Nobody hold more than 10% of the controlling power, but there are few shareholders that have more than 5% of the share that could be considered as relevant.
if we consider the consob regulatory framework it's possible to say that all of them (excluded the ones in the voice "other shareholders") are relevant because each of them results to have more the 2% of shares.
I'm agree with you guys, all have more than 2% of shares, so all are relevant shareholders. Do you think that there are some agreements between shareholders to take the control of the firm?
I'm agree with you guys, all have more than 2% of shares, so all are relevant shareholders. Do you think that there are some agreements between shareholders to take the control of the firm?
Yes as it is mentioned by the others there are shareholders that have more than 2% so according the Italian law they are relevant, even if the Consob can change the limit of the relevance according to the situation.
There are 12 relevant shareholders if we assume that a relevant shareholder for the Italian low is who have more than 2% of the total amount of the share.
I checked the section of the shareholders' agreement on the Consob's website and currently there are no agreements (some years ago there was a shareholders' agreement but it expired in 2008). All shareholders are relevant because they have more than 2%.
We look, immediately to the greatest percentage of the pie chart, but if we analyze it better we easily see that the entry " other shareholders" does not include relevant shareholders because each of them owns less than 2%. Therefore, comparing the other shareholders in the chart, all the other percentages exceed 2% so we can consider them as relevant. I could say that there is not a majority shareholder because nobody owns more than 50% and not even a qualified minority because no one shareholder owns more than 20%.
Yes of corse there are relevant shareholders. As my colleagues underlined, relevant shareholders are all those owing more than 2 % of the shares. In this specific case there are at least 12 relevant shareholders.
As all of you said, if we have to analyze the relevant shareholders in the chart it is necessary to take in consideration the percentage owns by each shareholder. Since all of them own more than 2% all are relevant. According to what Chiara states, even my researches have not shown shareholders agreements.
I agree with you, a relevant shareholder owns more than 2% of shares so we have all relevant shareholders except those who are in the category " other shareholders".
yes, considering relevant shareholders the ones who own more than 2% of shares we can count 12 relevant shareholders, all the ones reported in the graph exept the category "other shareholders".
Yes, all those that own more than 2% of the shares are relevant shareholders. Basing on the fact that are considered as blockholders those that own at least the 5% of the shares, I would say that Angelini Partecipazioni, Assicurazioni Generali, Tamburi Giovanni e D'Amico società di navigazione, are blockholders.
Relevant shareholders are those with shares less than 2%, in this case, every individual or groups within the "other shareholders" can be considered as relevant shareholders.
As already said, we can consider as relevant shareholders all those owning more than 2% of the shares thus there are several relevant shareholders in this case.
Seems the party's finished here. I'm aways the late comer.. In my opinion, 99% of the previous comments are sharable. The picture lists only relevant shareholders, except for the distinction done when mentioning "other shareholders" who are the ones, at list for the Consob ruling, who are not to be considered as 'relevant'.
Yes, if we consider that a relevant shareholder is defined as the shareholder that owns more than 2% of the shares. To be more precise, there are 12 relevant shareholders. In fact, all the other that are listed in "other shareholders" cannot be considered as relevant shareholders, inasmuch they have less than the 2%.
Ok we know that they are all relevant because they all own more than 2%, but I'd like to raise some more questions. [1] When findig the ultimate controlling party we try to find a phisical person when possible. Is here this information irrelevant? [2] What happen when we haven't the "1 share 1 voting right" structure? For example if we have a shareholder with more than 2% cash flow but rights, but less than 2% voting right, is it/him a relevant shareholder or not?.[3] Who is interested in knowing if there are relevant shareholders and why?
Ok, the answer has already been given- relevant shareholders are those who own more then 2 % of the shares. Answering Marco`s questions: 1). As some of the shareholders are companies here, its not relevant to find a physical person always here. 2). I think, in this case,more attention should be made to the amount of shares, then to the voting rights. 3). The BoD is interested about the info, regarding the shareholders, as they should act, according to the shareholders` interests, and make reports to them, concerning the business.
Indeed, there are relevant shareholder, considering that their shares exceed the 2%. With this, they have to power to influence the running and the performance of the firm considerably in order to alter the economic situation.
Continuing with the questions raised by Marco:
1. It is not necessarily relevant to find this one physical person being the ultimate controlling party, as also sometimes, as in this case, companies own shares which might not have one single controlling person, however, consist themselves of various shareholders with different levels of influence. Thus, the shares can be further broken down, diluting the power further and further.
2. Voting rights are important within a company, however, they are usually intertwined with the percentage of shares that are being held by the shareholder. Thus, I would not necessarily presume that it is more important to pay attention to the amount of shares or the voting rights. The answer certainly depends on the individual company and the way of shares and voting rights distribution.
3. One factor is certainly the board of the company, who wants to know with whom they are dealing with. Same counts for stockholders, who might want to know who is influencing the performance of the company. And a further interest group should be the cartel office: they want to determine whether one or more of the relevant shareholders is involved in another venture, trying to create a monopoly or focusing on another unlawful joint venture.
For sure there aren't shareholder with 20% or more of the control, but I think that it's also pivotal to take into account the weight that greater shareholders, as for istance D'Amico s.p.a., have into the decision making process. They are part of the board of directors? They have a strong influence in it
i guess that there aren't qualified minority shareholders because there isn't anyone who got more than 20% of shares so all of them have not significant influence.
A shareholder in order to be considered as a "qualified shareholder" needs to own at least the 20% of shares. Anyway, if a shareholder has the 1%of shares but shows an active influence (activism) then he should be considered qualified even if not relevant. so the answer is...it depends.
We can define a shareholder as a qualified shareholder when he possesses more than 20% of the total shares, so he/she has a significative influence in the organization. There are some cases in which a shareholder owns less than 20% of total share but at the same time he/she has a significant influence. This company could be an example of these cases.
a qualified shareholder, as we mentioned during the classes, needs to own 20% or more of shares; so here in my opinion there aren't any qualified minority shareholders unless it is demonstrated an important influence of Tamburi or D'amico
Even if there are relevant shareholders it does not mean that there are qualified shareholders, as we said in class. the minority qualified shareholder need to own at least 20%. The question in class was: Are the relevant shareholders also qualified shareholders? the answer was, it depends; the shareholder is qualified if he is interested in the governance of the firm and not just in obtening capital gain. Immediately after explaining that concept, we talked about the activism of shareholder. According to you why the concept of activism of shareholders is important?
as long as there is no shareholder has more than 20 % , so there is no qualified minority shareholders , unless D'amico association influences in governance
The correct answer is Depends. A qualified shareholder is the one who owns more than 20%. However there is another point to take in consideration: the activism, that is the capacity of actively influence the governance.
As we said in the last lecture it depends. If we consider the percentage of shares we have not qualified shareholders if we consider activism there could be many so even if a shareholder is not relevant he can be qualified.
