François Garcin sues MARA for €11M over unpaid Exaion fees

François Garcin, the executive that MARA Holdings (NASDAQ: MARA) hired to build its European business and win French sign-off to buy EDF’s Exaion, has sued the company in a New York federal court. 

Garcin filed a 40-page complaint, claiming more than €11 million in unpaid fees. The case was filed in the Southern District of New York and reported by the French Bitcoin institute INBi. 

Why is Francois Garcin suing MARA Holdings?

François Garcin was hired as an executive by MARA Holdings (NASDAQ: MARA) to lead its European expansion and secure French approval for the Exaion takeover, but now he is suing the company for more than €11 million ($12 million), which he claims it refused to pay after terminating his contract in March.

Garcin’s contract was signed on June 22, 2025, and it gave him exclusive authority over what the filing calls “Project Nebula.” This included the Exaion purchase and planned joint ventures with French energy firms. His pay package included an advisory fee of €2.4 million and a success commission of 4% of MARA’s total investment in Exaion.

The deal closed on February 20, 2026. MARA paid roughly €148 million (about $168 million) for a 64% stake in Exaion. As part of the transaction, Xavier Niel’s NJJ took a 10% stake in MARA France, and Niel and Thiel both joined Exaion’s board.

Under the contract terms, Garcin was owed a commission of about €5.92 million (around $6.4 million). He also says MARA still owed him €1 million (about $1.08 million) of his advisory fee. 

Just two weeks after the deal closed, on March 6, MARA terminated Garcin’s contract without paying the commission or the remaining fee. MARA told Garcin the dispute was over a VAT tax issue, but Garcin’s filing rejects that explanation. 

He points out that MARA had already paid seven months of his earlier invoices, and those invoices included French VAT without any complaint. The company has not yet filed a response in court. 

Why was the Exaion deal so controversial in France?

Garcin explains in the 40-page lawsuit that MARA hired him to convince the French President and other French stakeholders that MARA’s arrival in France “was not a Trojan horse.” 

The company brought on Gérard Mestrallet, the former chief executive of French energy giant Engie. According to the filing, Mestrallet told a senior French official that MARA planned to invest “about €4 billion over three years” in French data centers. 

MARA confirmed Mestrallet’s appointment as senior advisor in an August 25, 2025, press release. The same release named Garcin as General Manager of Europe and announced MARA’s new European headquarters in Paris.

Despite the company’s efforts, there was still significant political resistance. Former Economy Minister Antoine Armand asked the government for clarification on the deal the very day the deal was announced, August 11, 2025. 

Over the next several months, politicians from across the French political spectrum voiced concerns, like Éric Ciotti, who warned about losing French sovereignty over critical infrastructure. 

David Lisnard attacked the non-compete clause that EDF was forced to accept. While Marine Le Pen, Jean-Luc Mélenchon, and Manuel Bompard all raised questions about the deal.

In October, lawmaker Philippe Latombe wrote an op-ed criticizing the takeover, and the Economy Minister ordered an economic-security investigation soon after. In December, French parliamentarians referred the deal’s terms to the country’s financial crimes prosecutor.

The French Treasury eventually sent a letter clearing MARA to take control. But that letter said EDF’s two-year non-compete clause would stay in place, angering many critics even more. 

France briefly paused the acquisition in early February over national-security concerns, sending MARA shares down 13.3% at the time. Finally, on February 20, the French government revised the terms and removed the non-compete and non-solicitation clauses. It also brought Xavier Niel’s investment firm, NJJ, into MARA France’s capital.

The lawsuit also claims MARA secured an invitation to the Choose France summit, an annual event where global companies meet with French leaders. Garcin’s filing says the invitation came through “a very small exception,” suggesting it was not a standard approval.

The filing states that Garcin met with former President François Hollande on January 19, 2026, and just 60 minutes after that meeting ended, a provisional government authorization for the Exaion deal was issued. 

The complaint also includes internal messages that reveal the company’s attitude, like one note from MARA’s CEO, Fred Thiel, in which he praised “the conquest of Gaul.” Another message in a WhatsApp group that included Thiel said “Make MARA Great Again!”

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