1 BIRD, MARELLA, BOXER, WOLPERT, NESSIM,

DROOKS, LINCENBERG & RHOW, P.C.

2 John V. Berlinski (Bar No. 208537)
jberlinski@birdmarella.com
3 Julia B. Cherlow (Bar No. 290538)
jcherlow@birdmarella.com
4 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
5 Telephone: (310) 201-2100
Facsimile: (310) 201-2110
6
WACHTELL, LIPTON, ROSEN & KATZ
7 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
8 Jessica L. Allen (admitted pro hac vice)
51 West 52nd Street
9 New York, NY 10019
Telephone: (212) 403-1000
10 Facsimile: (212) 403-2000
Attorneys for Cross-Defendant Warren Grant
11

12

13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, CENTRAL DISTRICT
14

15 WILLIAM B. PITT, an individual, and Case No. 22STCV06081

MONDO BONGO, LLC, a California limited
16 liability company, DECLARATION OF JULIA B.
CHERLOW IN SUPPORT OF
17 Plaintiffs, SUPPLEMENTAL REQUEST FOR
18 JUDICIAL NOTICE AND
v.
DEMURRER TO FIRST AMENDED
19 ANGELINA JOLIE, et al., CROSS-COMPLAINT OF NOUVEL, LLC
20 Defendants. Filed concurrently with Reply Brief in Support
of Demurrer, Supplemental Request for
21
Judicial Notice, and Reply Declaration of
22 and RELATED CROSS-ACTIONS. Professor André Prüm

23 Judge: Hon. Lia Martin

Dept: 16
24 Date: January 24, 2024
25 Time: 9:00 a.m.

26 Reservation ID: 900048070166

Action Filed: February 17, 2022
27 Trial Date: Not yet set
28

DECLARATION OF JULIA B. CHERLOW

 1 I, Julia B. Cherlow, declare:

2 1. I am an active member of the Bar of the State of California and a Principal with

3 Bird, Marella, Boxer, Wolpert, Nessim, Drooks, Lincenberg & Rhow, P.C., attorneys of record for

4 Cross-Defendant Warren Grant in this action. I make this declaration based upon personal

5 knowledge and/or on information and belief. I could and would so testify if called upon to do so.

6 2. Exhibit A is a reply declaration provided by Professor André Prüm, a Luxembourg

7 law expert retained to provide information relevant to Grant’s demurrer to Nouvel’s First

8 Amended Cross-Complaint. The remaining exhibits attached hereto are an order of the

9 Luxembourg Court of Appeal in a different litigation between Mondo Bongo and Nouvel (Exhibit

10 B) and sources of Luxembourg law cited in Professor Prüm’s reply declaration, which were

11 provided by Luxembourg co-counsel in consultation with Professor Prüm. These include a

12 statutory provision of the Luxembourg Company Law and excerpts from treatises regarding

13 Luxembourg law (Exhibits C, D, and E).

14 3. Attached hereto as Exhibit A is a true and correct copy of the Reply Declaration of
15 Professor André Prüm in support of Grant’s demurrer to Nouvel’s First Amended Cross-

16 Complaint;

17 4. Attached hereto as Exhibit B is a true and correct copy of an Order of the

18 Luxembourg Court of Appeal, Ninth Chamber (Docket No. CAL-2022-00252), dated
19 November 9, 2023, with a certified English translation;

20 5. Attached hereto as Exhibit C is a true and correct copy of an excerpt of a treatise

21 by Jean-Francois Carpantier and Olivier Wuidar, titled Le Bicentenaire du Code Civil, Analyse

22 Conceptuelle de l’affectio societatis en Droit Luxembourgeois (Portalis 2004), with a certified

23 English translation;

24 6. Attached hereto as Exhibit D is a true and correct copy of a translation of Article

25 1400-3 of the Luxembourg Company Law; and

26 7. Attached hereto as Exhibit E is a true and correct copy of an excerpt of a treatise

27 by Pascal Ancel, titled Contrats et Obligations Conventionnelles en Droit Luxembourgeois (2015),

28 with a certified English translation.

-2-
DECLARATION OF JULIA B. CHERLOW
 1 I declare under the penalty of perjury under the laws of the State of California that the

2 foregoing is true and correct.

3 Executed on January 17, 2024, in Los Angeles, California.

7 Julia B. Cherlow

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DECLARATION OF JULIA B. CHERLOW
Exhibit A
 1 BIRD MARELLA P.C.
John Berlinski (Bar No. 208537)
2 jberlinski@birdmarella.com
1875 Century Park East, 23rd Floor
3 Los Angeles, CA 90067
Telephone: (310) 201-2100
4 Facsimile: (310) 201-2100

5 WACHTELL, LIPTON, ROSEN & KATZ

Jonathan M. Moses (admitted pro hac vice)
6 Adam L. Goodman (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
7 51 West 52nd Street
New York, NY 10019-6188
8 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
9
Attorneys for Plaintiffs and Cross-Defendants
10 William B. Pitt and Mondo Bongo, LLC and
Cross-Defendant Warren Grant
11
SUPERIOR COURT OF THE STATE OF CALIFORNIA
12 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
13
WILLIAM B. PITT, an individual, and Case No. 22STCV06081
14 MONDO BONGO, LLC, a California

15 limited liability company, REPLY DECLARATION OF

PROFESSOR ANDRÉ PRÜM
16 Plaintiffs,
Judge: Hon. Lia Martin
17 v.
Dept: 16
ANGELINA JOLIE, et al.,
18 Action Filed: February 17, 2022
Defendants. Trial Date: Not yet set
19

20
and RELATED CROSS-ACTIONS.
21

22

23

24

25

26

27

28
REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 1 of 11
 1 I, André Prüm, declare as follows:
2 1. I have reviewed Cross-Complainant Nouvel’s oppositions (“Oppositions”)
3 to the demurrers filed by Cross-Defendants William B. Pitt, Mondo Bongo, and Warren

4 Grant in response to Nouvel’s First Amended Cross-Complaint, as well as the declaration

5 of Mr. Jean-Claude Wiwinius (“Wiwinius Declaration”) filed in support thereof. I submit

6 this declaration to provide the Court with further information that I understand may be

7 relevant to the Court’s determination of the demurrers filed by Cross-Defendants Pitt,

8 Mondo Bongo, and Grant. I also reaffirm my declaration of September 20, 2023, filed in

9 support of the demurrers and to which the Wiwinius Declaration responds (“Initial

10 Declaration”).

11 Breach of Duty of Good Faith

12 2. Neither Nouvel’s Oppositions nor the Wiwinius Declaration changes my
13 conclusion in my prior declaration that Nouvel’s allegations do not suffice to state a claim

14 for breach of the duty of good faith under Luxembourgish law.

15 3. Mr. Wiwinius’s criticism of my Initial Declaration is essentially based on

16 the argument that I have “failed to consider the reinforced obligation of good faith imposed

17 on shareholders under Luxembourgish law as a result of affectio societatis.” (Wiwinius

18 Decl. ¶ 8.) Affectio societatis is a Latin expression used to describe a psychological bond

19 between shareholders that is a constituent element in the formation of a company. Modern

20 doctrine emphasizes the indeterminate nature of this concept and questions whether it has

21 any real usefulness. (See Decl. of Prashanth Chennakesavan in Support of Nouvel’s Opp.

22 (“Chennakesavan Decl.”), Ex. 1 (Alain Steichen, Précis de droit des sociétés (Saint-Paul,

23 2018) (“Steichen”)) at 104.)

24 4. To the best of my knowledge, no Luxembourg court has applied the concept

25 of affectio societatis to impose a “reinforced obligation of good faith” on shareholders or

26 has found that this concept may be used by a shareholder to impose civil liability on

27 another. Indeed, Mr. Wiwinius does not cite any court case supporting his argument, but

28
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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 2 of 11
 1 instead relies almost exclusively on a single legal source: excerpts of a book by Alain

2 Steichen. (See Wiwinius Decl. ¶¶ 11–14.)

3 5. Steichen does not support Mr. Wiwinius’s argument, however. Steichen

4 states that “there is some truth” to criticism of this concept as “useless and archaic.”

5 (Chennakesavan Decl., Ex. 1 (Steichen) at 104.) In line with the practice of Luxembourg

6 courts, Steichen outlines two useful applications of affectio societatis: (1) determining the

7 existence of a company and distinguishing a company from similar contracts; and

8 (2) deciding whether there is such disagreement between shareholders justifying the

9 judicial dissolution of the company or the appointment of a provisional administrator.1 (Id.

10 at 104–05.)

11 6. We must therefore be careful not to misunderstand the concept of affectio

12 societatis, which has had limited practical application under modern Luxembourgish law

13 and which has never been used as a sword to establish liability. (See Ex. C,2 Jean-Francois

14 Carpantier & Olivier Wuidar, Le Bicentenaire du Code Civil, Analyse Conceptuelle de

15 l’affectio societatis en Droit Luxembourgeois § 4.4 (Portalis 2004).) Against this

16 backdrop, Mr. Wiwinius’s argument fails to show that Mondo Bongo breached its duty of

17 good faith under Luxembourgish law. As set out in my Initial Declaration (¶ 9), Nouvel’s

18 claims would not be recognized under established doctrines of the duty of good faith, a

19 conclusion I believe Mr. Wiwinius implicitly concedes by his unprecedented resort to the

20 affectio societatis doctrine which, in my opinion, has no place here.

