In today's meeting, the Telecom Italia board of directors will not have to ratify the integration of the agenda of the meeting of April 24 with the requests of the Elliott fund, which wants to revoke the Vivendi quota directors and appoint new ones. The in fact, the board of statutory auditors has already accepted the integration requestwhich is therefore operational. The mayors' move displaced the board and Vivendi, the first shareholder of Telecom Italia.
According to a legal thesis cited by the Radiocor agency, the board of statutory auditors could not have integrated the agenda independently, except in the event of inaction by the board of directors, currently still in office. To challenge the actions of the council, the college would have had to appeal to the judge. This is why the mayors' decision would be open to challenge.
According to other lawyers cited by the same agency, however, the work of the board would be legitimate pursuant to article 126bis of the TUF, therefore the meeting will be able to vote on Elliott's proposal to revoke five directors (the sixth, Recchi, has already resigned) and appoint six new.
It is not yet clear whether Vivendi will decide to take legal action. A decisive role could be played by Franco Bernabè, vice president of the group, who will probably preside over the meeting on 24 April.
In last Thursday's board meeting, in addition to Giuseppe Recchi – whose resignation was effective immediately – seven Vivendi directors resigned effective from 24 April, thus causing the entire board to lapse from that date.
At this point, however, the scenario changed. Given the decision of Telecom Italia's board of statutory auditors, if at the shareholders' meeting on April 24 "shareholders support Elliott's proposal" to reinstate a fully operational and independent board of directors, Elliott believes that "another meeting should not take place on May 4". This is what we read in a fund communication. Elliott also expects the company "to publish the updated meeting agenda without further delay."