Reporting the IAS 28.6, it says: ".... If the holding is less than 20%, the investor will be presumed to not to have significance influence unless such influence can be clearly demonstrated. So far We are not given with enough and substantial information to demonstrate the existence of some kind of influence. Therefore my reply for the moment is 'no'.
In order to be considered qualified, a shareholder can reach a specific treshold of 20% shares, or alternatively it is determined by his or her activism. Anyway, as the number of shares increases the shareholder is more likely to be qualified. In this situation we can't tell whether there are any or not, as there is no shareholder who reaches the 20% of shares, so it depends on their activism.
Since a qualified minority shareholder consist in someone that has a significant influence within the firm ( significant influence can be represented by more than 20% of shares or by the shareholder activism within the shareholder meeting), we do not have the necessary information, in order to give an effective answer. We can just make suppositions.
I agree with my colleagues in saying that it is not possible to determine if there are qualified minority shareholders. Even in a situation in which a shareholder is not relevant or in a situation in which it does not own at least 20% of shares, it can be the case that there are qualified minority shareholders if ‘activism’ is demonstrated.
It depends. Usually a qualified minority shareholder is the one that own at least the 20% of the shares and in this case no one has it. But we have to take into account that one or more of these shareholders may become a qualified one through activism.
I agree with those who said that we cannot say if there are qualified shareholders for sure. In class we defined qualified shareholders as those interested in the governance of the firm and not just in dividends or capital gains. Therefore, if there are shareholders that are interested and show their interest through the activism, maybe we could talk of qualified shareholders. In this way indeed, they would be able of influencing the governance of the company.
I agree with all the others, there are not qualified minority shareholders because none has more than 20%. But as someone said it depends on the shareholders activism. In fact even if shareholders have few shares they can have a lot of influence. The influence is caused by their activism that can depend on different reasons: financial and social.
In my opinion, there is no qualified minority shareholders because in this case the largest shareholder accounting for less than 11% (D'amico Societa di navigazione S.P.A 10.38%).
I agree with all my collegues who say that it depends. From the picture we can state that there are not qualified shareholders since no one ows more than 20%, but we know that even with a small stake may be enough to put pressure on the company management, namely the shareholder activism endorsed by financial or social motivations.
It depends ! On the one hand, if we look at the pie-chart we could assume that there are not qualified shareholders, namely a sharehoder that owns more than the 20% of the shares. However, if one of these shareholder would show an activisim in the path of the governance of the firm, then this shareholder could be considered, due to its activisim, as a qualified shareholder even though the lack of the required quota of 20%.
When considering the presence of qualified minority shareholders we have shares (more than 20%) and at the activism. On the first criterion we can say that there aren't qualified minority shareholders. If we consider the second criterion we can find at least one qualified minority shareholder, since Mr Giovanni Tamburi is both CEO and chairman in the Tamburi investment partners and implicit in this roles we can presume a certain commitment.
As a qualified minority shareholder should be a natural person and have more then 20% of shares- the answer is NO. According to the chart, its a public company with the widespread ownership.
A relevant shareholder does not classify for a qualified shareholder. The 20% mark is set though, but still the question remains whether the shareholder is interested in the runnings and the related governance of the company as such. Only then and if he is not solely aiming at financial optimisation and capital gains, he can be clarifies a relevant shareholder of the entity. Again, the answer depends on more than simply the amount of shares, however, also on the underlying interest and goals of the shareholder himself.
It depends. A shareholder in order to be considered as qualified has to own more than 20% of shares but we can consider qualified also a shareholder who own 1% of shares and that shows his activism during shareholders meeting.
According to theory ultimate controlling party is not a legal person, in this case we can guess that mr. Giovanni Tamburi and mr. D'Amico are the most relevant figures within the shareholders
Damiano, in my opinion mr D'Amico is not the ultimate controlling party. The ultimate controlling party is only mr Giovanni Tamburi that owns 10.57% (6.52% + 4.05%).
In the figure I read that mr. D'amico owns only 0.19% less than mr.Tamburi. I know that in big companies it could be a huge amount of money, but you are really so sure that he has no influence within the firm? I don't think so..
The ultimate controlling party should not be a legal entity but a natural person, an individual or family and so on. In this case, I think the ultimate controlling party is Tamburi Giovanni with 6.52% of shares.
We cannot know which is the ultimate controlling party with security. Because for sure D'Amico is, the bigger share holder but there may be an agreement between two or more relevant shareholder for cumulate e their share and become the ultimate controlling party.
The controlling party is the one that has the power to govern financial and operating policies. Obviously it is always a natural person because a legal entity cannot make decisions. In this case it is controlled de jure by an Holding (d'Amico Societa' Di Navigazione S P A) that in turn is controlled, I guess, by the D'amico family or by mr. D'amico himself.
The controlling party has to be a natural person and it cannot be a legal entity; in this case I think that the ultimate controlling party is the corporation D'Amico società di navigazione s.p.a. with the 10.38% of shares
In my opinion, assuming that the ultimate controlling party is a natural person, so it should be Mr Cesare D'Amico who has the decision making power; in fact we can notice that his company "D'Amico società di navigazione s.p.a." owns 10.38% of shares; I think we have to consider also Giovanni Tamburi as a controlling party because is another relevant shareholder.
I perfectly agree with Michele Massaccesi. We said that the ultimate controlling party is a natural person. Mr Tamburi Giovanni is the ultimate controlling party in this case. He owns 10.57 % of the shares, against the 10.38 % owned by D'Amico. Moreover, I suppose Mr Tamburi has an advantage relatively to D'Amico in hypotetical agreements with other shareholders. For instance,if I were Finconcordia or Realmargi, I would prefer to make agreements with Mr Tamburi rather than with D'Amico. First because of his surname and second because is easier to make agreements with a single person rather than with a group. Thus, I suppose Mr Tamburi is the ultimate controlling party.
First I disagree with Giulia Distaso since i don't think that the Holding D'Amico Società di Navigazione controls the firm, since having just 10% of the shares (and so voting rights) it doesn't (DIRECTLY) have the power to elect/dominate the majority of the board of directors. (and we can also notice that theoretically there could be groups of two or three of the other shareholders that could reach in this way a percentage of voting rights higher that the one of D'Amico Società di Navigazione).
Said that we cannot find, from these data, the ultimate controlling party of the firm, but we could make hipotesys, thinkin if there could be agreements between the main shareholders or if, for example, Mr. Tamburi holds shares of the other companies shareholders, thus having (indirectly) the control of the firm having just 6,52% of the shares.
I find myself in disagreement with the last comments in the discussion. Why are you summing up the 4.05 %Tamburi investment partner SPA shares ( the treasury ones) with the Tamburi Giovanni 6.52% shares? you are summing shares which are not owned by the same person on the grounds that Tamburi Giovanni is not the owner of the company we are analyzing . If you ceck out you will find that he's both the CEO and PRESIDENT of the company therefore he has complete control and responsability over the company with regard to its management. Now, the point is , the CEO CAN BE THE OWNER OF THE COMPANY BUT NOT ALL THE TIME. In this case he's not. Therefore according to me the ultimate controlling party is D'amico societa di navigazione spa which in turn does not seem to be controlled by other organizations, so the backward trail ends.
