Countdown to the long-awaited Generali meeting to be held on Friday in Trieste and which is certainly the most important event of the year in Italian finance. It will have to be decided who will govern Leone, one of the few large Italian groups, in the next three years with international significance and a significant portion of our public debt in the portfolio. It will be up to the list of the outgoing board of directors, supported above all by Mediobanca, which has its main point of reference in the CEO Philippe Donnet or that of Caltagirone, also supported by Del Vecchio and Crt, which candidates the former top manager of Generali, Luciano Cirinà, for the position of CEO, and the former banker of Goldman Sachs and former president of Cdp, Claudio Costamagna, for the presidency. The two lists, which start from a base close to 20% of the capital, presented their teams and their plans: in the name of continuity and the enhancement of the results already achieved in all these years that of Donnet and in the sign of change of governance and more challenging objectives but all to be demonstrated that of Caltagirone.
Who will win at Friday's assembly? The real arbiters will be institutional funds
Who will win the challenge of the year on Friday? Difficult to hazard predictions until the last vote of the assembly. But two elements play in Donnet's favor: 1) the favorable opinion of his plan and his list expressed by the proxy advisors ISS and Glass Lewis who invited institutional funds to vote in favor of the outgoing board's list; 2) the fact that some large international funds have already begun to pronounce themselves in favor of the Donnet list, starting with the famous Norwegian sovereign wealth fund and a large group of American funds, including Calpers, which is the largest pension fund in the States.
This does not exclude the maximum uncertainty regarding Friday's vote, not only because it will be necessary to see how everyone will orient themselves institutional funds, Italian and international, which hold around 30% of the capital but also retail (private savers) which holds around 20% of Generali.
If the list of the board of directors wins with a difference of less than 6%, Caltagirone is ready to open the dispute over the Mediobanca securities loan
But it is said that the great challenge really ends on Friday. Arguing with Generali shares temporarily loaned by Mediobanca, Costamagna has already put his hands forward arguing that if the board's list does not win with a difference of at least 6%, it would in fact be delegitimized "because it would be unacceptable for the board's list to be elected with a gap of less than 6%, given that the day after that 6% of votes would disappear" because the Mediobanca and De Agostini bonds expire" In this case it is probable that the a lengthy legal dispute or that, in a few months, Caltagirone will ask for an extraordinary general meeting to try to overturn the top management. But that's not all on the horizon. Because the battle of Generali, however it turns out, is destined to make school and a raise regulatory and governance issues which will be debated for a long time.
Related parties and the case of Banca Generali
Not surprisingly, after the controversy over Mediobanca's securities lending and Caltagirone's securities partially subject to lien restrictions, on whether or not a list of the outgoing board of directors should be listed if it does not receive the consent of the entire board and if in the company's capital there is a reference shareholder and other shareholders in competition, yesterday held the thorny issue of relationship between Generali and related parties (primarily Mediobanca) because Caltagirone claimed that in recent months the institute of Piazzetta Cuccia had made an offer for take over the profitable Banca Generali. But the Leone top management categorically denied that such an offer ever reached Generali's table, arguing that therefore it is not clear how there would have been conflicts of interest to the benefit of Mediobanca.
The list of minorities and the Assogestioni case
Another issue, not merely theoretical, that the battle of Generali has brought to a head is that of the so-called Assogestioni minority list, the third list between that of the board of directors and that of Caltagirone, presented by the association that brings together mutual funds and asset management companies. These are institutional investors and the birth of the minority list was legitimized on the occasion of the privatizations of the 90s and then extended to all listed companies in 2004. However, since then these investors – as also in the case of Generali – have grappling with a dilemma: on the one hand they have invested in a company because they trust its management, but on the other hand they vote for a list that is not that of the board of directors but that of the minority of Assogestioni which has the task of check the managers themselves. It is no small paradox and it is a paradox that sooner or later will have to be resolved and that the battle of Generali bequeaths.
