Much of Vivendi U.S. shareholder lawsuit dismissed

Wed Feb 1, 2012 1:02pm EST

(Reuters) - Vivendi SA has won the dismissal of much of what remained in a nearly decade-old U.S. lawsuit accusing the French media company of misleading shareholders about its finances in connection with a $46 billion merger.

In a January 27 decision made public on Wednesday, U.S. District Judge Richard Holwell in Manhattan threw out claims by individual shareholders who had bought ordinary Vivendi shares on the Paris Bourse.

The investors contended that Vivendi, former Chief Executive Jean-Marie Messier and former Chief Financial Officer Guillaume Hannezo made materially false or misleading statements about the company's health following Vivendi's three-way merger in 2000 with Seagram Co and Canal Plus.

That merger helped transform Vivendi, a water utility, into Europe's largest telecommunications and entertainment company.

In his decision, Holwell cited a 2010 U.S. Supreme Court opinion, Morrison v. National Australia Bank Ltd, that limited the ability of investors to raise fraud claims over the purchase of foreign securities.

While that case related to the Securities Exchange Act of 1934 governing market activity, Holwell said its "underlying logic" extended to shareholders' claims under the Securities Act of 1933, which regulates the offering and sale of securities.

"Morrison permits Securities Act claims only in connection with the purchase or sale of a security listed on an American stock exchange, and the purchase or sale of any other security in the United States," he wrote.

Holwell last February threw out a majority of other claims in the lawsuit, which was filed in 2002 and originally estimated at $9.3 billion.

Many other judges have also relied on Morrison to reject shareholder litigation tied to non-U.S. securities.

James Sabella, a partner at Grant & Eisenhofer representing plaintiffs in the Vivendi case, declined to comment. James Quinn, a partner at Weil, Gotshal & Manges who represents Vivendi, said the company is pleased with the decision.

In January 2010, a Manhattan federal jury found that Vivendi had made 57 statements from October 2000 to August 2002 that were too rosy or hid liquidity problems. It did not hold Messier or Hannezo liable.

The Vivendi shareholder case still includes a class of investors in the United States, England, France and the Netherlands who bought American depositary shares between October 30, 2000, and August 14, 2002, but only some tens of millions of dollars remain at issue.

Vivendi shares closed on Wednesday in Paris at 16.06 euros.

The case is In re Vivendi Universal SA Securities Litigation, U.S. District Court, Southern District of New York, No. 02-05571.

(Reporting By Jonathan Stempel; Editing by Derek Caney and John Wallace)

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