I don't agree with you Federica because the ultimate controlling party is always a natural person and never a legal entity so if we suppose that Tamburi Giovanni owns D'amico società di navicazione he can be the ultimate controlling party.
The controlling party is the natural person who has the decision-making power. Looking at the pie chart, we can make some hypothesis since we cannot answer to the question "who is the ultimate controlling party". In fact, It depends. As michele said we can suppose that is Mr Tamburi who own 6,25% + 4,05 (10,57%).
Controlling party is the natural person, or the group of persons, in charge of having the last say on decision making. By simply looking at the chart the greatest amount of stock is in the hand of D'AMICO SOCIETA' DI NAVIGAZIONE SPA. Therefore I should expect that the ultimate controlling party is the person, or the group of persons, whose decision are relevant in this company.
In my opinion, the ownership structure of Tamburi Investment Partners has 2 fundamental features to consider looking for the ultimate controlling party:
- There are no shareholders who own more than 20% of shares. - 40.65% of shares belong to non-relevant minorities (less than 2%owned).
Therefore, Tamburi investment Partners can be considered as a firm with a widespread shareholding and so as a Public Company. In this case, the spearation between control and direction is extreme and lead us to consider the firm's management as the ultimate controlling party.
As we said during the lecture, the ultimate controlling party is an individual person or a group of persons, with the highest decision making power. Since it is always a natural person, it cannot be a legal entity. Moreover, considering the difference between the case of a public company and the one of a concentrated owership, it is possible to argue that the controlling party here is the management. We know that Tamburini Investment Partners is an Italian listed company and so a Public listed company, as also demonstrated by borsa italiana web site: http://www.borsaitaliana.it/borsa/azioni/scheda.html?isin=IT0003153621&lang=it
I agree with Giulia Distaso: I think that the ultimate controlling party is the AD (or a person of the mangament) of D'Amico Società Di Navigazione S.p.a because the company owns the higher number of shares (10.38%).
The ultimate controlling party is an individual or a group of persons with the firm’s decision-making power. In public company it is the management, in concentrated ownership it is the controlling shareholder. In this case “D'Amico società di navigazione s.p.a.” owns the majority of the shares. We know that the ultimate controlling party cannot be a legal entity. So the ultimate controlling party is the individual or group of persons that guide the management of D'Amico società di navigazione s.p.a.”.
The ultimate controlling party is a natural person ( an individual or a Group of people) capable to exercise the highest decision making power. In this case we may assume that Tamburi Giovanni and Tamburi Investment Partners are owned by the same person (Giovanni Tamburi), and so we may consider him as the ultimate controlling party. He will own indeed an higher number of shares with respect to D'amico Società di navigazione (10,57 vs 10,38).
I think the ultimate controlling party is the D'Amico società di navigazione s.p.a with 10.38% of the shares. Because it has the biggest percent of shares except the "other shareholders", has a great influence in decision making. Although "other shareholders" account 40.65% shares, each only has less than 2%, so in making decisions, each individuals or groups within "other shareholders" has little influence, their powers can not be considered as total.
Since Tamburi s.p.a is a public company, the ultimate controlling party should not be the management? So Giovanni Tamburi, Alessandra Gritti and Claudio Berretti as listed in the "management team" of Tamburi Investment Partners. (Sorry guys,in the previous comment I missed a piece!)
Replying to Federica Sabato, I think it's not a coincidence that Mr. Giovanni Tamburi is the CEO of the company. It could be the case that there is an economic relationship between Mr. D'Amico and Mr. Tamburi, moreover in the Board of directors there are also two members of the D'Amico family. If this is the case, we could assume that the ultimate controlling party is D'Amico and/or Tamburi.
The ultimate controlling party should not be a legal entity but a natural person, an individual or family, state, etc... In this case, the ultimate controlling party is Tamburi Giovanni with 6.52% of sharess
I personally think that Tamburi company has a dispersed ownership since no shareholders own more than the 20% of the voting rights, as the Berle and Means (1932) rule states: "more than 20% of the voting rights is said to have an ultimate owner". In public company the controlling party is the management.
Yes, if we consider that a relevant shareholder is defined as the shareholder that owns more than 2% of the shares. To be more precise, there are 12 relevant shareholders. In fact, all the other that are listed in "other shareholders" cannot be considered as relevant shareholders, inasmuch they have less than the 2%.
The ultimate controlling party is stated to having to be a natural person, as a legal entity cannot make decisions by itself, however, is lead by individuals. Furthermore, it is the one governing the financial situation and operating the company on a daily basis. In our case here, d'Amico Societa' Di Navigazione seems to be the relevant party we are looking at. As a holding also is accumulated by various individuals, the person/persons behind the holding would be the relevant shareholder.
It is vital firstly to understand if the interests of the controlling party are aligned with the interest of the firm overall; both in long and short term. Moreover, an evaluation of credibility and capabilities will come to place
Starting from the point that the ultimate controlling party should be a natural entity and not a legal one. We have to recognize the background and the eventual behavior of this person or the group of people for several reasons: if he is a shareholder that has got 25% of shares he can also Be the controller but may happen that his interest will not be aligned with the ones of the firm and the minority of shareholders because he could try to pursue personal interests in managing decisions. More evident is the framework related to public company: the management represent the ultimate controlling party (because of the dispersion of shares) and they do not have interests int he firm because they haven't shares invested in. That's why is important to give them lots of incentives (remurative firstly) and to ensure that the management has a good level of reputation, because in this way it will be less probable that they will have big incentives to deviate from the objective of the stakeholders or shareholders (depending on the theroy that we are considering).
He is important because he is the one with the major influence on the firm. He is the one who takes most of the decisions and that can have good or detrimental effects for the future of the firm.
Because the ultimate controlling party influences a lot the firm and its behavior. So, knowing the ultimate controlling party, we can foresee which strategies will be adopted by the firm, the transactions that will be made and the reasons related to those transactions.
The controlling party is important because it dominates the shareholders' meeting, it appoints the majority of the Board of Directors, it dominates the entire financial statement of the firm and it has the power to govern the financial and operating policies. There is no one that controls the controlling party. remember that if you control the BoD you control the management! Anyway, even if the controlling party cannot delegate the control power it can delegate the excercise of the control power to directors. The higher the separation between control and direction the higher the risk of expropriation.
It is important because the controlling party has a big influence in the decisions of the firm, on his behavior, and on his present and future targets, both in the short and in the long term.
The ultimate controlling party has important role because he has always the decision making power. The controlling party could explain us the behaviour of the firm and it is useful in order to understand if the interest of controlling party is well-aligned with the overall firm interest in the short and long term. Through this position is possible to analyze the separation between ownership and control. The owner is not always the controller, on the contrary, even with a low percentage of the share is it possible to be a controlling party.
