Legal war in Ita Airways between Marchetti and Zoppini
What hides the internal legal war at Ita Airways between Marchetti (Bocconi of Milan) and Zoppini (Roma Tre) over President Altavilla (torpedoed by the government). Luigi Pereira's article
In the world of law firms in Italy, but not only in that, Piergaetano Marchetti is more than a totem. When in Milan the good living room of finance was at its peak and the power of money had reached the maximum of his experience, the Milanese lawyer was at the center of all corporate intertwining, of the main maneuvers in financial holding companies as well as of all deals at Piazza Affari. For heaven's sake, Marchetti is still a big hit; yet, in a very recent game, which was played in the buildings of the capital, he lost an important legal battle. The game in question is that relating to the proxies of Alfredo Altavilla , president of Ita Airways. On Wednesday, the board of directors of the air carrier, controlled by the state through the Treasury, withdrew all of Altavilla's powers.
The issue was legally complex, because Altavilla claimed that the revocation of the proxies was a prerogative of the shareholders' meeting and not of the board of directors. A thesis corroborated, in fact, by an evaluation put in writing by Marchetti. Which, this time, was defeated in an unprecedented legal match between Milan and Rome. The Treasury, in fact, had an opinion prepared by the lawyer Andrea Zoppini, one of the most important and appreciated company lawyers, whose office is in the capital. However, it was not just a challenge between cities, but also between universities. If Marchetti is a Bocconi emeritus, Zoppini is full professor of civil law at the Roma Tre University.
According to what Aldo Fontanarosa reported on Repubblica.it , in his pro veritate opinion, Zoppini argues that: the conferral of proxies falls within the typical responsibilities of the Board; the same powers, as they were assigned, can also be revoked by the Board of Directors; the decision of the Board of Directors to withdraw the proxies (in this case to Altavilla) is an "unquestionable" act; this revocation can take place at any time "even in the absence of just cause"; and the revocation can be decided even if the issue is not on the agenda of the Board of Directors; conversely, the shareholder "has no competence in this regard". Marchetti – who underlines the still "provisional" nature of his note – instead argues that: the resolution to revoke the powers of Altavilla has "illicit content"; and "configure the case of non-existence" and nullity; the shareholder, as he assigns the proxies in the Shareholders' Meeting, is the only one who can revoke them; the Board of Directors cannot claim the right of revocation and thus penalize the shareholder; the agenda of the BoD is composed only by the chairman; in this the president has exclusive competence.
Does the question end there? No. The board of statutory auditors in fact declared "non-existent" the resolution approved last Wednesday by the majority of the Ita Airways Board which had removed the operational powers of the executive chairman, Alfredo Altavilla, to assign them to the CEO, Fabio Lazzerini. According to the board of statutory auditors – Il Sole 24 Ore writes today – “the decision passed on the proposal of the six resigning directors expressed by the Mef« is not attributable to the resolutions of the Board of Directors »; the invitation addressed to the Board is "to meet again or to postpone the discussion of the matter to the meeting" of 8 November ".
In essence, for the control body of the airline it is as if the resolution had never been voted on, so there are two options: to reunite the Board of Directors to cancel it or to discuss the matter in the shareholders' meeting, which already has the proxies on the agenda.
The scazzo continues.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/smartcity/ita-airways-marchetti-zoppini/ on Sat, 15 Oct 2022 05:57:25 +0000.