APC 2011 Annual Report Download - page 41

392011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
DESCRIPTION OFTHEGROUP, ANDITSSTRATEGY, MARKETS ANDBUSINESSES
1
RISK FACTORS
Legal risks
Disputes, claims, litigation and other risks
Following public offers launched in 1993 by SPEP (the Group
holding company at the time) for its Belgian subsidiaries Cofi bel and
Cofi mines, Belgium initiated proceedings against former Schneider
Electric executives in connection with the former Empain-Schneider
Group’s management of its Belgian subsidiaries, notably the
Tramico sub-group. At the end of March2006, the Brussels criminal
court ruled that some of the defendants were responsible for certain
of the alleged offenses and that certain of the plaintiffs’ claims were
admissible. The plaintiffs claim losses of EUR5.3million stemming
from management that reduced the value of or undervalued assets
presented in the prospectus, as well as losses of EUR4.9million
concerning transactions carried out by PB Finance, a company in
which Cofi bel and Cofi mines had a minority interest. In its ruling,
the court also appointed an expert to assess the loss suffered by
those plaintiffs whose claims were ruled admissible. The expert’s
report was submitted in 2008. The defendants and the companies
held civilly liable contest the amounts provided by the legal expert
in their entirety on the basis of such reports drawn up by Deloitte.
Schneider Electric and its Belgian subsidiaries Cofi bel and Cofi mines
were held civilly liable for the actions of their senior executives who
were found liable. Schneider Electric is paying the legal expenses
not covered by insurance of the former executives involved. Aftera
settlement agreement was signed with a group of plaintiffs, the case
is pending before the Brussels Appeals Court, as there has been
an appeal against parts of the March2006 ruling or a ruling given
in 2011 by the Court of First Instance on the admissibility of the
plaintiffs’ claims.
In addition, the new owners of the Tramico sub-group, to which
a Cofi mines subsidiary had advanced funds during the sub-
group’s liquidation, refused to pay back the funds and asked for
the cancellation of disposal agreements and agreements granting
advances for wilful misrepresentation, also claiming compensation
for having been implicated in the Belgian legal proceedings.
The parties took the matter to a court of arbitration but at the
end of June2011 the court gave a ruling that refused to grant the
application. Relations between the parties then improved and they
signed a settlement agreement putting an end to their dispute.
Based on this agreement, the new owners are paid a settlement
representing the main part of the advances on the principle amount
and have given up the guarantees that were awarded to them.
In connection with the divestment of Spie Batignolles, Schneider
Electric booked provisions to cover the risks associated with certain
major contracts and projects. Most of the risks were closed during
1997. Provisions were booked for the remaining risks, based on
management’s best estimate of the expected fi nancial impact.
Nevertheless, certain new fi les implicating the Group for Spie
Batignolles’ past activities could still arise and result in costs.
Schneider Electric, in addition to other sector companies, has
been involved in legal proceedings initiated by the European
Commission with regard to an alleged agreement concerning gas
insulated switchgears (GIS), and this was because of two former
subsidiaries operating in the high voltage segment that were sold in
2001. Schneider Electric did not appeal the decision made by the
Commission with regard to this matter on January24, 2007 and was
fi ned EUR8.1million of which it claimed two-thirds reimbursement
from its two former subsidiaries.
In the same context, EDF Energy UK launched a claim for damages
of GBP15million at the High Court in London on May21, 2010.
This claim is currently being investigated.
The Group’s products are subject to varying
national and international standards and
regulations
The Group’s products, which are sold in national markets
worldwide, are subject to regulations in each of those markets,
as well as to various supranational regulations. Those regulations
include trade restrictions, tariffs, tax regimes and product safety
standards. Changes to any of these regulations or standards or
their applicability to the Group’s business could lead to lower sales
or increased operating costs, which would result in lower profi tability
and earnings.
The Group’s products are also subject to multiple quality and safety
controls and regulations, and are governed by both national and
supranational standards, though the majority of products comply
with world-recognised International Electrotechnical Commission
(IEC) standards. Costs of compliance with new or more stringent
standards and regulations could affect its business if the Group is
required to make capital expenditures or implement other measures.
The development and success of the Group’s
products depends on its ability to protect its
intellectual property rights
The Group’s future success depends to a signifi cant extent on the
development and maintenance of its intellectual property rights.
Third parties may infringe the Group’s intellectual property rights,
and the Group may expend signifi cant resources monitoring,
protecting and enforcing its rights. If the Group fails to protect or
enforce its intellectual property rights, its competitive position could
suffer, which could have an adverse effect on its business.
To mitigate this risk, the patents developed or purchased by the
Group are tracked by the Industrial Property team within the Finance
& Control – Legal Affairs Department. All intellectual property
queries are centralised and managed by this team for the whole
Group and in coordination with the other Finance & Control Legal
Affairs departments it ensures the Group’s interests are defended
throughout the world. The same approach and organisation applies
for the Group’s brand portfolio,