The ultimate controlling party is the person or group of persons who has the highest decision-making power. This power is exerted by deciding the majority of the BOD and by governing the financial and operating policies of the business entity. The ultimate controlling party is the major actor in the interactions between various internal and external actors and the board of directors influencing the firm's path to it's primary interests.
I complitely agree with all of you mates. The ultimate owner appoints the BOD and this means having the possibility of determining and controlling the company management which in turn comprises planning, organizing, staffing, leading ,directing, and controlling an organization to accomplish the goal and to put the main objectives into practice. There's nothing more important than this.
It's important to know who is the ultimate controlling party because is that person who decides over everything that concerns the society directly and indirectly. Since He/she dominates the board of directors he/she leads all the management. In public company the controlling party is the management so the risk of expropriation is the highest because management doesn't owns shares.
it is fundamental to know what are the interests of the ultimate controlling party since it is the individual or the group of individual who has the power to govern the firm through finacial and operational decisions.Furthermore it can designated the members of the Board of Directors and it means that is able to control it. It is a great responsibility: the BOD is an instrument that can reduce agency problems since you can supervise managers (the agents).
Basically if you know the name of this individual and collect all the information about it, you can easily provide explanation of firm's behaviour. The simple question is: WHO IS BEHIND WHAT.
I would also add that sometimes, in certain kind of business, it would be extremely dangerous to understand who is behind what. But this is another pair of shoes.
It is important to know the ultimate controlling party as it is who significantly/totally influence the shareholders meeting. Moreover, it is also the one who control the firm and decide how and who will be delegated to exercise this power (CEO and managers). I would like to add that figuring out who is the ultimate controlling party permit us also to deduce if a firm is a Public Company, private owned or State owned.
Understanding who is the ultimate controlling party is very important because it is an individual or a group of persons that has the highest decision making power. This controlling party, therefore, has the strongest power in the shereholders meeting and it is in charge to appoint the board of directors and so it is able to control them: the control of the mojority of the directors means that the controlling party has the power to govern the financial and operating policies of the firm.
It is important to know who is the ultimate controlling party in order to determine who is the person with the majority of control. He/she has the highest decision making power, so he/she is the individual who is able to control the Board of Directors, and so the management, and influence the firm. It's also important because this person may have a conflict of interest and it could damage the company itself.
The ultimate controlling party is the most powerful phisical person which control, directly or not, a company. He/she is so important because he appoints the board of directors and consequently he can define the overall strategy of the firm.
I agree with my colleagues, it is important to know the ultimate controlling party because it's possible to determine who has the greatest influence in the firm.
It is important because it has the highest decision-making power. It is the management of the firm in public company, Its interests should be aligned with the firm’s one. In fact, if there is a huge separation between direction and control, it will be high risk of expropriation.
Because the ultimate controlling party has the biggest decision making power, if we know who is the ultimate controlling party, we can know the financial reports, the running policies in short term and long term, and other important information.
In addition to all that, it is important because if it implies control the management ,this means control the ASSETS of a firm, assets about which even shareholders cannot take decisions.
The ultimate controlling party appoints the Board's members, who in turn elect the managers. It means that the ultimate controlling party indirectly directs the company. Therefore, the decisions of the Board's members and of the management will probably reflect the interests of the ultimate controlling party. Understanding who he/she is, we will understand the interests that the firm aims to achieve. For this reason it is important to identify the ultimate controlling party.
He is the "Master of Puppets". I think the more hidden or difficult to be publicly observed, the more important is to find him. "Him" because he's always a (group of) natural person(s). In this particular case... again, in my opinion we are not able to recognise him/them with the information provided.
He is important because he is the only one with major affect on the firm. He is the one who makes most of the decisions, the good ones and the bad ones.
It is very important to know the ultimate controlling party, inasmuch he/or she is the natural person (or can also be a group of people) that has the preeminent power to decide in the organization. In fact, the ultimate controlling party appoints the directors in the board, which in turn elect the management.
I agree with all my colleagues: it is important to know who is the ultimate controlling party to be sure to identify the decision-making power. The ultimate controlling party have a strong influence on BoD, so it is important to know who he is also to ensure transparency and to be sure that the interest are aligned.
I find very interesting everithing has ben told until now. I also would stress his imporntance when thinking at business groups. He is the the one who alligne the behaviour of each single firm toward a common shared objective and forming a single economic entity.
Its important to know the ultimate controlling party as it has the the biggest % of control and makes the decisions, regarding the most important issues of the firm. What is more, it has the power to elect the BoD and set the companies` organizational structure, so for the Directors and Managers its also important to know it, as they should take into consideration the interests of the ultimate controlling party.
Where do the interests lie? What is the ultimate goal of the company? And into which direction is the firm steering? Those are essential questions that can only be answered if the ultimate controlling party is known.
The decision making power lies with the controlling party which also determines the characteristics of the venture. An analysis of the firms' situation is solely possible, if the underlying concepts and practices are known and recognised.
Because if we know the ultimate controlling party we know the real orientation of firm acivity. If we know that the ultimate controlling party of ENI spa is the state, we know that ultimate interest is that of prime minister. It is important also because the ultimate controlling party is the person who have more power in the firm and who have the control on the board.
It is very important to know who is the ultimate controlling party, but it can be also very difficult to understand it, let's the case in which there a lot of firm controlled by firm controlled by others firm, now we know that we can follow the tree of investment and understand the real owner, but in the case of figured head this could very hard to discover, and also the real interest of the controlling party will be difficult to understand
Is important to know who is the ultimate controlling party, because the ultimate controlling party maybe with only few share of the company can administrate the whole assets of the firm. Like the case of Marco Tronchetti Provera that controlled Telecom with only the 0,7% of the share.
Looking at the shares distribution i would say yes. No one directly owns the majority of the shares so an hostile takeover could be theoretically possible.
To be more precise 40% of the shares are owned by non relevant shareholders, so is it possible to buy them (quite) easily. So an hostile takeover would be successful if it is possible to buy 11% of shares from the relevant shareholders. We cannot say that for sure since we don't know the relationships between the relevant shareholders, in particular we don't know if they have some agreements or they are controlled by the same group.
In my opinion, i it is difficult for hostile takeover to happen and success in this case. There r a lot of relevant shareholders (at least 12 shareholders). Mr Giovanni Tamburi owns 10.57% (6.52% + 4.05%) of shares. Theoretically, it is not impossible to buy all 40% of the shares owned by non relevant shareholders. However, there is a huge number of non relevant shareholders. All of us also know that in the real situation, the pie of shares have not changed significantly over time. Thus i think in real case, hostile takeover has small probability to success.
In my opinion yes, a hostile takeover could be possible here. In fact, both mr D'Amico and mr Tambur don't own a amount of equity that makes difficult for external parties to succeed in takeovers.