21 7. Mr. Wiwinius argues that affectio societatis gives rise to various specific
22 obligations with which Nouvel alleges Mondo Bongo has failed to comply. I disagree.

23

24

25 1
Even under such circumstances, however, the finding that there is no longer any affectio
societatis is not sufficient for a court to order the judicial liquidation of a company. The
26 determining factor is whether the company is completely and definitely blocked.

27 (Chennakesavan Decl., Ex. 1 (Steichen) at 105.)

2
All exhibit references refer to the exhibits attached to the concurrently filed Declaration
28 of Julia B. Cherlow, unless otherwise specified.
-3-
REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 3 of 11
 1 8. First, Mr. Wiwinius argues that affectio societatis “obligates shareholders to
2 provide each other equal access to information about a corporation, including its assets and

3 subsidiaries.” (Wiwinius Decl. ¶ 17.) As explained above, however, affectio societatis

4 has, to the best of my knowledge, never been applied by a Luxembourg court to impose

5 such an obligation.

6 9. Rather, as I also set out in my Initial Declaration (¶¶ 16–19), corporate

7 governance in Luxembourg is based on the separation of management and control,

8 regardless of the size of the company. This division means that it is the province of

9 management to provide the shareholders with any information they may be entitled to

10 obtain. The Luxembourg Company Law of 10 August 1915 therefore provides

11 shareholders with a specific means to compel management to provide information. (See

12 Ex. D, Art. 1400-3.) In contrast, under Luxembourgish law, there is no obligation on a

13 shareholder to share information that he may hold with other shareholders.

14 10. Mr. Wiwinius also cites to excerpts of a book by Olivier Poelmans in

15 support of his argument that “the obligation of good faith requires parties to a contract to

16 provide accurate information to each other.” (Wiwinius Decl. ¶ 14.) This obligation,

17 however, has only been applied in the context of pre-contractual negotiations with a future

18 contractual partner. (See Ex. E, Pascal Ancel, Contrats et Obligations Conventionnelles en

19 Droit Luxembourgeois §191 (2015) (stating specifically that the information obligation is

20 “precontractual”).) In my view, this cannot justify the existence of a positive obligation

21 between shareholders to exchange information during the existence of a company, and I

22 am unaware of any Luxembourgish court so requiring.

23 11. Second, Mr. Wiwinius disagrees with my opinion (Initial Decl. ¶ 14) that a
24 claim based on a shareholder’s voting rights must be made by way of a claim of abusive

25 exercise of voting rights, arguing that affectio societatis obligates shareholders to “work[]

26 toward a common goal” and “to cooperate in a common enterprise.” (Wiwinius Decl.

27 ¶ 23.)

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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 4 of 11
 1 12. To the best of my knowledge, there is likewise no judicial precedent in the
2 Luxembourg courts condemning a shareholder for failing to cooperate in these

3 circumstances, and Mr. Wiwinius does not cite any case in support of his argument.

4 Rather, under Luxembourgish law, each shareholder is entitled to exercise its voting right

5 in its own interest, subject only, as I have indicated, to the condition that it does not

6 commit an abuse of right. (Initial Decl. ¶ 29.) The Quimicum Articles likewise make clear

7 that shareholders exercise their interest through their voting rights. (Initial Decl. ¶¶ 16–

8 19.)

9 13. Finally, Mr. Wiwinius argues that Nouvel has been deprived of the “normal
10 benefits” of the Quimicum Articles, claiming that affectio societatis requires that “each

11 shareholder must be able to participate in the management of the corporation” and “must at

12 least be able to participate in the control of management.” (Wiwinius Decl. ¶ 35.)

13 Again, Mr. Wiwinius provides no precedent for this proposition, and I am not aware of

14 any. As explained above, the concept of affectio societatis has limited practical application

15 under modern Luxembourgish law, and Mr. Wiwinius’s expansive position does not take

16 into account the institutional framework of companies and corporate governance under

17 Luxembourgish law. In this respect, it is crucial to remember that shareholders exercise

18 their political rights via shareholders’ meetings and must be careful not to encroach on

19 management, which is the exclusive responsibility of the board. As explained in my Initial

20 Declaration, the Quimicum Articles and Luxembourgish law therefore confer only limited

21 rights on shareholders, which do not extend to the right to manage the affairs of Quimicum

22 or Château Miraval. (Initial Decl. ¶¶ 16–19.)

23 14. Mr. Wiwinius also argues that, because the Quimicum Articles entitle each
24 shareholder to a “fraction of the corporate assets and profits of the Company,” the alleged

25 misappropriation of assets at Château Miraval has deprived Nouvel of the “normal

26 benefits” of the Quimicum Articles. (Wiwinius Decl. ¶¶ 36–39.) As explained in my

27 Initial Declaration, however, the pertinent provision of the Quimicum Articles merely

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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 5 of 11
 1 signifies that the same financial rights are attached to all of Quimicum’s corporate units

2 (shares) without distinction. (Initial Decl. ¶¶ 21–23.) This does not mean that Nouvel or

3 Mondo Bongo has the right to receive dividends. They do not, absent a decision of a

4 general meeting. Moreover, the decision whether to distribute dividends does not rest with

5 Mondo Bongo.

6 15. In addition, Mr. Wiwinius’s argument that shareholders have an affirmative

7 duty to pursue “corporate profits” and can be held accountable for breach of the duty of

8 good faith where they fail to do so (Wiwinius Decl. ¶ 39) suggests a radical extension of

9 shareholders’ duties which has no basis in Luxembourgish law. Mr. Wiwinius cites no

10 precedent.

11 16. For these reasons and those expressed in my Initial Declaration, Nouvel has
12 not alleged a breach of the duty of good faith under Luxembourgish law.

13 Abuse of Right (Art. 6-1 Civil Code)

14 17. As explained in my Initial Declaration, abuse of voting rights is an
15 exceptional claim which is rarely approved by Luxembourg courts. (Initial Decl. ¶¶ 29–31

16 (citing Decl. of John V. Berlinski in Support of Request for Judicial Notice and Demurrer

17 to First Am. Cross-Compl. (“Berlinski Decl.”), Exs. E (Alain Steichen, Précis de droit des

18 sociétés § 246 (Saint-Paul, 2018)), F (Luxembourg Court of Appeal, No. 43.424, July 13,

19 2018), G (Georges Ravarani, La Responsabilite Civile des Personnes Privees et Publiques

20 § 4 (Pasicrisie, 3rd ed. 2014)).) The conditions for an abuse of right are even more

21 difficult to meet where, as here, an equal shareholder is accused of abusing its voting

22 rights. (Id. ¶ 31.) To the best of my knowledge, no Luxembourg court has sanctioned an

23 equal shareholder for abuse of voting rights, and Mr. Wiwinius does not cite any case law

24 in support of his argument that Nouvel has stated a claim in these circumstances. His

25 arguments do not change my opinion that Nouvel’s allegations do not present the occasion

26 for such an unprecedented claim to succeed.

27

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-6-
REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 6 of 11
 1 18. With respect to the first condition required to satisfy a claim for abuse of
2 equality (i.e., abuse of equal voting rights), Mr. Wiwinius argues that a claimant is not

3 required to show “the survival of the company” is at stake, only “the failure of an essential

4 operation.” (Wiwinius Decl. ¶ 56.) To the extent there is any daylight between these

5 standards, Nouvel’s allegations fail to show that Mondo Bongo has caused an “essential

6 operation” of Quimicum to fail, in my opinion, particularly where a provisional

7 administrator has been appointed with the mission to publish Quimicum’s financial

8 accounts and secure a registered office. (See Initial Decl. ¶ 37; see also Nouvel First Am.

9 Cross-Compl. ¶ 181; Berlinski Decl., Ex. N (Order of the District Court of Luxembourg,

10 No. TAL-2023-01395, March 10, 2023).) Nouvel does not allege that these tasks cannot

11 or will not be completed by the provisional administrator, and Mr. Wiwinius does not cite

12 any case law finding this condition satisfied where a provisional administrator has been

13 appointed to manage the company.

14 19. With respect to the second condition required to satisfy a claim for abuse of
15 equality, Mr. Wiwinius does not disagree that one is required to show malice for a claim to

16 succeed. (See Wiwinius Decl. ¶ 42.) He argues that this standard is met in this case (id.

17 ¶ 53), but does not account for the management proposals put forth by Mondo Bongo that

18 were rejected by Nouvel (see Initial Decl. ¶ 35). As stated in my Initial Declaration,

19 Nouvel’s First Amended Cross-Complaint appears to allege a disagreement between equal

20 shareholders Nouvel and Mondo Bongo that a priori does not rise to an abuse of voting

21 rights by Mondo Bongo under Luxembourgish law.

