Mediobanca, from Delfin’s entry to the clash at the assembly. The stages of a difficult coexistence | EUROtoday

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(Il Sole 24 Ore Radiocor) – The Mediobanca assembly scheduled for 28 October might be a essential level for the future of the Piazzetta Cuccia establishment. After the failure of the negotiations which may have led to the presentation of a unified resolution for the renewal of the board of administrators, barring any surprises, two lists will clash: the one developed by the outgoing board led by the CEO. Alberto Nagel and that, formally a minority however with the potential to upset the current steadiness, of the first shareholder Delfin. This will lead to a showdown after years of kind of peaceable coexistence, which started in 2019 with the shock entry into the capital of Piazzetta Cuccia of the holding firm based by Leonardo Del Vecchio.

2019: public firm o non public firm?

At the finish of 2018, what remained of the historic shareholder settlement that for many years ruled the then parlor of Italian finance was dissolved. This is doubtlessly an epochal turning level: consistent with the needs of the administration itself, Mediobanca is on its method to changing into a true public firm managed by the market. In November 2019, the identical former largest shareholder, UniCredit led by Jean Pierre Mustier, dedicated to a slimming remedy by the sale of all belongings not thought of “core”, exited the capital totally. A choice welcomed by Nagel, who feedback positively on the development in the presence of institutional buyers and hopes for “a progressive normalization of the shareholding structure” in a “direction more similar to that of listed banks in Europe”.

2019: Dolphin in Piazzetta Cuccia

Only a few weeks earlier than the exit of UniCredit, on 17 September 2019, Delfin with out warning entered the capital of Mediobanca, with an preliminary share of 6.9% and an funding of over 500 million. Del Vecchio’s first declarations are belligerent (“I expect a new industrial plan that does not base Mediobanca’s results only on Generali and Compass, but projects a future as an investment bank”), however the tone step by step fades, till it reaches to the specific appreciation, in parallel with the strengthening of the share, which in November rose to 10% and made Delfin the new largest shareholder.

2020: «Financial buyers», the dedication with the ECB

In the spring of 2020, Delfin obtained authorization from the ECB to improve up to 20% of the capital of Mediobanca after having assured Frankfurt that it needed to act as a “financial investor” with out exercising any management over Piazzetta Cuccia. Otherwise, on the different hand, the holding would have risked ending up beneath the direct supervision of the ECB and having to adjust to the identical prudential necessities required of banks. Delfin thus reaches the present 19.9% ​​of the capital.

2021: first skirmishes over governance

In view of the October 2021 assembly, Delfin is asking to amend the statute to remove some governance clauses, particularly the one requiring the future CEOs and normal managers of Mediobanca to be chosen from amongst those that have already been employed by the establishment for at least three years . The case is resolved with none actual clashes, on condition that the board of administrators presents its personal reform proposal which incorporates the adjustments desired by Delfin and likewise will increase the seats on the board reserved for minorities. Del Vecchio’s holding then withdraws its request and votes with the board.