The Autorité des Marchés Financiers takes note of the Cour de Cassation ruling in the Vivendi SE case
On 28 November 2025, the Cour de Cassation overturned the Paris Court of Appeal’s ruling dated 22 April 2025 which held that Vivendi SE was de facto controlled by Vincent Bolloré, and referred the case back to the Paris Court of Appeal differently composed.
The Autorité des Marchés Financiers (AMF) ruled on 13 November 2024 and 18 July 2025 on the consequences under takeover law of Vivendi SE Group’s splitting into four separate entities.
1. The AMF decision dated 13 November 2024
The AMF ruled on the application for exemption from the obligation to file a draft takeover bid on the equity securities of Lagardère SA submitted by Louis Hachette Groupe. As such application for exemption was part of the project to split Vivendi SE into four separate entities, the AMF first examined whether Article 236-6 of the AMF’s General Regulation was likely to apply to Bolloré SE in the context of this project.
This article provides that the controlling shareholder (within the meaning of Article L. 233-3 of the French Commercial Code) of a company, planning an operation changing the substance of the company, must first refer the matter to the AMF. The AMF may require this shareholder to file a public withdrawal offer to the benefit of the other shareholders, if the operation is likely to harm their rights and interests.
The AMF considered that Article 236-6 of its General Regulation did not apply, as Bolloré SE did not control Vivendi SE within the meaning of Article L. 233-3 of the French Commercial Code. Furthermore, it granted the exemption requested by Louis Hachette Groupe.
The CIAM fund filed an appeal for annulment before the Paris Court of Appeal, which, in a ruling dated 22 April 2025, annulled the AMF’s decision as to the non-applicability of Article 236-6 of the AMF General Regulation. It held that Vivendi SE was de facto controlled by Vincent Bolloré (who controls the Bolloré Group), finding that he de facto determined the decisions of the general meetings of Vivendi SE within the meaning of Article L. 233-3, I, 3° of the French Commercial Code. In the same ruling, the Paris Court of Appeal referred to the AMF the matter of deciding whether or not Vincent Bolloré should carry out or should have carried out a public withdrawal offer targeting Vivendi SE’s equity securities.
Bolloré SE and Vivendi SE filed an appeal before the Cour de Cassation against this ruling. It is in the context of these proceedings that the Cour de Cassation issued its decision.
2. In accordance with the Court of Appeal’s ruling dated 22 April 2025, the AMF issued a second decision on 18 July 2025
Drawing conclusions from the ruling dated 22 April 2025, the AMF considered, in a decision published on 18 July 2025, that Bolloré SE and Vincent Bolloré should file a public withdrawal offer targeting Vivendi SE’s equity securities.
Furthermore, the AMF considered that, since the Court of Appeal had ruled that Bolloré SE controlled Vivendi SE, the treasury shares held by Vivendi SE should be added to those held by Bolloré SE. Thus, Bolloré SE held more than 30% of the share capital of Vivendi SE, given that crossing such 30% threshold trigger a mandatory bid. The AMF therefore considered that Bolloré SE and Vincent Bolloré were required to file a draft takeover bid for the equity securities of Vivendi SE taken in its existing scope as of the date of the AMF’s new decision.
The AMF also held that the filing of a draft public withdrawal offer for the Vivendi equity securities, satisfying conditions such as it could be cleared, would also satisfy the requirement to file a draft mandatory public bid.
Finally, the AMF indicated that the filing of the public withdrawal offer must take place within six months, i.e. no later than 18 January 2026, it being specified that the closing date of the public withdrawal offer would not, in any event, be prior to the publication of the Cour de Cassation’s ruling on the AMF’s decision dated 13 November 2024.
The AMF’s second decision has also been subject to appeals for annulment, pending before the Paris Court of Appeal.
3. Consequences of the Cour de Cassation ruling
The Cour de Cassation overturned the ruling of 22 April 2025 and referred the case back to the Paris Court of Appeal. Sitting in a different composition, the Court will have to rule in light of the Cour de Cassation’s decision. The Paris Court of Appeal will have to rule once again on whether or not there is control, within the meaning of Article L.233-3 of the French Commercial Code, of Vivendi SE by Vincent Bolloré.
The AMF Board will meet in the coming days to draw the consequences of the referral to the Court of Appeal regarding its decision dated 18 July 2025.
The AMF will not be able to rule again on the obligation to file a public withdrawal offer until the Court of Appeal has handed down its decision on the existence of de facto control.
About the AMF
The AMF is an independent public authority responsible for ensuring that savings invested in financial products are protected and that investors are provided with adequate information. The AMF also supervises the orderly operations of markets. Visit our website: https://www.amf-france.org/en
