Cleary Gottlieb represented Vivendi in two fully reasoned judgments published on April 19, 2021, in which the Court of Milan ruled on the multibillion-dollar claims for damages brought by Mediaset, RTI, and Fininvest against Vivendi in relation to the failed acquisition of Mediaset Premium in mid-2016 and Vivendi’s subsequent purchase of a 28.8% stake in Mediaset (the so-called “hostile takeover”).
By rejecting in full Mediaset’s and Fininvest’s claims of an alleged anti-competitive plan by Vivendi, the latter obtained the rejection of claims for damages totaling more than €6 billion.
In particular, in the case brought in relation to the alleged “hostile takeover” and unfair competition, the court rejected in full the claims for damages—amounting to more than €3 billion—brought by Mediaset. The court also rejected in full and declared procedurally inadmissible the claims for damages brought by Fininvest, amounting to around €2.5 billion, relating to the alleged breach of a shareholders’ agreement that allegedly prevented Vivendi from purchasing Mediaset’s shares in December 2016.
In the case brought in relation to Vivendi’s alleged breach of the share exchange agreement of April 8, 2016, the court rejected Mediaset’s claims for damages almost in their entirety, ordering Vivendi to pay it only €1.7 million as reimbursement for certain costs incurred. Among other things, the court rejected Mediaset’s claims for compensation for loss of earnings, amounting to over €700 million, having established that during the course of the proceedings “the evidence clearly demonstrated that the business plan submitted to Vivendi during the course of the negotiations was not reliable and that the financial situation of Mediaset Premium was that of a company in decline.”
The court also ordered the plaintiffs to pay most of the costs of the proceedings.