Corporate groups: Court of Cassation clarifies de facto control
The question may seem technical, but it has concrete implications: from when can a person be considered to control a company? The answer determines the application of many legal rules, notably in accounting consolidation, governance or capital operations.
Two Court of Cassation rulings of 28 November 2025 clarify the criteria for de facto control. And the answer is stricter than you might think.
The Bolloré-Vivendi case: context
This long-running dispute pits Vivendi and Bolloré. A Vivendi minority fund challenged a split into four separate entities. Its argument: Bolloré, although holding only29.9%of Vivendi's share capital, in reality exercised de facto control over it.
The question was whether a minority stake could be enough to characterise control, given other factors such as the director's personal influence.
What the law says about control
The Commercial Code defines several situations in which a person (natural or legal) is deemed to control a company:
- Where they hold amajority of voting rightsat meetings
- Where theyin fact determine, through the voting rights they hold, decisions at general meetings
It was this second scenario, "de facto control", that was at the heart of the debate.
The Court of Appeal's position: a broad view
At first instance, the appeal judges found de facto control exercised by Mr Bolloré over Vivendi. They relied on abody of indiciaincluding:
- The main shareholder's renown
- His personal influence
- His role and status as director
- His authority over strategic decisions
This broad approach to de facto control worried practitioners: it could have led to control being found in many situations where an influential minority shareholder steers a company's direction.
Court of Cassation reins in: only voting rights count
The Court of Cassation quashed the appeal decision. Its position is clear and restrictive:
De facto control is expressed only throughvoting rights exercised at general meeting.
In other words, no "extra-statutory" element may be used to characterise this control:
- The director's personal influence? Not relevant
- His standing in the business world? Not relevant
- The authority he exercises day to day? Not relevant
Only the effective ability to have resolutions adopted at general meeting through voting rights held counts.
Why this decision matters
For corporate groups
This strict interpretation secures situations where a minority shareholder, however influential, does not hold a majority of voting rights. They will not be considered as controlling the company in the legal sense.
For capital operations
Obligations linked to control (threshold crossing disclosures, mandatory takeover bids, etc.) are now assessed on an objective criterion: voting rights, and voting rights alone.
For minorities
Conversely, this decision may limit protection for minority shareholders facing a dominant shareholder who, although a minority in voting rights, exercises decisive influence by other means.
Key takeaways
- De facto control of a company is assessed only by reference tovoting rights at general meeting
- A shareholder's personal influence, renown or authority is not enough to characterise control
- A 29.9% stake does not constitute de facto control if it does not allow decisions to be adopted at general meeting
- This strict interpretation legally secures situations of influential minority shareholding
This case law clarification is welcome for all those structuring group operations or capital arrangements. It sets clear, objective rules, even if it may sometimes seem disconnected from the reality of effective power in certain companies.