22 20. Finally, with respect to Nouvel’s claim against Grant, Mr. Wiwinius argues
23 that Nouvel pleads facts showing that Grant knowingly participated in Mondo Bongo’s

24 abuse of right. (Wiwinius Decl. ¶ 60.) In support, Mr. Wiwinius relies on Nouvel’s

25 allegations regarding Grant’s alleged participation in wrongdoing at the level of Château

26 Miraval, not Quimicum. (Wiwinius Decl. ¶ 59.) Mr. Wiwinius also claims that “Grant

27 offered to serve as Quimicum’s sole director,” (id. ¶ 59 (emphasis added)), but Nouvel’s

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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 7 of 11
 1 First Amended Cross-Complaint alleges that it was “Mondo Bongo’s lawyers” who

2 proposed Grant as a candidate (Nouvel First Am. Cross-Compl. ¶ 174 (emphasis added)).

3 Regardless, offering to serve as a director, subject to the approval of the shareholders,

4 hardly amounts to an abuse of right. Mr. Wiwinius also notes Nouvel’s allegation that

5 Ocorian, Quimicum’s prior manager, “communicated principally with Grant about all

6 matters concerning Quimicum.” (Wiwinius Decl. ¶ 59.) None of these allegations relate

7 to actions taken by Grant himself in furtherance of Mondo Bongo’s abuse of voting rights

8 at Quimicum. As such, Nouvel’s allegations against Grant would not amount to an abuse

9 of right under Article 6-1.

10 Causation Under Luxembourgish Law

11 21. As explained in my Initial Declaration, Nouvel’s allegations regarding what
12 a board of directors at Quimicum and Château Miraval would have done had the company

13 not been in shareholder deadlock is too speculative and theoretical to support a theory of

14 harm based on shareholder deadlock. (Initial Decl. ¶ 41.) Mr. Wiwinius does not dispute

15 that Luxembourgish law adheres to the theory of adequate causation (Wiwinius Decl. ¶62),

16 and he does not cite any sources in support of his argument that Nouvel’s allegations

17 regarding what hypothetical directors would have done satisfy this requirement.3

18 22. Moreover, as explained in my Initial Declaration, a loss that occurred prior

19 to the fault cannot be attributed to that fault. (Wiwinius Decl. ¶ 42.) According to

20 Nouvel’s allegations, a Quimicum director was in place at the time the alleged

21 misappropriation of assets began. (See Nouvel First Am. Cross-Compl. ¶¶ 1, 94.) In his

22 report, Mr. Wiwinius insists that Nouvel adequately alleges that, before the shareholder

23 deadlock, Quimicum had not been managed by a “reasonable director.” (Wiwinius Decl.

24 ¶ 67.) Yet, Nouvel pleads no allegations showing that Mondo Bongo was responsible for

25 the prior director’s supposed failure to act in a manner Nouvel deems “reasonable.” The

26

27
3
The case Mr. Wiwinius refers to in Exhibit 11 is merely excerpted to refer to the theory
28 of adequate causation. (Wiwinius Decl. ¶ 63.)
-8-
REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 8 of 11
 1 requirement of adequate causation cannot be met for any loss that is not attributable to a

2 specific fault committed by Mondo Bongo.

3 23. For these reasons and those expressed in my Initial Declaration (¶¶ 41–42),
4 it is my opinion that a Luxembourg court would not permit Nouvel’s Luxembourgish

5 claims for abuse of right or breach of the duty of good faith as a basis for compensating

6 such complained of losses.

7 Derivative Versus Direct Claims Under Luxembourgish Law

8 24. Mr. Wiwinius agrees that a shareholder has no standing to claim damages
9 for a loss which is merely derivative of a loss suffered by the company. (Wiwinius Decl.

10 ¶ 70.)

11 25. As explained in my Initial Declaration, the damage for which Nouvel is

12 seeking compensation is essentially that which it claims to have suffered as a result of

13 Quimicum having been the victim of misappropriation of assets at the level of its

14 subsidiary, Château Miraval. (See Initial Decl. ¶ 49.) Nouvel alleges that, as a result of

15 this misappropriation, it has not received dividends from Quimicum and that Quimicum

16 has been unable to repay Nouvel’s shareholder loans. (See Nouvel First Am. Cross-

17 Compl. ¶¶ 300, 318 (stating that the lack of supervision of Château Miraval is the “direct

18 cause of these harms to Nouvel”).) These alleged losses are merely reflective of a loss

19 affecting Quimicum more generally. (See Initial Decl. ¶ 47. )

20 26. Additionally, the so-called damage consisting of “the subversion of

21 Nouvel’s right to participate in the governance of Quimicum and to have equal access to

22 information” (Wiwinius Decl. ¶ 71) is an alleged cause of these alleged financial losses,

23 not a loss in the strict sense of the term which would be compensable under

24 Luxembourgish law.

25 27. Accordingly, in my opinion Nouvel may not pursue a claim for direct
26 damages under Luxembourgish law. (Initial Decl. ¶ 49.)

27

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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 9 of 11
 1 Tort Claim Under Luxembourgish Law
2 28. Mr. Wiwinius argues that Article 1382 is a general tort provision that is the
3 functional equivalent here of a tort of trespass to chattels under California law. (Wiwinius

4 Decl. ¶ 78.)

5 29. I disagree. It is precisely because Article 1382, as Mr. Wiwinius concedes,

6 “creates broad tort liability” (Wiwinius Decl. ¶ 78) that it is not equivalent to trespass to

7 chattels (Initial Decl. ¶ 52). Moreover, trespass to chattels imposes liability for intentional

8 conduct, whereas Article 1382 covers any civil harm whether resulting from intentional or

9 unintentional conduct. They are therefore not equivalent claims.

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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 10 of 11
 1 I declare under penalty of perjury under the laws of the State of California that the
2 foregoing is true and correct.

3 Executed on January 9, 2024 in Luxembourg.

4

8 Professor André Prüm

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REPLY DECLARATION OF PROFESSOR ANDRÉ PRÜM Ex. A
Page 11 of 11
Exhibit B
 STATE OF NEW YORK )
)
) ss
COUNTY OF NEW YORK )

CERTIFICATION

This is to certify that the attached translation is, to the best of my knowledge and belief, a true

and accurate translation from French into English of the attached Decision No. 90/23 -IX – REF1,

dated November 9, 2023.

259 W 30th Street, 11th Floor New York, NY 10001 +1.212.631.7432

Ex. B
Page 1 of 25
 COPY
[seal:] SUPERIOR COURT - Grand-Duchy of Luxembourg
17
Decision No. 90/23 - IX - REF1

Public Hearing of November 9, two thousand twenty-three

Docket Number CAL-2022-00252

Composition:
Carole Kerschen, Presiding Judge of the Chamber,
Danielle Poletti, Senior Counselor,
Stéphane PisanI, Counselor,
Gilles Schumacher, Registrar.

Between: [signatures]

the Mondo Bongo LLC, limited liability company under California law, established and having
its registered office at 9100 Wilshire Boulevard, STE 1000W, Beverly Hills, CA 90212,
California, United States of America, registered in the California Companies Register under
number 200810810154, represented by its management bodies currently in office,

Appellant under the terms of a Writ of the Bailiff Patrick Kurdyban of Luxembourg dated March
2, 2022,

appearing through the limited liability company Loyens & Loeff Luxembourg, registered in List V
of the Rolls of the Order of the Luxembourg Bar, at the office at which domicile is elected,
represented for the purposes hereof by Me. Véronique Hoffeld, lawyer at the Court, assisted by
Me. Patrick Ries, lawyer at the Court, both residing in Luxembourg,

and:

1) the Nouvel LLC, limited liability company under California law, established and having
its registered office at 500 Capitol Mall, Suite 1600, Sacramento, CA 95814, United
States of America, having as agent for service of process Unisearch Inc.4, Venture,
Suite 280, Irvine, CA 92618, California, United States of America, registered in the
California Companies Register under number 20081081019, represented by its
management bodies currently in office,

Ex. B
Page 2 of 25
 respondent under the terms of a Writ of the Bailiff Kurdyban of Luxembourg dated
March 2, 2022,

appearing through the E2M Limited Liability Company, registered on List V of the
Rolls of the Order of the Luxembourg Bar, represented for the purposes hereof by
Me. Max Mailliet, lawyer at the Court, assisted by Me. Anne-Sophie Soul, lawyer at
the Court, both residing in Luxembourg,

2) the Quimicum Sarl Limited Liability Company, established and having its registered
office at L-2411 Luxembourg, 17 Boulevard F.W. Raiffeisen, registered in the
Luxembourg Trade and Companies Register under number 841114, currently
represented by its management board in office,

respondent under the terms of a Writ of the Bailiff Kurdyban of Luxembourg dated
March 2, 2022,

duly summonsed, not appearing.