I think that, since there are not major shareholders, an hostile takeover is possible, even though not likely. In this case we cannot talk properly of dispersed ownership, as in many US companies, because there are some shareholders that own a pretty high percentage of shares (i.e. D'Amico and Tamburi). Probably the risk of a takeover, even if low, could be an incentive for the management at least not to act in a way that could be detrimental for the interests of the other shareholders.
In my opinion, yes it is possible but the change for Tamburi Investment Partners is not high because Tamburi owners total 10.57% (10.57% = 6.52% + 4.05%) of shares. A marginally higher than largest shareholder D'amico Societa di navigazione S.P.A (10.38%)
actually i agree with my colleague michele massacesi , both of them don't have the huge amount of equity that doesn't allow to an external party to succeed in takeover
I think an hostile takehover is possible because there is nobody who has de jure control of the firm that means >50% of the shares so that minority shareholders can obtain together the control of the firm if the set up a coalition also without the consensus of the major owner.
I think that the possibility of an hostile takeover is very low since the ownership is widely held, but we have to consider the fact that there are some shareholders that own not so low percentage of shares (i.e. D'Amico and Tamburi), so as Aurora stated, this should be an incentive for the management to act not in a detrimental way against shareholders.
I don't agree with Lucia. Generally speaking, it is exactly in a situation of diffuse ownership that the possibility of a hostile takeover, is more likely to happen. However, with reference to this specific case I think that an hostile takeover might be plausible.
As the shares are distributed relatively evenly and there is not one major shareholder, a hostile takeover would only then be sensible if a majority of the shares could be obtained. This also means, that the shares of several shareholders must be bought in order to reach a percentage that is interesting for leading the company. Naturally, this again depends on the influence the individual shareholders hold within the firm. But generally, a hostile take-over is possible.
Yes, probably an hostile takeovers maybe done in an easy way due to the fact that a large part of shareholders own less than 2% of shares. So, it could be not too difficult obtain the control of the firm with an hostile takeover.
Yes indeed company and owner have to pay attention in this situation, reasonably for the controlling party think can be to periodically acquire shares from minority shareholders
There are too many I suppose. Direct-indirect, explicit-implicit, even legal-illegal... As he's not a legal entity, he has an infinite course of actions to chose from, typical of individuals. I mean, he does not exist by law, he is not recognized in any official and formal document as the "ultimate controlling party". He will always be "Mr. Ferrero" or "Tamburi Giovanni"(father) & "Tamburi Giorgio"(son), for example. What do you think?
The answer certainly depends on the way the control wants be be achieved. Aligning the interests of the majority of shareholders might be the more subtle way of finding a consensus, however, at the same time means that is successful, the revenues will have to be shared depending on the amount of shares.
Looking at it from another perspective, the control could be advanced by taking over the shares of the raining parties, which can be done in multiple ways, as Gian Marco has already mentioned.
Thus, there is no one-way answer to this question, but it rather opens up a whole new way of looking at take-over situations.
I think that,even if he is not a legal entity but a natural person he has to comply with law so, rather than choosing an illegal mean, he could choose between several mechanisms such as contracts or clauses with other shareholders as formal devices to reinforce his control or informal devices such as personal ties with them..
Is it possible that there is no separation between ownership and control in a state owned company in which the majority shareholder owns 70% of the shares and there are neither a pyramidal structure nor dual class shares?
In the case of a state owned company, direction is likely to be different from control, in that the ministry who controls the firm doesn't direct it personally, as the direction is left to a CEO. This is the situation we meet in Statoil, a norwegian state-owned company.
Hi guys, this is a old topic already but could u help me to answer this question? Following the Italian corporate governance code, does Tamburi Investment Partners need a lead independent director? Generally, in which case it is necessary to have a lead independent director?
In this case it would be strongly recommended the appointment of a lead independent director (LID) since the person controlling the issuer, Giovanni Tamburri, sits in the vest of chairman.
The other case to be considered for the appointment of a LID is when the CEO sits as chairman. What is the rationale of the code? It is to prevent that the controller or double CEOs do not timely and accurately information to the BoD.
Are there relevant shareholders?
ReplyDeleteThis comment has been removed by the author.
DeleteNobody hold more than 10% of the controlling power, but there are few shareholders that have more than 5% of the share that could be considered as relevant.
DeleteYes, there are many if we consider as a relevant shareholder who has more than the 2% of shares.
DeleteThe relevant shareholders are those listed. However, the voice "other shareholders" doesn't include relevant shareholders.
Deleteif we consider the consob regulatory framework it's possible to say that all of them (excluded the ones in the voice "other shareholders") are relevant because each of them results to have more the 2% of shares.
DeleteYes, of course. This is true because if a shareholder owns more than 2%of shares he has to be considered as relevant.
DeleteWe can consider all of them are relevant shareholders since they own more than 2% of the shares
DeleteI'm agree with you guys, all have more than 2% of shares, so all are relevant shareholders. Do you think that there are some agreements between shareholders to take the control of the firm?
DeleteI'm agree with you guys, all have more than 2% of shares, so all are relevant shareholders. Do you think that there are some agreements between shareholders to take the control of the firm?
DeleteYes as it is mentioned by the others there are shareholders that have more than 2% so according the Italian law they are relevant, even if the Consob can change the limit of the relevance according to the situation.
DeleteThere are 12 relevant shareholders if we assume that a relevant shareholder for the Italian low is who have more than 2% of the total amount of the share.
DeleteI checked the section of the shareholders' agreement on the Consob's website and currently there are no agreements (some years ago there was a shareholders' agreement but it expired in 2008).
DeleteAll shareholders are relevant because they have more than 2%.
They are all relevant shareholders since they own more than 2% of the shares.
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DeleteWe look, immediately to the greatest percentage of the pie chart, but if we analyze it better we easily see that the entry " other shareholders" does not include relevant shareholders because each of them owns less than 2%. Therefore, comparing the other shareholders in the chart, all the other percentages exceed 2% so we can consider them as relevant. I could say that there is not a majority shareholder because nobody owns more than 50% and not even a qualified minority because no one shareholder owns more than 20%.
DeleteYes of corse there are relevant shareholders. As my colleagues underlined, relevant shareholders are all those owing more than 2 % of the shares. In this specific case there are at least 12 relevant shareholders.
DeleteOk, all stakeholders that owns more than 2% are considered as relevant shareholder!
DeleteAs all of you said, if we have to analyze the relevant shareholders in the chart it is necessary to take in consideration the percentage owns by each shareholder. Since all of them own more than 2% all are relevant.
DeleteAccording to what Chiara states, even my researches have not shown shareholders agreements.
i agree with my colleagues , shareholders have more than 2% can consider as relevant shareholders
DeleteOf course, there are. By definition, a shareholder that owns more than 2% of the shares must be considered as a relevant one.
DeleteI agree with you, a relevant shareholder owns more than 2% of shares so we have all relevant shareholders except those who are in the category " other shareholders".
