Background
Vivendi SE announced plans to separate parts of its business into Canal+, Havas NV, and Louis Hachette Group. On November 13, 2024, the French Financial Markets Authority determined that Vivendi was not controlled within the meaning of Article L. 233-3 of the Commercial Code and therefore concluded that the rules requiring a public buyout offer did not apply to the proposed demerger.
Ciam Fund SA, which held 0.024% of Vivendi’s capital, sought emergency relief postponing the mixed general meeting scheduled for December 9, 2024. The emergency judge declined to grant relief on December 5, 2024. While Ciam’s appeal was pending, the meeting took place and the demerger was approved and implemented, making the requested postponement moot. The Paris Court of Appeal nevertheless reversed, relying on April and July 2025 decisions that concluded the demerger should have been subject to a public buyout offer and finding that a serious dispute and imminent harm had justified interim relief.
The Court’s Holding
The Court of Cassation held that when an application for interim relief has become moot by the time of appeal, the appellate court must determine whether the application was justified based on the circumstances existing when the first-instance judge ruled. That requirement follows from Articles 561, 872, and 873 of the Code of Civil Procedure.
The Paris Court of Appeal improperly relied on decisions issued in April and July 2025—months after the emergency judge’s December 2024 ruling—to assess whether Ciam’s request had been justified at that earlier date. The Court of Cassation therefore vacated the appellate judgment in full and remanded the case to a differently constituted panel of the Paris Court of Appeal. It did not decide Vivendi’s second ground of appeal or resolve whether Ciam was entitled to interim relief on the evidence available in December 2024.
Key Takeaways
- An appeal from a ruling denying interim relief does not escape review merely because the requested measure has since become moot.
- The justification for interim relief must be assessed using the circumstances existing when the first-instance judge ruled, not evidence or decisions arising afterward.
- The ruling addresses the proper time frame for appellate review; it does not decide the merits of the demerger or whether a public buyout offer was required.
Why It Matters
The decision draws a firm temporal boundary around appellate review of emergency proceedings. Later developments may confirm that feared harm ultimately occurred, but they cannot retroactively establish that interim relief was warranted when the first judge considered the application.
For corporate and securities disputes moving on compressed timelines, parties must build the record supporting or opposing emergency relief before the first-instance ruling. Subsequent regulatory or judicial decisions cannot substitute for the evidence available at that time.