T H E C O U R T O F A P P E A L:

Ruling on the appeal lodged by Mondo Bongo LLC, limited liability company under California
law (hereinafter “Mondo Bongo”), of an Order issued on an adversarial basis by a Vice-
Chairman of the Luxembourg District Court, sitting in replacement of the Presiding Judge of
the said Court, on February 15, 2022, having rejected its request for the appointment of a
receiver for 100 shares of the Quimicum Sarl Limited Liability Company (hereinafter
“Quimicum”), the Court of Appeal, by Judgment of June 22, 2022, declared Mondo Bongo's
appeal unfounded, dismissed Mondo Bongo's request based on Article 240 of the New Code
of Civil Procedure, dismissed the Nouvel LLC Limited Liability Company’s (hereinafter
“Nouvel”) request based on Article 240 of the New Code of Civil Procedure and declared the
judgment to be jointly with Quimicum, while ordering Mondo Bongo to pay the costs and
expenses of the proceedings.

In ruling thus, the Court recalled that it was seized, on the basis of Articles 1961 of the Civil
Code, 932 paragraph 1 and 933 paragraph 1 of the New Code of Civil Procedure, to have a
receiver appointed to receive, preserve and administer 100 capital shares of Quimicum, held
by Nouvel, but claimed by Mondo Bongo, and to exercise the voting rights attached thereto.

The Court then focused on the Statement of Facts at issue and only on those that it
considered relevant for the resolution of the dispute, namely:

* “William Bradley Pitt is 100% shareholder of the Mondo Bongo Company

2
Ex. B
Page 3 of 25
* Angelina Jolie was 100% shareholder of the Nouvel Company

* The Mondo Bongo Company initially held 60% of the shares of the Quimicum Company
(i.e. 600 out of 1,000)

* The Nouvel Company initially held 40% of the shares of the Quimicum Company (i.e. 400
out of 1,000)

* Following a transfer of 100 capital shares on December 19, 2013 for the price of 1 Euro,
the share capital of the Quimicum Company is divided between the Mondo Bongo Company
and the Nouvel Company in the proportions of 50/50 (500/500)

* The Quimicum Company holds 99.9% of the shares of a Joint Stock Company under
French law Chateau Miraval, which in turn is the owner of a wine estate and a 49.99%
shareholder in a Joint Stock Company under French law Miraval Provence through which its
wine estate is operated

* Angelina Jolie sold her entire stake in the Nouvel Company to a third party Tenute Del
Mondo Company, controlled by a man named Yuri Shefler

* Pursuant to a Summons dated September 21, 2021, the Mondo Bongo Company
summonsed the Nouvel Company and the Quimicum Company to appear before the
Luxembourg District Court, sitting in Commercial Natters, to have be declared null and void
for lack of cause, if not for false cause, the transfer on December 19, 2013 of 100 shares of
the Quimicum Company by the Mondo Bongo Company to the Nouvel Company

* The Mondo Bongo Company and its beneficial owner Brad Pitt brought action before the
California courts to annul the transfer by Angelina Jolie of her holding in the Nouvel
Company to the Tenute Del Mondo Company.”

The Court further held as constant that

 since August 2021, Quimicum has been without governing bodies, without its
shareholders, Mondo Bongo and Nouvel, having found common ground to appoint
new managers, respectively a management board,
 Quimicum's corporate financial statements have not been approved or published
since 2020,
 the domiciliation agent of Quimicum denounced, effective as of June 24, 2022, the
domiciliation agreement: Quimicum therefore no longer has a registered office.

The Court then examined the conditions for applying the articles on the basis of which it was
seized, namely Article 932, first paragraph and Article 933, first paragraph of the New Code
of Civil Procedure.

3
Ex. B
Page 4 of 25
As for the first article cited, the Court indicated that it requires proof from the applicant of the
urgency of the requested measure, the absence of serious disputes and the existence of a
dispute; it concluded that the first condition, namely urgency, is not a given in this case, as
the risk of having the 100 shares of Quimicum irremediably disappear without hope of
recovery in kind or in value, was not established by Mondo Bongo.

Concerning the second article cited, the Court, after noting that there was a real and serious
risk likely to affect the rights and interests of the holders of the Quimicum shares, i.e. a risk
of imminent damage, nevertheless ruled that the measure for a receiver sought by Mondo
Bongo does not constitute a useful remedy for this risk, by application of the voting
procedures set out in Article 710-18 of the Law concerning commercial companies
(hereinafter “LSC”). The Court further held that the very existence of blatantly unlawful
conduct was not established.

Ruling on the cassation appeal lodged by Mondo Bongo against the Judgment of the Court
of Appeal of June 22, 2022, based on its first plea as to the admissibility of the appeal and
on the second plea as to the violation of Article 89 of the Constitution (lack of reasons due to
contradictory reasons), the Court of Cassation, in its Judgment of June 29, 2023, admitted
the merits of the second plea of cassation and indicated in its disposition that it “overturns
and annuls the Judgment under appeal, number 120I22-VII-REF, rendered on June 22,
2022 under Docket number CAL - 2020- 00252 by the Court of Appeal of the Grand Duchy
of Luxembourg, Seventh Chamber, sitting in Urgent Proceedings matters; declares the said
judicial decision and the acts that followed it null and void, returns the parties to the status in
which they found themselves before the overturned judgment and, to be upheld, refers them
to the Court of Appeal of the Grand Duchy of Luxembourg, otherwise composed (...).”

Following the Cassation Judgment of June 29, 2023, the parties concluded as follows, at the
Hearings of September 20 and 28, 2023 after mutually acknowledging that they were aware
of the opposing pleadings’ note and that these notes were considered to have been read in
their entirety at the said hearings.

Mondo Bongo sets out its version of the facts, namely that there was never an agreement
between the parties on the value of the transfer of shares carried out on December 19, 2013.
It explains that Nouvel initiated two urgent proceedings: the first in June 28, 2022 sought to
have a legal representative appointed in order to vote in place of Mondo Bongo during a
general shareholders meeting of Quimicum, a representative who could also convene a
general shareholders meeting of the French Chateau Miraval SA Company to replace its
Board of Directors: this matter was reset “sine die.” The second of February 14, 2023 was
for the appointment of a provisional administrator for Quimicum: an agreement was reached
so that this provisional administrator would have a limited mission (to find a registered office,
and to prepare and publish the annual financial statements): Me. Claude Schmartz was
appointed to this position on

4
Ex. B
Page 5 of 25
 March 10, 2023 and on May 19, 2023 the Xinex Firm, represented by Carole Laplume, was
also appointed as expert responsible for preparing the annual financial statements. By Order
of July 19, 2023, the duration of the mandates of the provisional administrator and the expert
was extended until November 10, 2023.

It adds that in the meantime the French Chateau Miraval SA Company was placed under
provisional administration, since July 19, 2023, by Decision of the Draguignan Commercial
Court.

In law, Mondo Bongo recalls at first glance that the case is returned to the Court of Appeal,
following the quashing of the Judgment of June 22, 2022 by the Court of Cassation on June
29, 2023, for contradiction in the reasons as to the requested urgency, without having ruled
on the other grounds of the appeal. In view of the case law created by the Judgment of the
Court of Cassation of November 24, 2022 (141/2023), the Court of Appeal is currently seized
of the entire litigation, as there is no remaining reason for the overturned decision.

Mondo Bongo then comes to the conditions that need to be verified to appoint a receiver:

o The existence of a serious dispute: the urgent applications judge could appoint a receiver in
the event of a serious dispute and the serious dispute could specifically serve as a basis for
the judge's decision, far from constituting an obstacle to such a decision. We should not lose
sight of the fact that the nullity for lack of price would be absolute nullity, subject to the thirty-
year statute of limitations. The transfer in question would thus be null and void and it would
be necessary to conclude that there is a serious dispute.
o The urgency or the risk of imminent damage: according to the cassation ruling, there is
urgency if there is a risk of imminent damage. Quimicum has not been managed since
August 2021, has not published financial statements since the 2018 fiscal year and has been
without a registered office since June 2022. The appointment of a provisional administrator
with a mission that is limited in terms of its purpose and duration won't change anything.
Quimicum is heavily in debt, debt that is due shortly, without knowing whether the taxes
have been paid. There is a risk of court-ordered liquidation or even bankruptcy.
o The appropriateness of the requested measure: the appointment of a receiver would be
appropriate for three reasons: (i) it would be likely to resolve the situation, or not aggravate it
in any case, (ii) it would be less invasive, less serious than court-ordered administration,
because it only concerns 100 shares but could contribute to a temporary solution and (iii)
because the appointment of a provisional administrator did not make it possible to resolve
Quimicum's problems.

Mondo Bongo ends by emphasizing its good prospects for obtaining the annulment of the
disputed transfer of the 100 shares in question, then by proposing the appointment of Me.
Claude Schmartz as receiver and requesting procedural compensation of 2,500 Euros for
the trial

5
Ex. B
Page 6 of 25
proceedings and 5,000 Euros for the appeal proceedings, still on the basis of Article 240 of
the New Code of Civil Procedure.

Nouvel first returns to its version of the facts and that Mondo Bongo was at the origin of both
the Summons on the merits, for the nullity of the sale relating to 10% of the shares of
Quimicum, and of the summary proceedings for the appointment of a receiver concerning
the disputed shares. Nouvel insists concerning the justification for the sale price of one euro,
given the fact that the value of the net assets of Chateau Miraval SA, Quimicum's only asset,
would have been negative in 2013. Brad Pitt and Angelina Jolie also accepted this price
before the assignment.

