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Vivendi in move to reverse Elliott control of Telecom Italia

Vivendi has taken a step towards forcing a resolution of its battle with hedge fund Elliott Advisors for control of Telecom Italia (TIM) by calling for a shareholders’ meeting to appoint new financial auditors and replace five board members from Elliott’s slate of 10 that the French media giant says were involved in decisions that broke normal governance rules.

Vivendi said it would write to the board before the end of this week urging it to convene a shareholders’ meeting “as soon as possible” to appoint new auditors and replace the five Elliott board members.

Vivendi condemned the decision of the Telecom Italia board on December 6 not to convene a shareholders’ meeting to vote for the appointment of new auditors, which it said went “against all the rules of proper corporate governance and is a source of disorganisation”.

Under Italian law, shareholders with stakes over 5% in public companies can call for a shareholders’ meeting to be convened – but only after a delay of 40 days.

Vivendi’s latest intervention follows the forced removal of Amos Genish, the Vivendi-backed CEO of the telco, in November and his replacement by Alitalia president and former Wind CEO Luigi Gubitosi.

The TIM board meeting on December 6 resulted in the appointment of Lucia Morselli to replace Gubitosi on the company’s control and risk committee. The board failed to appoint any new directors to the strategy committee, which comprises TIM’s CEO, chairman Fulvio Conti, Massimo Ferrari, Rocco Sabelli and Vivendi CEO and former TIM chairman Arnaud de Puyfontaine. The board set February 26 as the date for the it to approve the year’s financial statements, with a shareholder meeting to follow to approve them on April 11.

TIM also this week named Giovanni Moglia – who previously held roles with Italy’s antitrust regulator as well as with TIM, Wind and Fastweb – as its new chief of regulatory affairs.

Vivendi has been engaged in a battle for control of TIM, in which it holds a 23.9% stake, with Elliott since the latter engineered a coup that saw its slate of boardroom nominees – comprising five of its own appointees and five independent directors that it proposed – replace the Vivendi majority. Vivendi currently controls five board seats.