Delfin heirs seek governance changes as tensions test stability of Del Vecchio holdings

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Delfin heirs seek governance changes

Highlights

Three of Delfin's eight shareholders have petitioned a Luxembourg court to reduce the board composition change threshold from unanimous to a two-thirds majority.
Governance disputes and profit distribution frustrations at Delfin, which reported 1.5 billion euros in 2025 profit, are creating volatility for key portfolio companies like EssilorLuxottica and MPS.
Heirs have begun transferring Delfin holdings into separate investment vehicles, with two already moved and three more planned, signaling potential long-term shifts in ownership structure.

Luxembourg court push targets Delfin board rules

As reported by Reuters, three of Delfin's eight shareholders have asked a court in Luxembourg to amend a bylaw that currently makes changes to the board's composition dependent on a unanimous shareholder decision, according to two people close to the matter. The proposed revision would lower the threshold to a two-thirds majority, equal to the votes of six shareholders.

Since the death of Luxottica founder Leonardo Del Vecchio in 2022, Delfin has been managed by an independent board with fixed terms and governance protections that largely limit direct influence from the heirs. Del Vecchio split Delfin equally among his six children, his widow and her son from another marriage, leaving each with a 12.5% stake.

The latest challenge is being led by Paola and Luca Del Vecchio together with fellow heir Rocco Basilico. Under the structure left by Del Vecchio, key decisions remain in the hands of the board unless all eight heirs, or at least a very broad coalition among them, can agree.

Frustration has also grown over profit distributions, with shareholders unable to secure the enhanced majority needed to lift a 10% cap on payouts. Delfin's 2025 profit totals 1.5 billion euros, while some heirs continue to push for more flexibility over the group's capital and governance arrangements.

Portfolio implications reach EssilorLuxottica and MPS

Analysts say the governance dispute could spill into Delfin's investment portfolio, where the holding company is a key long-term shareholder in several major Italian businesses. Bernstein said in a note last month that governance concerns at Delfin have already spilled over onto EssilorLuxottica.

Delfin is chaired by EssilorLuxottica CEO Francesco Milleri, a longtime close aide to the late Del Vecchio, while Romolo Bardin serves as chief executive. Bernstein analysts say continued clashes over Delfin's governance could distract EssilorLuxottica management as the company deals with a sharp fall in its share price.

Instability at Delfin is also widely seen as a factor in the vehicle's decision to support a takeover bid for MPS by Intesa Sanpaolo. Bankers say MPS's defence strategy is too complex and risky to pursue without a united front, and MPS shareholders are expected to reject that plan on Thursday after it loses Delfin's backing.

Pressure on the board has also been building through other channels. In June, Delfin shareholders secured the appointment of two board observers who must be invited to all meetings and can join discussions without voting rights, while Leonardo Maria Del Vecchio has unsuccessfully tried in recent months to buy out two siblings to break the deadlock.

Shareholders have already removed earlier restrictions that prevented them from transferring Delfin stakes into outside investment vehicles. Two heirs have already moved their holdings into separate corporate structures and three more are set to follow, a shift that could reshape Delfin's ownership structure over the long term.

Our earlier article on activist pressure on Big Yellow explained how two hedge funds built roughly 4% stakes each and pushed the UK self-storage group to review strategic options, including a potential sale, arguing the shares were undervalued. We also noted that the campaign gained traction as the stock traded near multi-year lows despite solid results, against a backdrop of broader consolidation across UK listed real estate.

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