Nouvel develops its theory at great length according to which the current blockage was
artificially created by Mondo Bongo to allow Brad Pitt to use Chateau Miraval as if he were
the sole owner and to impoverish it, before arriving at the Quimicum situation, and is still
without a manager since at least August 24, 2021. However, in view of the appointment of a
provisional administrator for Quimicum, the risks would be lower.

Nouvel contests Mondo Bongo's theory as to the extent of the referral to the Court of Appeal
after the Court of Cassation’s judgment: only the condition of urgency was called into
question by the Court of Cassation. There was no need to reconsider the appropriateness of
the measure requesting a receiver, nor the absence of blatantly unlawful conduct.

In the alternative, Nouvel first returns to the conditions of Article 932 paragraph first of the
New Code of Civil Procedure: it contests the serious nature of a dispute, in view of the
relative nullity of the invoked transfer and that this action is time-barred after 5 years, since
the contract was signed. There is no urgency, in the absence of proof of irreparable harm or
of Nouvel’s alienation of the shares in question. Finally, the requested measure for a
receiver is not appropriate, as it does not alleviate the problems that the parties face.

Still in the alternative, Nouvel analyzes the conditions of Article 933 paragraph 1 of the New
Code of Civil Procedure to plead the absence of imminent damage, especially in the
presence of a provisional administrator of Quimicum.

Nouvel ultimately requests procedural compensation in the amount of 20,000 Euros on the
basis of Article 240 of the New Code of Civil Procedure and concludes that the same
adverse claim should be dismissed.

Assessment of the Court

1. The Scope of the Judgment of June 29, 2023 of the Court of Cassation

This scope must be analyzed in light of Judgment No. 141/2022 of November 24, 2022
rendered by the Court of Cassation, a judgment that overturned a Judgment of the Court of
Appeal of December 14, 2016, which, in its operative part, had confirmed the Judgment of
the

6
Ex. B
Page 7 of 25
District Court without having made a distinction between the various pleas presented by the
Appellant seeking its reversal, so that the pronounced cassation brought back into debate all
of the pleas that the Appellant invoked in cassation in support of its request.

In this case, the overturned judgment was also limited to stating "the appeal of the California
Mondo Bongo Company LLC is unfounded, therefore confirming the contested Order No.
2022TALREFO/00063 of February 15, 2022," without making a distinction.

It follows that the Cassation of June 29, 2023, even if it was only pronounced following the
examination of only one of the grounds for cassation, therefore brings back into the debate
all of the reasons for the overturned judgment that support this ground in the disposition as
well as all the other appeal pleas, regardless of whether or not the Appellant criticized these
reasons in its appeal.

This possibility that the Appellant was thus given in cassation, in the context of the referral
proceedings after cassation, to criticize the grounds of the overturned judgment that it did not
attack in its appeal, or which were not examined by the Court of Cassation, is explained
because these reasons support the same ground in the operative part. By destroying the
ground of the deciding disposition, the judgment of the Court of Cassation thus deprives all
of the grounds that support the overturned judgment from having res judicata authority.

In this case, the Mondo Bongo and Nouvel parties can thus once again raise all the grounds
for appeal that were raised before the judgment was overturned before the referring court.

All the pleas are once again in debate.

Il. Request for Appointment of a Receiver

As a preliminary point, it is appropriate to recall, as already indicated hereinabove, the

elements that are established fact:

x when it was incorporated, Quimicum's capital shares belonged 60% to Mondo Bongo
(600 shares) and 40% to Nouvel (400 shares). The economic beneficiary of Mondo
Bongo is William Bradley Pitt and that of Nouvel was Angelina Jolie;
x on December 19, 2013, a Transfer Contract (agreement for the acquisition of shares
in Quimicim [sic] Sarl) was signed between Mondo Bongo and Nouvel; by this
contract, Mondo Bongo transferred 100 shares of Quimicum to Nouvel for the price of
one euro, so that each shareholder had 50% of the share capital of Quimicum;
x in the fall of 2021 (the Court does not have further details), Angelina Jolie completely
transferred Nouvel to Tenute Del Mondo, whose economic beneficiary is the Stoli
group, respectively Yuri Shefler;
x Quimicum owns 100% of the French Chateau Miraval Company: the latter owns half,
if not 49.997% of the French

7
Ex. B
Page 8 of 25
 Miraval Provence Company, the other half, otherwise 50.003%, being held by the
French Famille Perrin Company;
x by Summons dated September 21, 2021, Mondo Bongo summonsed Nouvel and
Quimicum before the Luxembourg District Court to annul the sale of 10% of
Quimicum's shares for lack of cause, otherwise false cause and to establish that
Mondo Bongo holds and has always held 60% of the shares of Quimicum;
x by Summons dated November 21, 2021, Mondo Bongo summonsed Nouvel and
Quimicum before the Urgent Proceedings Judge to have a receiver appointed for the
100 shares of Quimicum currently allegedly held by Nouvel;
x William Bradley Pitt and Mondo Bongo brought an action before the courts of
California (USA) against Angelina Jolie and Nouvel to obtain the annulment of
Angelina Jolie’s sale of Nouvel to Yuri Shefler;
x by Order of February 15, 2022, the Urgent Applications Judge declared himself
hiving jurisdiction to hear the request for the appointment of a receiver, declared it
inadmissible on all the legal bases invoked and ordered Mondo Bongo to pay Nouvel
procedural compensation of 1,000 Euros based on Article 240 of the New Code of
Civil Procedure.

The Court was seized of a request based on Articles 1961 of the Civil Code, together
Articles 932 and 933 of the New Code of Civil Procedure, for the appointment of a receiver
for the 100 disputed shares of Quimicum, shares currently held by Nouvel.

Having to rule on appeal from the Urgent Applications Judge, the Court will first examine this
request based mainly on Article 932 first paragraph of the New Code of Civil Procedure and
possibly on subsidiary basis pursuant to Article 933 first paragraph of the same code. The
question of the conditions of Article 1961 of the Civil Code must be assessed with regard to
the application of the above-mentioned articles.

Article 932, paragraph 1 of the New Code of Civil Procedure

This article provides in its first paragraph: "In cases of urgency, the presiding judge of the
district court, or the judge who replaces him, may order in summary proceedings any
measures that do not encounter any serious dispute or that are justified by the existence of a
dispute.”

This summary, or so-called urgency, therefore refers to two separate hypotheses: in this
case, only the second one is concerned, namely that "which is justified by the existence of a
dispute": the jurisprudence is unanimous in saying that in this case, a urgent measure may
be necessary to allow the parties to wait without inconvenience and without damage for the
decision to be reached on the merits of the dispute, without this measure being able to
decide the merits of the dispute: the urgent proceedings judge remains the interim judge.

8
Ex. B
Page 9 of 25
In this second hypothesis, the urgent proceedings judge cannot resolve a serious dispute,
but the existence of such a dispute not only does not necessarily obstruct his intervention,
but on the contrary, justifies it.

The serious dispute, instead of relating to the pleas that serve as a basis for the requested
measure, constitutes the very subject of the dispute upon which the urgent proceedings
judge is called to rule (H. Solus and R. Perrot, Private Judicial Law, First Instance
Proceedings, Sirey, 1991, No. 1278).

It is indisputable in this case that at least one dispute exists between the parties regarding
the distribution of the shares of Quimicum and especially on the transfer representing 10% of
these shares from Mondo Bongo to Nouvel.

In the present context, it is unanimously accepted that it is not up to the urgent proceedings
judge to analyze the merits of the dispute still pending before the Luxembourg District Court,
but that he is limited to noting its existence.

The Court notes that the condition of the second hypothesis of Article 932, paragraph 1 is
verified.

As for the urgency, even if the pleadings made on appeal were sometimes confusing, this
essential condition was no longer really contested.

The Court further notes that what was true at first instance is still true, namely that Quimicum
has not found a head office, that the accounts are neither voted nor published and above all
that there are no governing bodies. The appointment of a provisional administrator assisted
by an accountant for a fixed term, which is about to expire, with a very limited mandate in
terms of its purpose, changes nothing. Quimicum therefore finds itself under the threat of
action for liquidation, or even bankruptcy, which would cause the holder or the owner of the
shares respectively to lose their rights.

There is no doubt that the condition relating to urgency is shown in this case, resulting
objectively and concretely from the facts of the case.

The conditions for so-called urgent proceedings having been fulfilled, the Court examines
the conditions of Article 1961 paragraph 2 of the Civil Code: “The courts may order the
appointment of a receiver (...) 2° for a building or a movable thing whose ownership is
disputed between two or more people.”

