U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No.18352 / September 16, 2003
SEC FILES SARBANES-OXLEY ACT APPLICATION FOR TEMPORARY ORDER COMPELLING VIVENDI UNIVERSAL, S.A. TO ESCROW EXTRAORDINARY PAYMENTS TO ITS FORMER CEO JEAN-MARIE MESSIER
Securities and Exchange Commission v. Vivendi Universal, S.A, Case No. M-11-03 (S.D.N.Y.) (filed September 16, 2003).
The Securities and Exchange Commission (SEC) announced that on September 16, 2003 it filed an application pursuant to Section 1103 of the Sarbanes-Oxley Act of 2002 in the United States District Court, Southern District of New York, naming Vivendi Universal, S.A. (Vivendi) as the Respondent. The application seeks an order compelling Vivendi to place in escrow, in an account subject to Court supervision, any extraordinary payments that Vivendi may make to its former CEO, Jean-Marie Messier (Messier), including payment Messier claims he is owed as part of his termination agreement with Vivendi.
Section 1103 of the Sarbanes-Oxley Act authorizes the Commission to seek such a temporary order during an investigation into possible securities laws violations by a public company, or an officer, director, or other affiliate of a public company. Pursuant to the temporary order, the public company must escrow "extraordinary payments" that the public company likely may make to an officer, director, or affiliate.
The Commission's staff has been investigating possible violations of the federal securities laws by Vivendi and its directors, officers, partners, controlling persons, agents, or employees pursuant to a formal order of private investigation issued by the Commission on November 14, 2002.
On September 11, 2003 a New York court affirmed an arbitration panel decision ordering Vivendi to pay Messier €20,555,342 (or approximately $23 million) pursuant to a termination agreement with Vivendi. The SEC's application requests that the United States District Court order Vivendi to place in escrow, subject to court supervision, the money that Messier is claiming.