Why the government and Ita Airways download Altavilla

13 October 20222 years ago babelfish

The Board of Directors of the airline controlled by the Ministry of Economy removed all operational powers from the executive president, Alfredo Altavilla, to assign them to the CEO, Fabio Lazzerini. Facts, rumors and insights.

Ita Arways leaves president Altavilla on the ground with the approval of the winter.

The resolution to revoke the powers of the effective president of Ita Airways, Alfred Altavilla , decided yesterday by the board of directors of the company, is legitimate and immediately operational . According to what is learned, the Ministry of Economy and Finance confirmed the cancellation of the proxies to Altavilla in a letter sent to the president himself and to all the other directors of Ita. It would therefore not be necessary to wait for the shareholders' meeting of 8 November to validate the decision. The Mef is the sole shareholder of Ita.

But what happened?

The board of directors of the airline, which met yesterday to approve the half-yearly accounts (at a loss), removed all operational powers from the executive chairman Alfredo Altavilla to assign them to the CEO Fabio Lazzerini.

"The six directors representing the Mef, with the support of the CEO, Fabio Lazzerini, yesterday in the last council before the arrival of the new government approved the transfer to Lazzerini himself of all the powers held by the executive president, Alfredo Altavilla" , writes the Sole 24 Ore .

In particular, the president was deprived of the delegation on strategic operations, namely the one to negotiate the sale of the former flag carrier owned by the Italian state.

"However, a judicial dispute is looming" says the Confindustria newspaper, "because the lawyers of Altavilla contest the legitimacy of the decision of the directors to vote on a point that was not on the agenda of the Board of Directors, arguing that it is the task of the assembly of the shareholders (Mef), the decision to remove or not the powers of the executive chairman has been called for 8 November ".

But the position of the Ministry of Economy leaves no room for misunderstanding.

All the details.

THE PRIVATIZATION DOSSIER

According to Il Messaggero , most of Ita's board of directors accused Altavilla of slowing down negotiations with Certares “.

In fact, last August 31st the Treasury chose : exclusive negotiation started to sell a majority stake in Ita Airways to the consortium made up of Delta, Air France-KLM and the US fund Certares. The consortium beat the rival offer submitted by MSC and Lufthansa. However, the MEF had to extend the talks until October after not meeting the September 30 deadline for an agreement. According to Reuters sources, Certares is ready to pay 350 million euros for a 50% stake plus one share in the capital of the Italian airline. The offer also includes a capital increase of around € 600 million, which would be launched sometime after the transaction closes, Reuters added.

WHO ARE THE SIX ADVISERS (RESIGNARIES) OPPOSITORS OF ALTAVILLA

“The six directors of Ita appointed by the Ministry of Economy, which is the sole shareholder of the carrier, move against Altavilla. For transitive ownership, therefore, the clash is between Altavilla and the ministry itself ”, the Republic already reported on 8 October.

The directors (who resigned since last March) Lelio Fornabaio, Alessandra Fratini, Cristina Girelli, Simonetta Giordani, Silvio Martuccelli and Angelo Piazza presented and approved the resolution revoking the powers of President Altavilla.

THE ACCUSATION MADE TO THE PRESIDENT OF ITA

"At the origin of the initiative of the six councilors – reconstructs Il Sole 24 Ore – there is the letter of the Mef of 29 September which requested more collaboration from Ita, to allow all members of the consortium led by Certares to access to information on the profitability of the routes. Altavilla in the reply had explained to the Mef that he had agreed with the three members of the consortium, in compliance with the European Antitrust regulations, direct access to all information for Certares, as an equity partner not a direct competitor of Ita. While for the two competitive commercial partners of the airline, mediated access has been established, via advisor to sensitive data ”.

According to Repubblica , in the two reply letters to the Treasury, “The executive president has claimed the legitimacy of the conduct of Ita Airways. According to Altavilla, only the Certares fund is entitled to receive all the data on the health of the carrier for sale (including those on the routes). Certares, on the other hand, has undertaken to enter Ita's shareholding structure with a 51% stake and has consultants, legal and financial advisers at his side ”.

But the answers must not have convinced the six directors of the Mef who contest the management of the negotiation by Altavilla and the lack of involvement of the corporate bodies. "On the part of Certares, which has pledged a total of 950 million, the hope is that the legal battle on the board will not prejudice the negotiation", stresses the Confindustria newspaper. Just tomorrow the "expert session" is scheduled between Certares, Ita and Delta, reports the Corriere .

THE (CONTRASTING) OPINIONS OF THE LEGAL EXPERTS

Both Corriere and Repubblica report that the six councilors go straight on their initiative. Strong, according to them, also of an opinion pro veritate of the professor Andrea Zoppini which supports the legitimacy of the vote even if the point was not on the agenda. In fact, the six argue that the Board has the power to assign and remove proxies. “Everything revolves around paragraph 11 of article 11 of the statute of Ita which establishes that it is the board of directors that assigns the powers to the president but« subject to a resolution of the assembly »” Corriere della Sera explains.

However, "The independent councilor Frances Ouseley, an expert in air transport, has not expressed herself on the matter", adds the Corriere . “The resolution was then approved with the wording“ on the spot ”so that it is immediately effective. Operation guaranteed also by the Ita Airways Statute and above all by article 2381 of the Civil Code ”added Repubblica .

FINISHED THE DIARCHY FOR THE AIRLINE?

Yesterday, therefore, the Board of Directors stole the powers from Altavilla which are transferred to the CEO Fabio Lazzerini (expression of the Mef), already holder of relevant powers. This would put an end to the diarchy that has hitherto governed the airline.

"But according to what is learned from government sources, the decision will be frozen until the assembly on November 8" reveals the Agi . “The Government's orientation would in fact be to give the assembly the possibility of giving its opinion, which would then be called upon to express its opinion on the revocation”.

This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/smartcity/perche-governo-e-ita-airways-scaricano-altavilla/ on Thu, 13 Oct 2022 13:37:12 +0000.