Current case law seeks compliance with three criteria in the application of this article to
follow it up:

x the existence of a serious dispute: it has already been noted hereinabove that such a
serious dispute exists and that the urgent proceedings judge can limit himself to
noting the existence of a dispute justifying the appointment of a receiver, without
needing to examine the merits of the dispute;
x the urgency: this condition was also noted hereinabove;

9
Ex. B
Page 10 of 25
 x the appropriate nature of the requested measure: it has long been accepted that this
measure must be necessary, or even simply useful, for the preservation of the rights
of the parties. The risks of the disappearance of Quimicum and the continued
blockage of the decision-making make it essential to immediate initiate the requested
protective measure. In order to be complete, the Court takes into account in this
regard the parties’ long developments concerning the voting methods during the
general shareholder meetings of limited liability companies established by Article
710-18 of the Law concerning Commercial Companies, which provides "no decision
is validly made in the two cases provided for in the preceding article unless it has
been adopted by shareholders representing more than half of the share capital.
Unless otherwise stipulated in the Bylaws, if this number is not reached at the first
meeting or consultation in writing, the shareholders convened or consulted a second
time by registered letter, and the decisions are adopted by a majority of the votes
cast, regardless of the portion of the share capital represented.” Indeed, for the
present case, this would translate as follows, in the event of the appointment of a
receiver:

- At a first general shareholders meeting;

o the receiver votes in the same direction as Mondo Bongo: the resolution is adopted
by 60/40
o the receiver votes in the same direction as Nouvel: the votes cast will be 50/50 and a
second general shareholders meeting will be convened
o the receiver abstains from voting: the votes cast are 50/40: failing to represent more
than half of the share capital, a second shareholders meeting will be convened

- At a second general shareholders meeting;

o the receiver votes in the same direction as Mondo Bongo: the resolution is adopted
by 60/40
o the receiver votes in the same direction as Nouvel: the votes are shared 50/50 and
no decision is adopted
o the receiver abstains from voting: the votes cast are 50/40, but the majority of votes
cast is sufficient, the resolution supported by Mondo Bongo will be adopted.

As a result, during the second general shareholders meeting, there was only one deadlock
situation, which without a shadow of a doubt constitutes a clear improvement compared to
the current situation.

It follows that it is appropriate to declare the appeal filed by Mondo Bongo admissible and
well-founded and to grant the request for the appointment of a receiver, with the right to vote,
in view of the above, in accordance with the Notice of Appeal of March 2, 2022.

Me. Claude Schmartz having been appointed Provisional Administrator, he has the
advantage of knowing the case file and benefiting from the trust of the parties: there is
nothing to prevent him from being appointed as receiver.

10
Ex. B
Page 11 of 25
 Since the request is successful on the basis of the request made on a principal basis, it is
unnecessary to analyze the request made on a subsidiary basis.

Ill. Procedural Compensation

In view of the outcome of the appeal, it is appropriate to grant such compensation based on
Article 240 of the New Code of Civil Procedure at the rate of 1,500 Euros for the trial
proceedings and 3,000 Euros for the appeal proceedings to Mondo Bongo: it is therefore
necessary to discharge Mondo Bongo from the conviction pronounced against it in this
regard in the trial proceedings.

In view of the same outcome, Nouvel’s requests on this ground must be rejected.

FOR THESE REASONS

the Court of Appeal, Ninth Chamber, sitting in matters of urgent appeal proceedings, ruling
on an adversarial basis,

ruling following the Judgment of the Court of Cassation No. 85/2023 of June 29, 2023, within
the limits of the referral,

says the appeal is well-founded,

by reversal,

declares admissible and well-founded the request of the Mondo Bongo LLC Company, a
limited liability company under California law, for the appointment of a receiver for 100
disputed capital shares of the limited liability Quimicum Sarl Company, currently allegedly
held by the Nouvel LLC Company, a limited liability company under California law since
December 19, 2013;

appoints receiver Me. Claude Schmartz, lawyer at the Court, residing professionally at L-
7364 Bofferdange, 1B, A Romescht, Résidence les cerisiers 2;

says that the mission of the receiver will be:

x to receive, keep and administer as a good father the 100 disputed shares, namely the 100
shares of the Quimicum Sarl Limited Liability Company transferred by the Mondo Bongo
LLC, limited liability company under Californian law, on December 19, 2013 to the Nouvel
LLC, limited liability company under California law, and currently held by the latter;

11
Ex. B
Page 12 of 25
x to take possession for the purpose of constituting escrow of the register of shares of the
Quimicum Sarl Limited Liability Company and to preserve it;

x to oppose any disposal action on the 100 disputed shares of the Quimicum Sarl Limited
Liability Company;

x to exercise, as a good father, the voting rights attached to the aforementioned 100 disputed
shares in the interest of the Quimicum Sarl Limited Liability Company and in order to
preserve the rights of the Mondo Bongo LLC, limited liability company under California law.

say that the receiver’s compensation will be the responsibility of the Quimicum Sarl Limited
Liability Company and that the receiver will remain in office until the moment when a judicial
decision is rendered in the context of the pending proceedings for annulment of the transfer
of 10% of the shares of the Quimicum Sarl Limited Liability Company and this decision has
become final and irrevocable or until a court decision puts an end to his mission;

declares the judgment to be joint for the Quimicum Sarl Limited Liability Company;

declares admissible and well-founded the request of the Mondo Bongo LLC, limited liability
company under California law, for procedural compensation on the basis of Article 240 of the
New Code of Civil Procedure;

therefore orders the Nouvel LLC, limited liability company under California law, to pay to the
Mondo Bongo LLC, limited liability company under California law, the sum of 1,500 Euros for
the trial proceedings and 3,000 Euros for the appeal proceedings, based on Article 240 of
the New Code of Civil Procedure;

discharges the Mondo Bongo LLC, limited liability company under California law, from the
conviction pronounced against it in the trial proceedings, on the basis of said article;
orders the Nouvel LLC, limited liability company under California law, to pay the costs and
expenses of both proceedings.

the reading of this Judgment was done at the above-mentioned Public Hearing by Carole
Kerschen, Presiding Judge of the Chamber, in the presence of the Clerk, Gilles
Schumacher.

[signatures]

12
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 Ex. B
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Exhibit C
 STATE OF NEW YORK )
)
) ss
COUNTY OF NEW YORK )

CERTIFICATION

This is to certify that the attached translation is, to the best of my knowledge and belief, a true

and accurate translation from French into English of the attached excerpt from Conceptual

Analysis of Affectio Societatis in Luxembourg Law.

Ethan Ly, Managing Editor

Lionbridge

259 W 30th Street, 11th Floor New York, NY 10001 +1.212.631.7432

Ex. C
Page 1 of 5
 Article 1832

Conceptual Analysis of
Affectio Societatis
in Luxembourg Law

Me. Jean-François Carpantier

Me. Olivier Wuidar
Court barristers

Ex. C
Page 2 of 5
The Bicentennial of the Civil Code_____________________________________________

in the absence of legislation on this subject, to the insertion in the bylaws of clauses
providing for cases of forced exclusion or withdrawal of a partner for good reasons,
provided that these clauses do not remove from the court its power of assessment, do
not result in conferring on the general meeting of shareholders an arbitrary power to
exclude a partner and do not allow excluded partners to be harmed with regard to the
repurchase price of their shares. These clauses offer ways out of situations in which
the affectio societatis has disappeared. By admitting the validity of these clauses, the
imperative of maintaining the affectio societatis combined with the will of the
contracting parties makes it possible to defeat the principle according to which the
shareholder has the right to remain a shareholder. This would undoubtedly give a new
aura to affectio societatis and give it a normative scope.

4.4. Summary

To summarize the above, affectio societatis as a continued obligation materializes in

Luxembourg law in the provisions relating to dissolution for good cause. It has
inspired other provisions abroad relating to forced exclusion and forced withdrawal.
However, it is limited to these provisions without having its own distinct normative
scope.

366
Ex. C
Page 3 of 5
 Ex. C
Page 4 of 5
 Ex. C
Page 5 of 5
Exhibit D
 Legislation relating to
commercial companies
Translated by Philippe Hoss
Reflecting all amending laws published on or before 1st
November 2023

F <a

©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved

15276572_3
15276572_3
Ex.D
15276572_3
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 (Law of 27 November 1992)
«Art. 1300-13.
Where the disclosure made at the branch is different from the disclosure made at the
company, the former shall prevail for dealings made with the branch.»

(Law of 27 November 1992)

«Art. 1300-14.
Article 1300-6, first sub-paragraph, and Article 1300-10, sub-paragraph 1 and 2, do not apply
to Luxembourg branches set up by credit institutions and financial institutions subject to
Directive 89/117/EEC on the obligations of branches established in a Member State234 of
credit institutions and financial institutions having their head offices outside that Member
State regarding the publication of annual accounting documents.
The same applies to branches established by foreign insurance companies.»235

Title XIV - Rights of action and prescription periods

Art. 1400-1.
(Law of 12 July 2013)
«No court order in connection with commitments of the company ruling that members who
are jointly and severally liable in a société en nom collectif, a société en commandite simple, a
société en commandite spéciale, a société en commandite par actions and a société
coopérative with unlimited liability, shall be personally liable may be delivered before an
order has been made against the company itself.»

Art. 1400-2.
Creditors may, in all companies, obtain a court decision ordering the making of the payments
provided for in the articles and which are necessary for safeguarding their rights; the
company may cause the action to be dismissed by reimbursing its debts vis-à-vis such
creditors at their value, after deduction of a discount.
(Law of 25 August 2006)
«The managers, directors or members of the management board, as applicable, are
personally obliged to execute any order given for that purpose.»
Creditors may, in accordance with Article 1166 of the Civil Code, exercise against the
members or shareholders the rights of the company as regards any outstanding payments
which are due by virtue of the articles, corporate resolutions or court orders.

