Mediaset makes changes to minority board representation

In a decision that has been interpreted as a pre-emption of any move by Vivendi to secure board representation, Mediaset has convened an extraordinary shareholders meeting next month that will discussion changes in the way board members are appointed.

The meeting will discuss an amendment to Article 17 governing the way minority shareholders are represented. The board will have a minimum of seven and a maximum of 15 members. If the board has between seven and 11 members, minority shareholders will be represented by two board members, while in the case of a larger board of between 12 and 15 members, minority shareholders will have three representatives.

The net effect of the changes will be to give more power to Mediaset’s controlling shareholder, Fininvest. It will replace the current system, which provides for proportionate representation of minority shareholders. Vivendi last year secured a 28.8% stake in the company in a series of audacious purchases that alarmed Mediaset’s controlling family, the Berlusconis. Mediaset and Vivendi have been locked in a protracted legal battle over the latter’s decision to pull out of an April 2016 agreement that would have seen it take over Mediaset’s loss-making pay TV arm, Mediaset Premium.

Italian regulator ACGOM ruled earlier this year that Vivendi could not simultaneously hold major stakes in Mediaset and Telecom Italia, forcing the French media giant to commit to reducing its stake in the broadcaster. Vivendi has proposed transferring its holding above the 10% threshold mandated by the regulator into a blind trust. A final decision on the case is not expected until the spring.

According to various reports, Vivendi and Mediaset have been edging towards a deal that will end their dispute, with one possibility involving collaboration around Vivendi-owned Canal+’s JV with Telecom Italia, in which Vivendi is the main shareholder.

However, Mediaset CFO Marco Giordani recently said that the Italian broadcaster had not received any proposal from Vivendi to date.