In re Vivendi Universal, S.A., Securities Litigation
842 F. Supp. 2d 522
S.D.N.Y.2012Background
- Class certified March 22, 2007 covering Vivendi ordinary shares and ADS across multiple countries.
- Individual Plaintiffs filed amended complaints superseding earlier pleadings; class action proceeded to trial in 2009–2010.
- Supreme Court Morrison v. National Australia Bank Ltd. held §10(b) does not reach extraterritorial transactions outside US lists.
- Court dismissed ordinary-share Exchange Act claims as aligned with Morrison in Vivendi II (Feb. 2011).
- Defendants moved for partial judgment on the pleadings under Rule 12(c), seeking dismissal of Ordinary Share Claims under both Exchange Act and Securities Act.
- ADS claims (traded on NYSE) remain in play; Morrison analysis does not apply to those domestic transactions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Do Morrison v. NAB apply to bar Exchange Act claims here? | Individual Plaintiffs rely on Morrison to preserve domestic reach. | Morrison requires dismissal of foreign-transaction claims. | Yes; Exchange Act Ordinary Share Claims dismissed. |
| Do Morrison principles extend to Securities Act claims for foreign-transaction purchases? | Arguments rely on parallelism with Exchange Act claims. | Securities Act claims barred by Morrison's extraterritoriality rationale. | Yes; Securities Act Ordinary Share Claims dismissed. |
Key Cases Cited
- Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (U.S. 2010) (section 10(b) not extraterritorial; limits to domestic transactions)
- In re Royal Bank of Scotland Group PLC Sec. Litig., 765 F. Supp. 2d 327 (S.D.N.Y. 2011) (applies Morrison to Securities Act context in this district)
- SEC v. Goldman Sachs & Co., 790 F. Supp. 2d 147 (S.D.N.Y. 2011) (extends Morrison analysis to Securities Act claims)
- ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87 (2d Cir. 2007) (elements of §10(b)/Rule 10b-5 claims)
- In re Morgan Stanley Info. Fund Sec. Litig., 592 F.3d 347 (2d Cir. 2010) (parallel elements for Securities Act claims; control-liability context)
- Fait v. Regions Fin. Corp., 655 F.3d 105 (2d Cir. 2011) (parallel elements for Sections 11 and 12(a)(2) claims)