Art. 1400-3.
(Law of 10 August 2016)
«One or more members representing at least 10 per cent of the corporate capital or 10 per
cent of the votes attached to all existing securities, may, either individually or by acting

234 See definition in the sixth paragraph of Article 100-2.

235 The former article 161 which followed this Article has been repealed by the Law of 10 July 2005.

209
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
15276572_3
Ex.D
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 together in any manner whatsoever, ask the management body questions in writing on one
or more [acts of management] of the company and as the case may be, of the controlled
companies within the meaning of Article 1711-1 of this law. In the latter case, the request
must be assessed in view of the interest of the companies included within the consolidation.
A copy of the answer must be provided to the person in charge of the statutory audit of the
accounts.
In the absence of an answer within a period of one month, these members may apply to the
judge presiding the chamber of the T Arrondissement [District Court] dealing with
commercial matters and sitting as in urgency matters to appoint one or more experts
instructed to submit a report on the act(s) of management targeted in the written question.
If the application is accepted, the court decision shall determine the scope of the assignment
and the powers of the experts. It may allocate costs to the company.
The judge shall determine whether the report should be published.
The usufructuary of shares or corporate units shall also benefit from the rights set forth in
this Article.»

Art. 1400-4.
Members of associations momentanées shall be summoned directly and individually.
There shall be no direct right of action between third parties and a participant who has
confined himself to mere participation.

Art. 1400-5.
Actions against companies shall be prescribed after the same period as actions against
individuals.

Art. 1400-6.
(Law of 10 August 2016)
The following prescribe after five years:
1° all actions by third parties against members or shareholders, from the publication either
of their withdrawal from the company or of an instrument of dissolution or the expiry of
its contractual term;
2° all actions by third parties for the recovery of dividends improperly distributed, from the
distribution thereof;
3° all actions against liquidators, in such capacity, from the publication prescribed by
Article 1100-15;
4° all actions against managers, directors, members of the management board, members
of the management committee, directeurs généraux (managing executive officers),
members of the supervisory board, (Law of 7 August 2023) «presidents and directeurs
(executive officers) of sociétés par actions simplifiées,» commissaires [supervisory

210
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
15276572_3
Ex.D
Page 3 of 3
Exhibit E
 STATE OF NEW YORK )
)
) ss
COUNTY OF NEW YORK )

CERTIFICATION

This is to certify that the attached translation is, to the best of my knowledge and belief, a true

and accurate translation from French into English of the attached excerpt from Contracts and

Contractual Obligations in Luxembourg Law.

Ethan Ly, Managing Editor

Lionbridge

259 W 30th Street, 11th Floor New York, NY 10001 +1.212.631.7432

Ex. E
Page 1 of 7
CHAPTER II
Obligations related
to the Pre-Contractual Period

LARCIER
Loyens & Loeff Luxembourg / Luxembourg.KM@loyensloeff.com
Chapter II - Obligations related to the Pre-Contractual Period
www.stradalex.lu - 01/03/2024

Ex. E
Page 2 of 7
242 CONTRACTS AND CONTRACTUAL OBLIGATIONS IN LUXEMBOURG LAW

[…] significant between very similar rights. One example will be enough to
convince: French law has recognized for at least thirty years that a credit
institution that requests a guarantee must inform the guarantor of the
solvency of the principal debtor (therefore concerning the risks of default,
leading to the obligation for the surety to pay in place of this debtor);
Luxembourg case law, on the other hand, in a country where banking
activity plays a major economic role, is reluctant to impose such an
information obligation, and considers “that it is up to the bank to inform
itself about the situation of the principal debtor, and not for the bank to
inform him of it.” 371
191. Source of information obligations. In Luxembourg, as in most
countries, it was initially case law that obligated certain contracting
parties in a position of strength to provide pre-contractual information to
their co-contracting parties. These information obligations under case law
can be connected, just like the liability connected to the breakdown of
negotiations, to the general requirement of good faith in the contract
formation phase. Their recognition and their extent are closely connected
to factual situations and depend on numerous elements which cannot be
easily understood through general formulas. However, during the most
recent period, the legislator has intervened to recognize obligations on
certain contracting parties that are much more specific in terms of their
purpose, their terms and conditions, and their penalties. Consumer law is
the field of choice, in Luxembourg as in other countries, for these
legislative information obligations, which are very often of EU origin, but
we also encounter them in other contracts. Unlike case law that proceeds
on a case-by-case basis based on general criteria, the texts on the subject
generally contain long lists of information that must be provided according
to the various types of contracts, and the manner in which they must be
provided. The draft Common European Sales Law, where the information
obligations placed on the seller take up no less than 10 pages and 15 long
articles, distinguishing according to the terms of the sale and the capacity
of the parties, offers an almost caricature example of this legislative
method. It is obviously out of the question to go into detail, in a common
contract law manual, about the case law and the various texts relating to
information obligations.

371
Court of Appeal, March 14, 2001, No. 21151; Court of Appeal, January 21, 2015, No. 40587.

LARCIER
Loyens & Loeff Luxembourg / Luxembourg.KM@loyensloeff.com
Chapter II - Obligations related to the Pre-Contractual Period
www.stradalex.lu - 01/03/2024

Ex. E
Page 3 of 7
 OBLIGATIONS RELATED TO THE PRE-CONTRACTUAL PERIOD 243

We only propose to provide an analytical framework through some general

considerations relating to the field (§ 1), the subject (§ 2) and the sanctions
(§ 3) of these obligations.

§ 1. Field of Information Obligations

192. Jurisprudence. Case law imposes an obligation of information on a

contracting party in many cases, which is difficult to summarize in a
general formula. 372 The basic criterion is that of the inequality of the
contracting parties as to the knowledge of the information that is
important for signing a contract. Even if this text has no normative value
(and is not intended to have any in Luxembourg), Article 1129 of the French
Ministerial Draft of 2015, taken from the Terré Draft, seems to us to
account fairly well for the current attitude of the Luxembourg courts (as
well as that of other countries): “The contracting party that knows or
should know the information whose importance is decisive for the other’s
consent must so inform the latter since, legitimately, the latter is ignorant
of this information or trusts his co-contracting party.” It follows from this
text that the first element to consider for the recognition or non-
recognition of an information obligation lies in the respective capacities of
the contracting parties: the information obligation will most often be
placed on the responsibility of a professional contractor vis-à-vis its non-
professional or consumer co-contractor, because, normally, professionals
know the things they sell or the services they market much better than
their consumer clients. But this criterion is not absolute. On the one hand,
even a non-professional contracting party has a duty to find out about what
he/she is purchasing, and to ask the right questions based on what he/she
is looking for in the good or service that is the subject matter of the
contract, so that his co- contracting party can usefully inform and advise
him/her. On the other hand, conversely, an information obligation can be
recognized even for the benefit of a professional contracting party, if there
is an asymmetry of information between the two contracting parties: a
banker, for example, is not released from any obligation towards his/her
professional clients, who are not necessarily specialized in financial
matters. Any […]

372
For examples, see. RAVARANI, No. 513; and more particularly for the information obligations weighing on
bankers RAVARANI, Nos. 564-565, 578-580, 593-595 (with the assistance of I. RIASSETO).

LARCIER
Loyens & Loeff Luxembourg / Luxembourg.KM@loyensloeff.com
Chapter II - Obligations related to the Pre-Contractual Period
www.stradalex.lu - 01/03/2024

Ex. E
Page 4 of 7
CHAPITRE II
Les obligations liées
à la période precontractuelle

LARCIER
Loyens & Loeff Luxembourg / Luxembourg.KM@loyensloeff.com
Chapitre II - Les obligations liées à la période precontractuelle
www.stradalex.lu - 03/01/2024

