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The "Battle" on TIM between the French and the Americans: an Example of How Important Governance Is
TIM is the most important telecommunication company in Italy; a short time ago Vivendi acquired a percentage of the capital of less than 30% and appointed the majority of the directors, although declaring that they were not in control of the company (because in this case they would have taken on the budget and the need to dispose of the participation in the meantime acquired in a company that holds television concessions).
Now also the Elliot fund has become a shareholder of TIM, with a percentage on capital of less than 10%.
The fund, in order to demonstrate that Vivendi is in fact the controlling company of TIM, has proposed the revocation of some directors; on this resolution the shareholders' meeting should have been expressed and in doing so Vivendi would have expressed, rejecting the resolution, that it had control over TIM.
In order to avoid the decision in the shareholders' meeting and to take time (perhaps to search for alliances), the advisors appointed by Vivendì resigned but, since their resignation is not sufficient to bring down the entire board of directors, "independent" advisors are also dismissed.
This move, which reveals that such independent directors are perhaps not, has led Elliot to present a statement to Consob and it seems that even the members of the board of statutory auditors are doing the same.
We do not know how the controversy will turn out but what is happening clearly shows that, apart from large financial resources, investors must carefully examine the governance problems of the companies in which they are present in order to avoid being confronted with issues that could nullify the investments themselves.
Massimiliano Desalvi, partner of Interconsulting for more than 10 years, provides consulting and he is experienced in litigation in the areas of civil and commercial law, bankruptcy and insurance legislation.
He coordinates the team of lawyers and young professionals in order to meet and respond to the challenging client’s needs concerning legal matters or disputes.