Banking risk and heterogeneity of the cooperative banking group In this remnant of the summer, enlivened by the events of the government crisis, the last (in order of time) banking risk has not gone unnoticed, with the planned marriage between Cassa Centrale Banca and Carige, which has already had its first blessing from the ECB, with the authorization to acquire a minority stake in the former in the latter.
The debate has polarized between those who argued that the operation in question is destined to mark the end of the cooperative essence of the CCB group, re-proposing the doubts of constitutional legitimacy raised by many on the reform of the BCCs, which introduced in our ordering the cooperative banking group (Capriglione) and whoever deemed it compliant with the reform law, since the subject at the head of the cooperative banking group has the nature of a joint-stock company due to a greater latitude of interventions, in line with mutuality ( DeMattia).
There were also those who blessed the operation as a virtuous example of interaction between the institutional component (Interbank and Supervisory Fund) and the private component of the banking sector, concluding that the strengthening of the group (in the case in question, the expansion of the operational scale), also increases its individual components (Comana).
All this in the face of the perplexities raised by political exponents who would have preferred to see an internal consolidation of the CCB group, capitalizing on the synergies deriving from the union, before tackling the imposing Carige operation (Giacomazzi and Rauzi of the UPT – Unione per il Trentino) or who recalled the need that, also following the transaction, the group should have strong territorial roots, through the involvement in CCB of some local financial institutions, including those with a public matrix (Dellai), with a return of the public to the ownership of the banks, as a guarantee of a territoriality that is not sufficiently guaranteed by the participating mutual banks.
There is, however, that the operation has exacerbated the "stomach aches" (indeed never dormant) of that part of the world of mutual banks which considers the reform, beyond the petitions of principle written in the law and the reassurances of the institutions, such as the "de profundis" in the facts of the socio-economic requests expressed by the territories and the mutual nature that characterizes the CCBs.
There is no doubt that the reforms that have recently characterized cooperative banks (the cooperative banks in 2015 and the BCCs in 2016-2018) have outlined a regulatory framework in which, between the two governance models consecrated in the 1993 Consolidated Banking Act and all era endowed with equal dignity - that of the joint-stock company, based on "ownership" and the cooperative one based on "consent" - the model based on consent is confined to the "small and medium-small size" or, in any case, subordinate to that of the joint stock company, based on ownership.
Ultimately, the choice in favor of the equity model is justified with regard to the fact that the cooperative model finds a serious limit in the absence of an "owner", of a majority shareholder or several reference shareholders, to whom the The Supervisory Authority can relate to the assessment and assumption of the necessary and timely initiatives pertaining to recapitalization interventions, to which transfers of control of the bank in crisis are also connected or not.
The logic of the "primum vive" constituted the "dominant reason" which in the reform, through the affirmation of a shareholding parent company, led to the loss of autonomy and the discoloration of the mutualist characteristics of the BCCs, in function of their own salvation, having different ways (the IPS) are considered unsuitable, even possible (Rossano D.). In the reform, therefore, it is the shareholding parent company that should constitute the lifeline to allow the perpetuation of the CCB system on the market.
In this context, considering in any case that the constitutional limits of art. 45 of the Charter, I have elsewhere argued that with the reform of the cooperative banking group we have moved on to a new dimension of mutuality, from mutuality understood in the traditional sense, as management of service in favor of the members, referring to the mutual exchange carried out in the social sphere of each BCC, to an institutionalized "systemic mutuality". In this sense, the latter refers to the exchange and the mutual advantage achieved by each BCC as a member of the group, therefore destined to reflect and expand on the social structures of which they are an expression. Certainly, this innovative vision of the cooperative logic appears to be far from the one originally hypothesized by our legislator, when he founded its essence on the "provision of service" which expresses (and realizes) the mutual advantage for the members of the cooperative society.
It follows that, while wanting to adhere to said construction, it appears in any case limited to the circumstance that the interventions of stabilization and capital strengthening of the parent company remain confined within the BCC group and functional to it; where instead today the CCB-Carige operation extends the logic of the "primum vivere", outside the perimeter of the mutual banks of the group, substantially committing their resources to the rescue of banks established in the form of joint-stock companies.
There is no doubt that this is formally permitted. The perimeter of the cooperative banking group includes, in addition to the parent banking company incorporated in the form of a joint stock company, the adhering BCCs with which the membership agreement was stipulated, but also "the banking, financial and instrumental companies controlled by the parent company", for the which the signing of the membership agreement is not envisaged and in respect of which the management and control activity of the parent company is exercised by virtue of the shareholding relationship, similarly to what happens in non-cooperative banking groups.
But the potentially "hybrid" nature of the cooperative banking group deserves specific study - whose "affiliates" can be such by virtue of shareholding relationships or by virtue of the membership agreement - in which there are no limits to how many "may be ” or how much the banking spas controlled by the parent company “can weigh”. In addition to significant coordination problems in the competition of the two different group disciplines, this hybridization risks having a decisive impact on the management policies of the holding company, above all where the lucrative component of the group assumes a particular relevance, reaching the definitive decline of the cooperative component and mutualist.
In other words, which component will the parent company tend to favor, faced with alternative management choices? By way of example (but many others could be used), if, as a result of the merger process, Carige and a local BCC find themselves having branches in the same municipality, which (of these) would be closed? Ceteris paribus, it seems logical to believe that the equity component of the group will tend to be favoured, as the controlled banking spas transfer profits to the parent company, against the limits established for the affiliated CCBs. And this preference would also have the blessing of the Supervisory Authority, considering that the latter concentrates responsibility for the overall stability of the group itself in the parent company.
It could be objected that the directors of the parent company, as an expression (for all or in any case in the majority) of the mutual banks, are guardians, by virtue of the mandate received, at least of equal dignity in the event of potential conflicts between the two components of the group.
It should also be considered that, once appointed, the directors of the parent company (also with regard to any liability actions), since the parent company is a joint stock company, are always induced to pursue a lucrative logic, otherwise having to answer for their work; without then considering that, where there are also minority directors in the parent company, expression of lucrative components, the obvious intention of the latter to favor choices that transfer profits to the parent company, could be settled with the consent of those directors, expression of the less performing mutual banks , which see their quicker and more immediate salvation in the greater transfer of profits to the parent company, all to the detriment of the more virtuous mutual banks.
Beyond the economic advantage for CCB of the Carige operation, the risk is therefore, at least over time, the heterogeneity of the group, which was born as a cooperative and grows as (becoming) lucrative (having to imagine that new authorizations will hardly be issued to the creation of new CCBs). In the face of this risk (unless you opine whether it is a risk or a desired effect), what are the possible remedies? In a compensatory logic, also suggested (Capriglione), facilitate the exodus (today in fact almost precluded) to another cooperative banking group? Introduce limits to the hybridization of the cooperative banking group? Rethinking the reform by opening up to alternative solutions such as IPS?
Certainly, the safeguarding of what remains of banking mutuality is in any case conditioned by the expansive vis-à-vis of the pragmatism underlying the "dominant reason" of the "primum vivere"; this with the consequence that in an increasingly concentrated banking market - in which the solution of crises becomes increasingly articulated and complex - the presence of players such as the parent companies of cooperative banking groups represents an opportunity in relation to the shortage of "white knights" .
And on the horizon it cannot be ruled out that a historic armistice is looming, a marriage between Ghibelline Siena and the Guelph world of the BCCs, when the Treasury, in relation to European constraints, will be called to divest its controlling interest in Montepaschi.
