Covéa fined €20m by Paris court in civil suit with Scor

Covéa and its CEO and chairman Thierry Derez have been fined €20.1m (£17.9m) by a Paris court for a breach of legal and fiduciary duties and obligations on the part of Derez in his role as a director of Scor.

Derez, who was a board member at Scor between April 2013 and November 2018, was accused of disclosing confidential Scor information and documents to Covéa and its advisors with the aim of orchestrating a takeover of the reinsurer in 2018.

Covéa was and remains Scor’s main shareholder, holding an 8.5% stake in the reinsurer.

It was ruled on Tuesday that Derez “committed a breach of contract for which he is civilly liable, by violating the commitments he made to Scor SE as a director of the company in his personal capacity relating to conflicts of interest, confidentiality and loyalty.”

He was personally fined €479,376 plus interest, while he and Covéa were ordered in solidum to pay a further €19.6m in damages to Scor, which welcomed the judgment.

The court ruled that Covéa SGAM – the group’s ultimate holding company – and Covéá Coopérations – a French-registered reinsurer that owns the group’s operational companies – “were complicit third parties in Mr Derez’s misconduct as a Scor director.”

It was also ruled that public communication of the attempted takeover bid in two September 2018 press releases was wrongful and “constitutes a tortious fault as a complicit third party, for which it [Covéa] is civilly liable.”

Appeal

Covéa and Derez will appeal the court’s rulings. The insurer said in a statement: “This ruling contains serious and multiple errors of appreciation, both in fact and in law.

“In addition, it disregards an essential truth: it is for the corporate interest of both Scor and its shareholders that Covéa expressed the wish to submit a proposal for a combination between the two companies. Such project would have notably guaranteed the financial soundness of Scor and would have promoted its development.

“Thierry Derez and Covéa strongly contest having been disloyal and having been in a conflict of interest.

“If this ruling sets a precedent, it would significantly limit the directors’ rights in exercising their mission to defend, freely, the corporate interest of a company and its shareholders.

“It is now up to the Court of Appeal, before which an appeal is brought, to restore the truth, to state the law and decide whether it is allowed for any director to give themselves the means to submit to a board of directors a project that would not be approved by the chairman of the board.”

Other proceedings

Tuesday’s ruling was the outcome of civil proceedings brought by Scor against Derez and Covéa, which represent only one part of the reinsurer’s legal actions stemming from the 2018 takeover attempt.

Criminal proceedings against Derez and Covéa, concerning breach of trust and concealment of breach of trust, are also underway and are due to be heard by the Paris Criminal Court on 5 and 6 July 2021.

Scor is also bringing civil proceedings against Barclays, Covéa’s financial advisor and financing bank, for serious breach of Scor’s confidence and trade secrets in a case that will heard by the High Court in London in June 2021.

The legal actions initiated by Scor have also fanned the flames of feud between its CEO and chairman Dennis Kessler and activist investment fund CIAM.

In February 2019, CIAM CEO Catherine Berjal accused Scor of wiping €900m off Scor’s market capitalisation through its legal proceedings and failing in its duty to its shareholders.

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• Topics
• Barclays
• Covea Insurance
• France
• Legal
• Mergers & acquisitions (M&A)
• Scor
• Reinsurance
• Insurer