The TIM board met today to discuss Vivendi’s request for a shareholder meeting and decided it can wait until the end of March.
This outcome had been widely expected and Vivendi already had its public moan written in advance. “Vivendi deplores the time-wasting tactics used by the Elliott Board members of Telecom Italia (TIM) who have decided to delay until March 29 the holding of a Shareholders’ Meeting, contrary to the company’s by-laws and the Italian Civil Code,” thundered the Vivendi release.
Just to remind you, ten out of the 15 TIM board members were proposed by Elliott and five by Vivendi. There was a time when the opposite was true and Vivendi regards that time with deep longing. That’s why it wants another vote in which it hopes to regain control of the board. If it ever is successful in that respect it will, of course, be guilty of none of the self-interested behaviour it accuses Elliot of.
“These time-wasting tactics are negatively impacting TIM’s financial results every day, as is sadly reflected by the more than 40% drop in the share price since May 4, 2018,” persisted Vivendi. “These tactics constitute a genuine denial of shareholder democracy and run counter to the most basic and fundamental principles of good corporate governance.”
Here’s what TIM announced following the meeting:
In taking this decision by a majority vote, the Board of Directors considered the motivations the shareholder has given for making this request, and the company’s interest in a (single) meeting to discuss the various issues the shareholders are called to resolve on, so as to:
- facilitate the completion of the processes to approve and disclose the strategic plan, the related impairment test on goodwill and hence the financial statements, and thus
- ensure that the shareholders have a proper and adequate information set,
while also promoting the greatest possible participation in a shareholders’ meeting, in which there is likely to be a substantial confrontation on what the industrial future of the Company is to be and on the people its management should be entrusted to.
There was plenty more but you get the gist. The Elliott-dominated TIM board has to grant Vivendi’s request eventually but it doesn’t see any reason why it should be in any hurry about it. The nature of corporate shenanigans means it can’t just say “we can’t be bothered for now” so it needs to give the decision a veneer of due process. There doesn’t seem to be much Vivendi can do about it, however, so things may go quiet on this story for another couple of months.