Ex. E
Page 5 of 7
242 CONTRATS ET OBLIGATIONS CONVENTIONNELLES EN DROIT LUXEMBOURGEOIS

importantes entre des droits pourtant très proches. Un exemple

suffira à en convaincre : le droit français reconnaît depuis au moins
trente ans qu’un établissement de crédit qui demande un cautionne-
ment doit informer la caution sur la solvabilité du débiteur principal
(donc sur les risques de défaillance, entraînant l’obligation pour la
caution de payer à la place de ce débiteur) ; la jurisprudence luxem-
bourgeoise, en revanche, dans un pays où l’activité bancaire joue
un rôle économique majeur, répugne à consacrer une telle obliga-
tion d’information, et considère « qu’il appartient à la banque de
s’informer sur la situation du débiteur principal, et non à la banque
de l’en informer »371.
191. Source des obligations d’information. Au Luxembourg
comme dans la plupart des pays, c’est d’abord la jurisprudence qui a
obligé certains contractants en situation de force à délivrer des infor-
mations précontractuelles à leurs cocontractants. Ces obligations
d’information jurisprudentielle peuvent être rattachées, tout comme
la responsabilité liée à la rupture des pourparlers, à l’exigence géné-
rale de bonne foi dans la phase de formation du contrat. Leur recon-
naissance et leur étendue sont très liées aux situations de fait, et
dépendent de nombreux éléments qui se laissent mal appréhender
à travers des formules générales. Cependant, dans la période la plus
récente, le législateur est intervenu pour reconnaître à la charge de
certains contractants des obligations beaucoup plus précises à la
fois quant à leur objet, leurs modalités et leurs sanctions. Le droit
de la consommation est, au Luxembourg comme dans d’autres pays,
le domaine d’élection de ces obligations d’information législatives,
qui sont très souvent d’origine européenne, mais on les rencontre
aussi dans d’autres contrats. Contrairement à la jurisprudence qui
procède au cas par cas à partir de critères généraux, les textes en
la matière contiennent en général de longues listes d’informations
qui doivent être fournies selon les différents types de contrats, et
de la manière dont elles doivent l’être. Le projet de droit commun
européen de la vente, où les obligations d’information mises à la
charge du vendeur n’occupent pas moins de 10 pages et 15 longs
articles, en distinguant selon les modalités de la vente et la qualité
des parties offre un exemple presque caricatural de cette méthode
législative. Il est évidemment hors de question, dans un manuel de
droit commun des contrats, d’entrer dans le détail de la jurispru-
dence et des différents textes relatifs aux obligations d’information.
371
Cour d’appel, 14 mars 2001, no 21151 ; Cour d’appel, 21 janvier 2015, no 40587.

LARCIER
Loyens & Loeff Luxembourg / Luxembourg.KM@loyensloeff.com
Chapitre II - Les obligations liées à la période precontractuelle
www.stradalex.lu - 03/01/2024

Ex. E
Page 6 of 7
 LES OBLIGATIONS LIÉES À LA PÉRIODE PRECONTRACTUELLE 243

On se propose seulement d’en donner une grille d’analyse à travers

quelques considérations générales relatives au domaine (§ 1), à
l’objet (§ 2) et aux sanctions (§ 3) de ces obligations.

§ 1. Domaine des obligations d’information

192. Jurisprudence. La jurisprudence fait peser une obligation

d’information sur un contractant dans de nombreux cas, qu’il est
difficile de synthétiser en une formule générale372. Le critère de
base est celui de l’inégalité des contractants dans la connaissance
des informations importantes pour la conclusion du contrat. Même
si ce texte n’a aucune valeur normative (et n’a pas vocation à
en avoir une au Luxembourg), l’article 1129 du projet ministériel
français de 2015, repris du projet Terré, nous semble assez bien
rendre compte de l’attitude actuelle des tribunaux luxembour-
geois (comme de ceux d’autres pays) : « Celui des contractants
qui connaît ou devrait connaître une information dont l’importance
est déterminante pour le consentement de l’autre doit l’en informer
dès lors que, légitimement, ce dernier ignore cette information ou
fait confiance à son cocontractant ». Il résulte de ce texte que le
premier élément à considérer pour la reconnaissance ou la non
reconnaissance d’une obligation d’information réside dans les qua-
lités respectives des contractants : l’obligation d’information sera
le plus souvent mise à la charge d’un contractant professionnel
vis-à-vis de son cocontractant non professionnel ou consommateur,
parce que, normalement, les professionnels connaissent bien mieux
les choses qu’ils vendent ou les services qu’ils commercialisent
que leurs clients consommateurs. Mais ce critère n’est pas absolu.
D’une part, même un contractant non-professionnel a le devoir de
se renseigner sur ce qu’il achète, et de poser les bonnes ques-
tions en fonction de ce qu’il recherche dans le bien ou le service
objet du contrat, pour que son cocontractant puisse l’informer et
le conseiller utilement. D’autre part, à l’inverse, une obligation
d’information peut être reconnue même au profit d’un contractant
professionnel, s’il existe entre les deux contractants une asymétrie
d’information : un banquier, par exemple, n’est pas déchargé de
toute obligation à l’égard de ses clients professionnels, qui ne
sont pas nécessairement spécialisés en matière financière. Tout
372
Pour des exemples, voy. RAVARANI, no 513 ; et plus particulièrement pour les obligations
d’information pesant sur les banquiers RAVARANI, nos 564-565, 578-580, 593-595 (avec le
concours de I. RIASSETO).

LARCIER
Loyens & Loeff Luxembourg / Luxembourg.KM@loyensloeff.com
Chapitre II - Les obligations liées à la période precontractuelle
www.stradalex.lu - 03/01/2024

Ex. E
Page 7 of 7
 1 PROOF OF SERVICE
2 Pitt v. Jolie
Case No. 22STCV06081
3
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
4
At the time of service, I was over 18 years of age and not a party to this action.
5 I am employed in the County of Los Angeles, State of California. My business address is
1875 Century Park East, 23rd Floor, Los Angeles, CA 90067-2561.
6
On January 17, 2024, I served the following document(s) described as
7 DECLARATION OF JULIA B. CHERLOW IN SUPPORT OF SUPPLEMENTAL
REQUEST FOR JUDICIAL NOTICE AND DEMURRER TO FIRST AMENDED
8 CROSS-COMPLAINT OF NOUVEL, LLC on the interested parties in this action as
follows:
9
SEE ATTACHED SERVICE LIST
10
BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on a court order or
11 an agreement of the parties to accept service by e-mail or electronic transmission, I caused
the document(s) to be sent from e-mail address kminutelli@birdmarella.com to the persons
12 at the e-mail addresses listed in the Service List. I did not receive, within a reasonable
time after the transmission, any electronic message or other indication that the
13 transmission was unsuccessful.
14 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
15
Executed on January 17, 2024, at Los Angeles, California.
16
17
/s/ Karen M. Minutelli
18 Karen M. Minutelli
19
20
21
22
23
24
25
26
27
28

PROOF OF SERVICE
 1 SERVICE LIST
Pitt v. Jolie
2 Case No. 22STCV06081
3 Paul D. Murphy Laura W. Brill
Daniel N. Csillag Daniel Barlava
4 MURPHY ROSEN LLP KENDALL BRILL & KELLY LLP
100 Wilshire Boulevard, Suite 1300 10100 Santa Monica Boulevard, Suite 1725
5 Santa Monica, CA 90401 Los Angeles, CA 90067-4013
Telephone: (310) 899-3300 Telephone: (310) 556-2700
6 Email: pmurphy@murphyrosen.com Email: lbrill@kbkfirm.com
Email: dcsillag@murphyrosen.com Email: dbarlava@kbkfirm.com
7 Counsel for Defendant and Cross- Counsel appearing specially to challenge
Complainant Angelina Jolie jurisdiction on behalf of Cross-
8 Defendants Roland Venturini and Gary
Bradbury
9
Joe Tuffaha Keith R. Hummel
10 Prashanth Chennakesavan Justin C. Clarke
LTL ATTORNEYS LLP Jonathan Mooney
11 300 South Grand Avenue, Suite 1400 CRAVATH, SWAINE & MOORE LLP
Los Angeles, CA 90071 Worldwide Plaza
12 Telephone: (213) 612-8900 825 Eighth Avenue
Email: joe.tuffaha@ltlattorneys.com New York, NY 10019
13 Email: Telephone: (212) 474-1000
prashanth.chennakesavan@ltlattorneys.com Email: khummel@cravath.com
14 Counsel for Defendant and Cross- Email: jcclarke@cravath.com
Complainant Nouvel, LLC and Email: jmooney@cravath.com
15 Defendant Tenute del Mondo B.V. and Counsel for Defendant and Cross-
specially appearing to challenge Complainant Nouvel, LLC and
16 jurisdiction on behalf of Defendants Yuri Defendant Tenute del Mondo B.V. and
Shefler, Alexey Olivnik and SPI Group specially appearing to challenge
17 Holding, Ltd. jurisdiction on behalf of Defendants Yuri
Shefler, Alexey Olivnik and SPI Group
18 Holding, Ltd.
19 Mark Drooks S. Gale Dick
BIRD, MARELLA, BOXER, WOLPERT, Phoebe King
20 NESSIM, DROOKS, LINCENBERG & Randall Bryer
RHOW, P.C. COHEN & GRESSER LLP
21 1875 Century Park East, 23rd Floor 800 Third Avenue
Los Angeles, CA 90067-2561 New York, NY 10022
22 Telephone: 310 201-2100 Telephone: (212) 707-7263
Email: mdrooks@birdmarella.com Email: SGDick@CohenGresser.com
23 Counsel appearing specially to challenge Email: PKing@CohenGresser.com
jurisdiction on behalf of Cross- Email: rbryer@cohengresser.com
24 Defendants Marc-Olivier Perrin, SAS Counsel appearing specially to challenge
Miraval Provence, Familles Perrin, SAS jurisdiction on behalf of Cross-
25 Petrichor, Vins et Domaines Perrin SC, Defendants Marc-Olivier Perrin, SAS
SASU Le Domaine, and SAS Distilleries Miraval Provence, Familles Perrin, SAS
26 de la Riviera Petrichor, Vins et Domaines Perrin SC,
SASU Le Domaine, and SAS Distilleries
27 de la Riviera
28

PROOF OF SERVICE