In a statement quoted by Reuters, the regulator said that “a common assumption for both forms of control (legal and factual control) is the availability of voting rights in such a way as to have a majority in ordinary assemblies and, therefore, the possibility of a majority being elected not all of the directors and the possibility of a general management address through the annual approval of the budget.
“In other words, the detection of control depends on the ability of the equity package to direct the will of the ordinary shareholders’ meeting. The law, on the other hand, does not consider it necessary for the existence of control to be the dominant influence on the extraordinary meetings.”
CONSOB also said that “the prevailing doctrine has stated that control should no longer be considered as static or formal control, tied to ownership of the shares, but a control linked to the effective management of the company.”
Commenting on the stability of the audit, CONSOB said that the existence of factual control will be cobsolidated over a two to three year period.
Referring to the shareholders meetimg on May 4, CONSOB noted that Vivendi had “acquired such control in a relatively stable manner. In fact, with the appointment of a majority of directors, Vivendi acquired for three years the power to determine the decisions of the administrative body to which the company’s ordinary management belongs exclusively.”
Vivendi has indicated that it contests CONSOB’s interpretation and will appeal against it in the relevant courts.
The French company currently holds a 24% stake in Telecom Italia.
It faces the prospect of the Italian government exercising “golden powers” that range from a fine or imposing conditions or vetoing decisions considered a threat to national interests.