The Vivendi saga: without "effective" control, there is no mandatory buyout offer.

At the end of 2023, the publicly traded company Vivendi announced the split of its operations into several separate entities.

The operation is being driven by its principal shareholder, Vincent Bolloré, who holds less than 50% of the capital.

A minority shareholder raised concerns, arguing that the split would radically transform the company. They requested that the Financial Markets Authority (AMF) compel Mr. Bolloré to launch a mandatory buyout offer—meaning he would be required to purchase the shares of minority investors at a fair price before dismantling the company (Art. L. 433-4 of the Monetary and Financial Code and Art. 236-6 of the AMF General Regulation).

The condition: Mr. Bolloré must "control" Vivendi within the meaning of Article L. 233-3 of the Commercial Code. Without control, there is no mandatory buyout offer.

The AMF refused. The Court of Appeal overturned this decision, adopting a "pragmatic" approach to de facto control based on a combination of circumstances, such as strategic influence, reputation, and the dispersion of capital (Paris Court of Appeal, April 22, 2025, No. 24/19036).

Following Mr. Bolloré's appeal, the ruling was overturned, and the Supreme Court established a strict rule: de facto control is defined solely by voting rights. In practical terms, a person has de facto control of a company if, over a significant period, they hold the majority of voting rights exercised or cast at general meetings—regardless of their reputation, influence, or the dispersion of share ownership (Commercial Chamber of the Court of Cassation, November 28, 2025, Nos. 25-14.467 and 25-14.362).

Back before the Paris Court of Appeal, the court applied this rule: it concluded that Mr. Bolloré (and his holding companies) never held an absolute majority of the voting rights exercised or cast at general meetings. Holding ~29% of the capital and ~40% of the votes cast is insufficient.

No control, no buyout offer. Minority shareholders remain unprotected in the face of the split.

An appeal has been filed. The saga continues.