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Representation of several institutional investors in litigation against TotalEnergies (2024)

Representation of a coalition of 20 institutional investors (over €1.3 billion) against TotalEnergies (2024), after the company refused to add to the agenda a consultative resolution seeking to separate the roles of chairman and CEO.

Background

For several years, we have been advising a group of institutional investors engaged on climate and governance matters in connection with the annual general meetings of TotalEnergies. In 2024, a coalition of 20 investors representing over €1.3 billion in shares submitted a consultative resolution specifically requesting that the board of directors separate the roles of chairman of the board and chief executive officer. The objective of this initiative was to strengthen governance independence, in line with international best practices, without amending the company's bylaws or imposing any binding obligation on the board.

Although all legal requirements for filing the resolution were strictly met, TotalEnergies refused to include it on the meeting agenda, thereby preventing shareholders from expressing their views on a fundamental governance issue.

Experience

We filed an emergency injunction (référé) before the President of the Nanterre Commercial Court to compel the company to include the resolution on the agenda. We argued that since the resolution was purely consultative and did not infringe upon the board's prerogatives, there was no legal basis to reject it.

Unfortunately, despite the absence of any legal provision prohibiting such a consultative resolution, the court found that it infringed upon the exclusive powers of the board of directors and dismissed the request. This decision raises serious concerns about the boundaries of shareholder democracy in listed French companies. Nevertheless, it strengthens our resolve to continue defending shareholders' effective access to corporate governance debates.