DeleteHaving more than 2%, all those shareholders have to be considered as "relevant" ones in fully accordance with Consob
Deleteyes, considering relevant shareholders the ones who own more than 2% of shares we can count 12 relevant shareholders, all the ones reported in the graph exept the category "other shareholders".
DeleteYes, there are relevant shareholders, those with more than 2% of the shares
DeleteOf course there are. COnsidering relevant shareholders who owns more than 2% of the shares, we can figure out 12 relevant shareholders.
DeleteThe 'Other Shareholders' are the only ones that can not be considered as relevant.
DeleteAll they are relevant shareholders except for the group "other shareholders" that own less than 2% of the shares.
DeleteWhat about blockholders?
DeleteYes, all those that own more than 2% of the shares are relevant shareholders. Basing on the fact that are considered as blockholders those that own at least the 5% of the shares, I would say that Angelini Partecipazioni, Assicurazioni Generali, Tamburi Giovanni e D'Amico società di navigazione, are blockholders.
DeleteRelevant shareholders are those with shares less than 2%, in this case, every individual or groups within the "other shareholders" can be considered as relevant shareholders.
DeleteAs already said, we can consider as relevant shareholders all those owning more than 2% of the shares thus there are several relevant shareholders in this case.
DeleteSeems the party's finished here. I'm aways the late comer.. In my opinion, 99% of the previous comments are sharable. The picture lists only relevant shareholders, except for the distinction done when mentioning "other shareholders" who are the ones, at list for the Consob ruling, who are not to be considered as 'relevant'.
DeleteYes, there is a list relevant shareholders which obtain people has stock of company
DeleteAll of them are relevant shareholders since they own more than 2% of the shares
Deleteas long as the shareholder owns more than 2 % , he has considered as relevant shareholder , in this case all of them are relevant shareholders
Deleteyes of course, they are relevant shareholders since they own more than the 2% of the equity.
DeleteYes, if we consider that a relevant shareholder is defined as the shareholder that owns more than 2% of the shares. To be more precise, there are 12 relevant shareholders. In fact, all the other that are listed in "other shareholders" cannot be considered as relevant shareholders, inasmuch they have less than the 2%.
DeleteOk we know that they are all relevant because they all own more than 2%, but I'd like to raise some more questions.
Delete[1] When findig the ultimate controlling party we try to find a phisical person when possible. Is here this information irrelevant? [2] What happen when we haven't the "1 share 1 voting right" structure? For example if we have a shareholder with more than 2% cash flow but rights, but less than 2% voting right, is it/him a relevant shareholder or not?.[3] Who is interested in knowing if there are relevant shareholders and why?
Ok, the answer has already been given- relevant shareholders are those who own more then 2 % of the shares. Answering Marco`s questions:
Delete1). As some of the shareholders are companies here, its not relevant to find a physical person always here. 2). I think, in this case,more attention should be made to the amount of shares, then to the voting rights. 3). The BoD is interested about the info, regarding the shareholders, as they should act, according to the shareholders` interests, and make reports to them, concerning the business.
Yes, there are relevant shareholders whichl have more than 2% of shares.
DeleteIndeed, there are relevant shareholder, considering that their shares exceed the 2%. With this, they have to power to influence the running and the performance of the firm considerably in order to alter the economic situation.
DeleteContinuing with the questions raised by Marco:
1. It is not necessarily relevant to find this one physical person being the ultimate controlling party, as also sometimes, as in this case, companies own shares which might not have one single controlling person, however, consist themselves of various shareholders with different levels of influence. Thus, the shares can be further broken down, diluting the power further and further.
2. Voting rights are important within a company, however, they are usually intertwined with the percentage of shares that are being held by the shareholder. Thus, I would not necessarily presume that it is more important to pay attention to the amount of shares or the voting rights. The answer certainly depends on the individual company and the way of shares and voting rights distribution.
3. One factor is certainly the board of the company, who wants to know with whom they are dealing with. Same counts for stockholders, who might want to know who is influencing the performance of the company. And a further interest group should be the cartel office: they want to determine whether one or more of the relevant shareholders is involved in another venture, trying to create a monopoly or focusing on another unlawful joint venture.
All of them are relevant since they own more than 2% of shares each.
DeleteAre there qualified minority shareholders?
ReplyDeleteFor sure there aren't shareholder with 20% or more of the control, but I think that it's also pivotal to take into account the weight that greater shareholders, as for istance D'Amico s.p.a., have into the decision making process. They are part of the board of directors? They have a strong influence in it
DeleteNo, there aren't qualified minority shareholders unless a significant influence of mr Tamburi or mr D'Amico can be clearly demonstrated.
Deletei guess that there aren't qualified minority shareholders because there isn't anyone who got more than 20% of shares so all of them have not significant influence.
DeleteNo there are not any qualified minority shareholders because none of them have more than 20% and with a significant influence.
DeleteA shareholder in order to be considered as a "qualified shareholder" needs to own at least the 20% of shares. Anyway, if a shareholder has the 1%of shares but shows an active influence (activism) then he should be considered qualified even if not relevant. so the answer is...it depends.
DeleteWe can define a shareholder as a qualified shareholder when he possesses more than 20% of the total shares, so he/she has a significative influence in the organization. There are some cases in which a shareholder owns less than 20% of total share but at the same time he/she has a significant influence. This company could be an example of these cases.
Deletea qualified shareholder, as we mentioned during the classes, needs to own 20% or more of shares; so here in my opinion there aren't any qualified minority shareholders unless it is demonstrated an important influence of Tamburi or D'amico
DeleteEven if there are relevant shareholders it does not mean that there are qualified shareholders, as we said in class.
Deletethe minority qualified shareholder need to own at least 20%. The question in class was: Are the relevant shareholders also qualified shareholders? the answer was, it depends; the shareholder is qualified if he is interested in the governance of the firm and not just in obtening capital gain.
Immediately after explaining that concept, we talked about the activism of shareholder. According to you why the concept of activism of shareholders is important?
Considering the ownwership structure as it is, no qualified minority shareholder is present.
DeleteGreat Di Staso and Gulli
Deleteas long as there is no shareholder has more than 20 % , so there is no qualified minority shareholders , unless D'amico association influences in governance
DeleteThe correct answer is Depends. A qualified shareholder is the one who owns more than 20%. However there is another point to take in consideration: the activism, that is the capacity of actively influence the governance.
DeleteAs we said in the last lecture it depends. If we consider the percentage of shares we have not qualified shareholders if we consider activism there could be many so even if a shareholder is not relevant he can be qualified.
DeleteReporting the IAS 28.6, it says: ".... If the holding is less than 20%, the investor will be presumed to not to have significance influence unless such influence can be clearly demonstrated. So far We are not given with enough and substantial information to demonstrate the existence of some kind of influence. Therefore my reply for the moment is 'no'.
DeleteIn order to be considered qualified, a shareholder can reach a specific treshold of 20% shares, or alternatively it is determined by his or her activism. Anyway, as the number of shares increases the shareholder is more likely to be qualified. In this situation we can't tell whether there are any or not, as there is no shareholder who reaches the 20% of shares, so it depends on their activism.
