Milan — The Del Vecchio family does not want to be seen as quarreling over the wealth left by their father and, as the heirs of Berlusconi have already successfully managed, set about resolving the contradictions that have arisen so far. The last three months have actually served the six heirs (children Claudio, Paola, Marisa, Leonardo Maria, Luca and Clemente) and the two legates (Nicoletta Zampillo and Rocco Basilico) to reunite and rediscover their lost solidarity. Now the goal seems closer, given that seven of the eight have agreed, if only verbally, to make two changes to Delfin’s bylaws that would pave the way for a succession deal.
Luxottica founder Leonardo Del Vecchio left most of his assets to the Luxembourg holding company Delfin, including 32% of multinational eyewear company Essilux. And he envisioned that this company would be managed completely autonomously by a board of five people, excluding any interference from the eight shareholders, that is, his six children, his last wife Nicoletta Zampillo and her first son Rocca Basilica. Del Vecchio also stipulated that these rules could only be changed with the unanimous consent of all eight members.
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And so in the last pre-Christmas video conference, everyone except Marisa agreed to appoint a Luxembourg lawyer to make two changes to the statute. The first concerns the term of office of Delfin’s board and directors, which would no longer be for life but would expire every three or four years. In this way, the actions of Delfin’s directors and board of directors should align with the interests of shareholders and develop a dialectic between management and shareholders that currently does not exist.
The second point that would be adjusted concerns the distribution of dividends. Currently, the articles of association provide for a 6/8 majority to determine the amount of profit to be distributed. If there is not such a majority, we proceed with a minimum amount of 10%. Here, the heirs’ idea is to increase the minimum distributable threshold to 30-40% so that profits can flow more abundantly into the shareholders’ pockets even in the absence of an agreement to distribute a higher amount. But always taking into account the amount of the debt.
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For example, last summer the record profits of Essilux that flowed to Delfin (640 million) ended up going to the shareholders at least 8 million each (10% of the total), precisely because the three shareholders Luca, Clemente and Paolo opposed it. While at the end of November, the eight shareholders of Delfin could collect 35 million each in the form of an “interim dividend”, independently decided by the board of directors without the need for shareholder approval. Money that could be used to pay inheritance taxes when it arrives in a few months, which could be over 100 million.
The deal would have the effect of unlocking the entire inheritance and resolving the doubts of the three children, Luca, Clemente and Paola, who received the inheritance with the benefit of the inventory. But without Marisa’s approval, the deal can’t be made, though at that point all the responsibility would fall on her, who at this point seems adamant about changing the provisions left by her father.
We will see in the coming weeks whether Del Vecchia’s heirs manage to find the right solution before Essilux’s April meeting, which will have to appoint a new board of directors for the Paris-listed company. Under the current rules, it is effectively up to the Delfin shareholder (32%) to submit a majority list, whose members will be voted on one by one at the general meeting. Delfin’s Board of Directors, composed of Francesco Milleri (President), Romolo Bardin (CEO), Mario Notari and two Luxembourg experts, will therefore present a list which Milleri should be confirmed as president and CEO of Essilux, Notari as an advisor and several new additions of Italian managers working in the group. In addition to employee representatives and Caisse des Depots funds, smaller shares are present in the shareholder register. No member of the Del Vecchio family will be nominated to the Essilux board of directors. Eight shareholders will not be able to participate in the creation of the list in any way, which is the exclusive responsibility of the board of directors. However, if the agreement to change the statute came before the meeting, certain doubts would creep in.