Sorgem Evaluation acted as a financial expert for Bank B (hereinafter ‘the Bank’), the defendant in a dispute with a minority shareholder, which resulted in a judgement by the Paris Commercial Court on 23 September 2022.
The claimant contested the Bank’s distribution of a special dividend and considered that this constituted not only a breach of duty of care but also a breach of the articles of association. He also considered that the Bank’s acquisition from its parent company of its stake in Bank C constituted both a breach of the articles of association – as it involved a regulated transaction – and a breach of the duty of care.
The report by Sorgem Evaluation helped to establish that the distribution of dividends can only constitute a loss to the company distributing them if it is established that such a distribution could have adversely affected the Bank’s financial position and caused it to miss out on the opportunity to make better investments.
The judgement notes that the Sorgem Evaluation report established the absence of harm by criticising the report produced by thethe claimant’s private expert, emphasising that the undistributed surplus funds should have been deposited with the central bank at negative interest rates and that, as a result, the distribution could not have caused any harm.
Ultimately, the judgement dismisses all of the claimant’s claims, including that concerning the acquisition of the stake in Bank C, on the grounds of lack of evidence, given in particular that it has not been established that the value of the acquired company would be lower than the Bank’s cost price for the securities.
Bank B – Paris Commercial Court judgement – 23 September 2022 – Case No. RG J202 1000542
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