DeleteConsidering the treshold of 20%, I think there are no qualified minority shareholders.
DeleteSince a qualified minority shareholder consist in someone that has a significant influence within the firm ( significant influence can be represented by more than 20% of shares or by the shareholder activism within the shareholder meeting), we do not have the necessary information, in order to give an effective answer.
DeleteWe can just make suppositions.
I agree with my colleagues in saying that it is not possible to determine if there are qualified minority shareholders. Even in a situation in which a shareholder is not relevant or in a situation in which it does not own at least 20% of shares, it can be the case that there are qualified minority shareholders if ‘activism’ is demonstrated.
DeleteI agree with all of my colleagues, but what if the other shareholders work together? They have 40.65% of shares.
DeleteAll the sahreholders which have more than 2% of the total share, have to be considere "relevant".
DeleteIt depends. Usually a qualified minority shareholder is the one that own at least the 20% of the shares and in this case no one has it. But we have to take into account that one or more of these shareholders may become a qualified one through activism.
DeleteI agree with those who said that we cannot say if there are qualified shareholders for sure. In class we defined qualified shareholders as those interested in the governance of the firm and not just in dividends or capital gains. Therefore, if there are shareholders that are interested and show their interest through the activism, maybe we could talk of qualified shareholders. In this way indeed, they would be able of influencing the governance of the company.
DeleteI agree with all the others, there are not qualified minority shareholders because none has more than 20%. But as someone said it depends on the shareholders activism. In fact even if shareholders have few shares they can have a lot of influence. The influence is caused by their activism that can depend on different reasons: financial and social.
DeleteWe have not sufficient elements to answer this question correctly, imho.
DeleteIn my opinion, there is no qualified minority shareholders because in this case the largest shareholder accounting for less than 11% (D'amico Societa di navigazione S.P.A 10.38%).
DeleteNo I don't think there are any qualified minority shareholders because no one of them have more than 20% and has significant influence
Deletethere's no qualified minority shareholders because the highest share percent is 10.38%
DeleteI agree with all my collegues who say that it depends. From the picture we can state that there are not qualified shareholders since no one ows more than 20%, but we know that even with a small stake may be enough to put pressure on the company management, namely the shareholder activism endorsed by financial or social motivations.
DeleteIt depends ! On the one hand, if we look at the pie-chart we could assume that there are not qualified shareholders, namely a sharehoder that owns more than the 20% of the shares. However, if one of these shareholder would show an activisim in the path of the governance of the firm, then this shareholder could be considered, due to its activisim, as a qualified shareholder even though the lack of the required quota of 20%.
DeleteWhen considering the presence of qualified minority shareholders we have shares (more than 20%) and at the activism. On the first criterion we can say that there aren't qualified minority shareholders. If we consider the second criterion we can find at least one qualified minority shareholder, since Mr Giovanni Tamburi is both CEO and chairman in the Tamburi investment partners and implicit in this roles we can presume a certain commitment.
DeleteAs a qualified minority shareholder should be a natural person and have more then 20% of shares- the answer is NO. According to the chart, its a public company with the widespread ownership.
DeleteA relevant shareholder does not classify for a qualified shareholder. The 20% mark is set though, but still the question remains whether the shareholder is interested in the runnings and the related governance of the company as such. Only then and if he is not solely aiming at financial optimisation and capital gains, he can be clarifies a relevant shareholder of the entity. Again, the answer depends on more than simply the amount of shares, however, also on the underlying interest and goals of the shareholder himself.
DeleteIt depends. A shareholder in order to be considered as qualified has to own more than 20% of shares but we can consider qualified also a shareholder who own 1% of shares and that shows his activism during shareholders meeting.
DeleteWho is the ultimate controlling party?
ReplyDeleteAccording to theory ultimate controlling party is not a legal person, in this case we can guess that mr. Giovanni Tamburi and mr. D'Amico are the most relevant figures within the shareholders
DeleteDamiano, in my opinion mr D'Amico is not the ultimate controlling party. The ultimate controlling party is only mr Giovanni Tamburi that owns 10.57% (6.52% + 4.05%).
DeleteIn the figure I read that mr. D'amico owns only 0.19% less than mr.Tamburi. I know that in big companies it could be a huge amount of money, but you are really so sure that he has no influence within the firm? I don't think so..
DeleteThe ultimate controlling party should not be a legal entity but a natural person, an individual or family and so on. In this case, I think the ultimate controlling party is Tamburi Giovanni with 6.52% of shares.
DeleteWe cannot know which is the ultimate controlling party with security. Because for sure D'Amico is, the bigger share holder but there may be an agreement between two or more relevant shareholder for cumulate e their share and become the ultimate controlling party.
DeleteThe controlling party is the one that has the power to govern financial and operating policies. Obviously it is always a natural person because a legal entity cannot make decisions. In this case it is controlled de jure by an Holding (d'Amico Societa' Di Navigazione S P A) that in turn is controlled, I guess, by the D'amico family or by mr. D'amico himself.
DeleteThe controlling party has to be a natural person and it cannot be a legal entity; in this case I think that the ultimate controlling party is the corporation D'Amico società di navigazione s.p.a. with the 10.38% of shares
DeleteIn my opinion, assuming that the ultimate controlling party is a natural person, so it should be Mr Cesare D'Amico who has the decision making power; in fact we can notice that his company "D'Amico società di navigazione s.p.a." owns 10.38% of shares; I think we have to consider also Giovanni Tamburi as a controlling party because is another relevant shareholder.
DeleteI perfectly agree with Michele Massaccesi. We said that the ultimate controlling party is a natural person. Mr Tamburi Giovanni is the ultimate controlling party in this case. He owns 10.57 % of the shares, against the 10.38 % owned by D'Amico. Moreover, I suppose Mr Tamburi has an advantage relatively to D'Amico in hypotetical agreements with other shareholders. For instance,if I were Finconcordia or Realmargi, I would prefer to make agreements with Mr Tamburi rather than with D'Amico. First because of his surname and second because is easier to make agreements with a single person rather than with a group.
DeleteThus, I suppose Mr Tamburi is the ultimate controlling party.
First I disagree with Giulia Distaso since i don't think that the Holding D'Amico Società di Navigazione controls the firm, since having just 10% of the shares (and so voting rights) it doesn't (DIRECTLY) have the power to elect/dominate the majority of the board of directors. (and we can also notice that theoretically there could be groups of two or three of the other shareholders that could reach in this way a percentage of voting rights higher that the one of D'Amico Società di Navigazione).
DeleteSaid that we cannot find, from these data, the ultimate controlling party of the firm, but we could make hipotesys, thinkin if there could be agreements between the main shareholders or if, for example, Mr. Tamburi holds shares of the other companies shareholders, thus having (indirectly) the control of the firm having just 6,52% of the shares.
