Justice rules in favor of TotalEnergies on its…

A refusal deemed “legitimate” by the Court which considers in particular that “it is not up to the general meeting to grant itself powers that the law reserves only for the board of directors in matters of organization of general management “.

A decision that could set a precedent

“This is bad news because the Court gives the impression of ruling on the merits in favor of TotalEnergies when it could have simply said that it was not competent because the question raised was not obvious”, reacts Sophie Vermeille, lawyer at the Vermeille & Co firm in charge of the file for the applicants.

This decision could indeed set a precedent. The applicants in fact highlighted the consultative dimension of the resolution while TotalEnergies considered that the provisions of the commercial code did not expressly provide for the possibility of filing this type of resolution. In its decision, the Court considers that “even if it has a consultative, non-binding nature for the board of directors, the examination and vote by the shareholders’ meeting of this draft resolution obviously encroaches on the prerogatives of the council.

“The only positive point of this decision is that it recognizes the possibility of being able to take legal action even when the plaintiffs hold less than the 0.5% of the capital necessary to file a resolution,” consoles Sophie Vermeille. The “end of refusal” requested by TotalEnergies on this point was in fact refused by the Court.

A lively general meeting

Contacted by L’Agefi, the oil company indicated that it had taken “note of the judgment (…) which rejects the request of certain shareholders, united in a coalition representing approximately 0.10% of the capital, in accordance with the arguments raised by TotalEnergies”.

“By rejecting the request of this very minority coalition, the court allows TotalEnergies to hold its general meeting normally,” added the group.

As part of its decision, the Nanterre Commercial Court ordered the plaintiffs, excluding Sycomore AM which withdrew from the procedure, to pay 15,000 euros to TotalEnergies as reimbursement of costs incurred, assuming that the oil company requests actually payment of this amount.

In the meantime, the group is avoiding a subject of debate during its general meeting, which promises to be once again lively after the comments of Patrick Pouyanné on a possible move of the main listing of TotalEnergies to New York.

-Johann Corric, L’Agefi ed: ACD

Agefi-Dow Jones The financial newswire

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