On 27 January 2016 the Supreme Court of Cassation in Rome (Italy) ruled in favour of a group of institutional and retail investors advised by Deminor in the La Fondiaria Assicurazioni S.p.A. (“Fondiaria”) securities litigation. The Supreme Court ruled that investors who exceed the shareholding threshold of 30% of a listed company without launching a takeover bid have to compensate minority shareholders for the losses suffered. A group of bidders led by Mediobanca had paid a large premium to take a joint controlling stake in Fondiaria in 2002. If the bidders were acting in concert, they were obliged to buy out minority shareholders at a price set by Italian law. Consob, Italy’s stock market supervisory authority, ruled that the bidders had acted in concert and therefore sanctioned them for having acted in breach of Italian takeover law. Since Consob lacked the power to force the bidders to pay the mandatory buy-out price, the minorities were still deprived of the right to receive the buy-out price set by law. Deminor’s clients, who were minority shareholders of Fondiaria when the bidders took control over the company, went to court to claim compensation for the losses suffered. The bidders argued that takeover law was only intended to govern capital markets and not to protect minority shareholders. Therefore, they argued, Consob’s fine was the only possible sanction under Italian law. Italy’s Supreme Court ruled that minority shareholders are entitled to damages when bidders act in breach of Italian takeover law and referred the case back to the Court of Appeal for quantification of damages. The Supreme Court decision sets an important precedent for the protection of minority shareholders in Italy.
Written on Feb 12, 2016 by