The Court of Milan decided and accepted the appeal filed by Tim-Vivendi against the proposal to integrate the agenda of the shareholders' meeting of 24 April. By rejecting the requests of the Elliott Fund, which requested the revocation of six directors and proposed to replace them with another 6 new directors, the Court de facto scored a point in favor of the French controlling shareholder.
The fund's comment by Paul Singer was punctual: "Today's decision is a mere delay of democracy and not a denial of it: the shareholders will express their will at the shareholders' meeting on May 4th".
Going back to the Court's decision, for the renewal of the Board of Directors, a point on which it is underway a bitter battle between the American Fund and the French group, everything moves to the assembly - already convened - for May 4th. The judge "orders the suspension of the effectiveness of the contested resolution, adopted by the board of statutory auditors of Tim on March 27, 2018, integrating the agenda of the shareholders' meeting called for April 24, 2018".
These are the arguments written by the civil judge Elena Riva Crugnola: the resolution of the board of statutory auditors which supplemented the agenda of the Telecom assembly of 24 April is not valid as it is "contrary to the legal and conventional rules" and must be suspended as it would lead to the "conduct of a meeting in contrast with these rules and liable to lead to invalid resolutions". The presentation of en bloc resignations of the Tim directors - against which the US fund had intervened precisely with the support of the board of statutory auditors of the Italian telephone group - is not "clearly unjustified" and "nor does it appear to be unequivocally aimed at pursuing an of damages,” against Elliott. The only effect of the resignation, observes the judge, is "that of always involving the remission to the meeting of the choice of members" of the Board. This is the decision issued today, Monday 23 April, on the eve of the shareholders' meeting of Tuesday 24 April which will take place anyway but only to examine, and it is quite paradoxical at this point, the appointment of a director (Amos Genish, CEO of the group), 2017 accounts and remuneration report, incentive plan, appointment of the board of statutory auditors .
In her decision, the judge also cited the assessment expressed by Franco Bernabè (independent vice president of Telecom Italia and current "regent" following the resignation of the French-appointed directors) last Friday during the hearing. He - reports the magistrate - "underlines that the conflict triggered is potentially productive of damage to the institution, whose structure requires cohesion, for this reason a clarifying ruling by the court is essential".
(Updated at 14.52pm on Monday 23rd April).
