The Court of Appeal of Aix-en-Provence invigorates the decision of the Marseille Commercial Court which had suspended the right of veto of the minority shareholder.
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Xavier Niel had lost a first round in the Marseille Court of Commerce on 11 January 2022. The Court of Appeal of Aix-en-Provence (Bouches-du-Rhône) allows him, less than four months more Late, to score an important point in a poorly engaged part in front of the SAADÉ Rodolphe shipowner, the boss of the CMA-CGM, for the redemption of the Provence newspaper.
In his judgment made Thursday, April 7, and that Le Monde could consult, the Court of Appeal defers the decision of the Marseille Tribunal. The latter believed that the right of accreditation negotiated by the founder of Free (individual shareholder of the world), with the former owner of the Marseille Bernard Tapie daily, had to be suspended. According to the judge, this provision constituted a “obviously unlawful disorder” in the good realization of the judicial liquidation of the Tapie Group (GBT) decided by the Bobigny Court on April 30, 2020.
“hypothetical disorder”
This law enforcement requires that the Board of Directors of Provence – where the future development, a subsidiary of the holding of Xavier Niel NJJ, holds two out of five seats – valid unanimously any shareholder entry into the capital. The first decision gave the two colicidators, Xavier Brouard and Marc Sénéchal, who saw in this clause a conflict of interest hindering the sale at the best price of GBT assets. The Court of Appeal, it considers that the approval clause contained in the Statutes of Provence complies with Article 4 of the Law of the August 1986 on the legal regime of the press and can not be judged in itself manifestly unlawfully “.
“The existence in the statutes of a society of a condition of unanimity of the vote of the Board of Directors is contrary to no legal provision,” she also believes. If the judges recognize that this specific accreditation clause necessarily constitutes an obstacle to the transfer of shares of the enterprise, nothing justifies, according to them, to “consider this clause as manifestly unlawfully illicit.”. Faced with what it qualifies as a “hypothetical disorder”, the Court of Appeal considers that a suspension of the law of approval “before any deliberation of the members of the board of directors would have the effect of violating the right to vote of All administrators “.
The decision of the Court of Appeal gives Xavier NIEL saddle and should not be contested in cassation by the liquidators. But it does not give the minority shareholder of Provence a decisive advantage in the fight of billionaires which opposes it to Rodolphe Saadé. The Marseille boss keeps his financial asset for him. He filed an offer of 81 million euros to acquire the 89% of shares held by GBT. An offer very much greater than the 20 million euros proposed by NJJ, which already holds 11% of the shares of the company.
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