the Court granted Vivendi Universal’s motion to dismiss plaintiffs’ Section 14(a) claim and denied plaintiffs leave to replead. On November 26, 2003, plaintiffs served defendants with their First Request for the Production of Documents. On January 29, 2004, the Court issued a decision denying in part, and granting in part, plaintiffs’ motion to compel production. On January 16, 2004, plaintiffs served defendants with their Second Request for the Production of Documents. That request is extremely broad in scope. Following the Court’s April 1, 2004, decision on Vivendi Universal’s motion to dismiss plaintiffs’ Section 14(a) claim, pretrial discovery (including document production) has now commenced in the securities class action litigation.
The original complaint alleges that defendants violated the federal securities laws by issuing materially false and misleading statements throughout the Class Period that had the effect of artificially inflating the market price of the Company's securities. Specifically, prior to and during the Class Period, Mr. Messier took Vivendi on an acquisition binge that, according to published reports, resulted in the Company amassing approximately $ 18 billion in debt as he turned the Company from a water concern into an entertainment powerhouse. Under Mr. Messier's leadership, Vivendi completed a $ 30 billion buyout of Canada's Seagram and a $ 10.3 billion purchase of USA Networks Inc., the cable and entertainment company owned by Hollywood mogul Barry Diller. Concomitantly, Mr. Messier orchestrated a scheme to conceal the severity of Vivendi's liquidity problems stemming from the massive debt load incurred as a result of these, and other, transactions. In fact, only days before his ouster by Vivendi's Board, Mr. Messier caused the Company to issue several press releases that falsely stated that Vivendi did not face an immediate and severe cash shortage that threatened the Company's viability going forward absent an asset fire sale. It was only after Vivendi's Board dislodged Mr. Messier that the Company's new management disclosed the severity of the crisis and that the Company would have to secure immediately both bridge and long-term financing or default on its largest credit obligations. As detailed in the Complaint, Mr. Messier failed to disclose the true contours of Vivendi's cash crisis and his affirmative misrepresentations to the contrary have given rise to an investigation by French authorities concerning whether Mr. Messier disclosed in a timely fashion that the Company was in dire financial straits. Published reports also indicate that Vivendi is engaged in urgent discussions with lenders to secure financing and is both considering and negotiating the sale of assets.
Several actions were also filed in the U.S. District Court for the Central District of California. In November 2002, the actions were transferred to the Southern District of New York.
INDUSTRY CLASSIFICATION:
SIC Code: 4941
Sector: Conglomerates
Industry: Conglomerates
| COMPANY/ISSUER NAME: | Vivendi Universal, S.A. |
| COMPANY/ISSUER TICKER: | V |
| COMPANY WEBSITE: | http://www.finance.vivendiuniversal.com |
| FIRST IDENTIFIED COMPLAINT IN THE DATABASE | |||||||||||||||||
| Rosenbaum Partners, et al. v. Vivendi Universal, S.A., et al. | |||||||||||||||||
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| DOCUMENTS FOR THE FIRST IDENTIFIED COMPLAINT | |||
| Class Action Complaint | |||
| Type: Complaint | Date on the document: 07/18/2002 | ||
| Amended Consolidated Complaint | |||
| Type: Complaint | Date on the document: 08/16/2002 | ||
| REFERENCE COMPLAINT | |||||||||||||||||
| In Re: Vivendi Universal, S.A. Securities Litigation | |||||||||||||||||
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| DOCUMENTS FOR THE REFERENCE COMPLAINT | |||
| Consolidated Class Action Complaint | |||
| Type: Complaint | Date on the document: 01/07/2003 | ||
| US District Court Civil Docket | |||
| Type: Docket | Date on the document: 8/15/2008 | ||
| OTHER DOCUMENTS | |||
| Complaint For Violation Of The Securities Exchange Act Of 1934 | |||
| Case Name and/or Number: Turberg | |||
| Type: Complaint | Date on the document: 07/19/2002 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Dodi, et al. v. Vivendi Universal, S.A., et al. | |||
| Type: Complaint | Date on the document: 08/12/2002 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Turberg, et al. v. Vivendi Universal, S.A., et al. | |||
| Type: Docket | Date on the document: 08/11/2003 | ||
| U.S. District Court Civil Docket | |||
| Case Name and/or Number: Turberg, et al. v. Vivendi Universal, S.A., et al. | |||
| Type: Docket | Date on the document: 07/27/2005 | ||
| Complaint - Jury Trial Demanded | |||
| Case Name and/or Number: Forsta AP-fonden, et al. v. Vivendi Universal, S.A., et al. | |||
| Type: Complaint | Date on the document: 12/27/2007 | ||
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