I find myself in disagreement with the last comments in the discussion. Why are you summing up the 4.05 %Tamburi investment partner SPA shares ( the treasury ones) with the Tamburi Giovanni 6.52% shares? you are summing shares which are not owned by the same person on the grounds that Tamburi Giovanni is not the owner of the company we are analyzing . If you ceck out you will find that he's both the CEO and PRESIDENT of the company therefore he has complete control and responsability over the company with regard to its management. Now, the point is , the CEO CAN BE THE OWNER OF THE COMPANY BUT NOT ALL THE TIME. In this case he's not. Therefore according to me the ultimate controlling party is D'amico societa di navigazione spa which in turn does not seem to be controlled by other organizations, so the backward trail ends.
DeleteI don't agree with you Federica because the ultimate controlling party is always a natural person and never a legal entity so if we suppose that Tamburi Giovanni owns D'amico società di navicazione he can be the ultimate controlling party.
DeleteThe controlling party is the natural person who has the decision-making power. Looking at the pie chart, we can make some hypothesis since we cannot answer to the question "who is the ultimate controlling party". In fact, It depends. As michele said we can suppose that is Mr Tamburi who own 6,25% + 4,05 (10,57%).
DeleteControlling party is the natural person, or the group of persons, in charge of having the last say on decision making. By simply looking at the chart the greatest amount of stock is in the hand of D'AMICO SOCIETA' DI NAVIGAZIONE SPA. Therefore I should expect that the ultimate controlling party is the person, or the group of persons, whose decision are relevant in this company.
DeleteIn my opinion, the ownership structure of Tamburi Investment Partners has 2 fundamental features to consider looking for the ultimate controlling party:
Delete- There are no shareholders who own more than 20% of shares.
- 40.65% of shares belong to non-relevant minorities (less than 2%owned).
Therefore, Tamburi investment Partners can be considered as a firm with a widespread shareholding and so as a Public Company.
In this case, the spearation between control and direction is extreme and lead us to consider the firm's management as the ultimate controlling party.
As we said during the lecture, the ultimate controlling party is an individual person or a group of persons, with the highest decision making power. Since it is always a natural person, it cannot be a legal entity. Moreover, considering the difference between the case of a public company and the one of a concentrated owership, it is possible to argue that the controlling party here is the management.
DeleteWe know that Tamburini Investment Partners is an Italian listed company and so a Public listed company, as also demonstrated by borsa italiana web site:
http://www.borsaitaliana.it/borsa/azioni/scheda.html?isin=IT0003153621&lang=it
I agree with Giulia Distaso: I think that the ultimate controlling party is the AD (or a person of the mangament) of D'Amico Società Di Navigazione S.p.a because the company owns the higher number of shares (10.38%).
DeleteThe ultimate controlling party is an individual or a group of persons with the firm’s decision-making power. In public company it is the management, in concentrated ownership it is the controlling shareholder. In this case “D'Amico società di navigazione s.p.a.” owns the majority of the shares. We know that the ultimate controlling party cannot be a legal entity. So the ultimate controlling party is the individual or group of persons that guide the management of D'Amico società di navigazione s.p.a.”.
DeleteThe ultimate controlling party is a natural person ( an individual or a Group of people) capable to exercise the highest decision making power. In this case we may assume that Tamburi Giovanni and Tamburi Investment Partners are owned by the same person (Giovanni Tamburi), and so we may consider him as the ultimate controlling party. He will own indeed an higher number of shares with respect to D'amico Società di navigazione (10,57 vs 10,38).
DeleteI think the ultimate controlling party is the D'Amico società di navigazione s.p.a with 10.38% of the shares. Because it has the biggest percent of shares except the "other shareholders", has a great influence in decision making. Although "other shareholders" account 40.65% shares, each only has less than 2%, so in making decisions, each individuals or groups within "other shareholders" has little influence, their powers can not be considered as total.
DeleteSince Tamburi s.p.a is a public company, the ultimate controlling party should not be the management?
DeleteSince Tamburi s.p.a is a public company, the ultimate controlling party should not be the management? So Giovanni Tamburi, Alessandra Gritti and Claudio Berretti as listed in the "management team" of Tamburi Investment Partners. (Sorry guys,in the previous comment I missed a piece!)
DeleteReplying to Federica Sabato, I think it's not a coincidence that Mr. Giovanni Tamburi is the CEO of the company. It could be the case that there is an economic relationship between Mr. D'Amico and Mr. Tamburi, moreover in the Board of directors there are also two members of the D'Amico family. If this is the case, we could assume that the ultimate controlling party is D'Amico and/or Tamburi.
DeleteIn my view, D'amico Societa di navigazione S.P.A (10.38%) is the ultimate controlling party because it is the biggest shareholder of company.
DeleteThe ultimate controlling party should not be a legal entity but a natural person, an individual or family, state, etc... In this case, the ultimate controlling party is Tamburi Giovanni with 6.52% of sharess
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Deletethe ultimate controlling party is Tamburi Giovanni , as he is a legal person with 6.52 % of shares
DeleteI personally think that Tamburi company has a dispersed ownership since no shareholders own more than the 20% of the voting rights, as the Berle and Means (1932) rule states: "more than 20% of the voting rights is said to have an ultimate owner". In public company the controlling party is the management.
DeleteYes, if we consider that a relevant shareholder is defined as the shareholder that owns more than 2% of the shares. To be more precise, there are 12 relevant shareholders. In fact, all the other that are listed in "other shareholders" cannot be considered as relevant shareholders, inasmuch they have less than the 2%.
DeleteThe ultimate controlling party is stated to having to be a natural person, as a legal entity cannot make decisions by itself, however, is lead by individuals. Furthermore, it is the one governing the financial situation and operating the company on a daily basis. In our case here, d'Amico Societa' Di Navigazione seems to be the relevant party we are looking at. As a holding also is accumulated by various individuals, the person/persons behind the holding would be the relevant shareholder.
DeleteThe ultimate controlling party is the natural person who control d'amico società di navigazione spa, the major shareholder of Tamburi
DeleteThe ultimate controlling party have to be the a natural person, and also one that control the firm
DeleteI think D'amico Societa is the ultimate controlling party because it is the biggest shareholder of company (10.38%).
DeleteWhy is it important to know the ultimate controlling party?
ReplyDeleteBasically to know which interests will influence the strategies of the firm.
DeleteIt is vital firstly to understand if the interests of the controlling party are aligned with the interest of the firm overall; both in long and short term. Moreover, an evaluation of credibility and capabilities will come to place
DeleteBecause he is the person that has the power to control the company, and so to take decisions within it.
DeleteStarting from the point that the ultimate controlling party should be a natural entity and not a legal one. We have to recognize the background and the eventual behavior of this person or the group of people for several reasons: if he is a shareholder that has got 25% of shares he can also Be the controller but may happen that his interest will not be aligned with the ones of the firm and the minority of shareholders because he could try to pursue personal interests in managing decisions. More evident is the framework related to public company: the management represent the ultimate controlling party (because of the dispersion of shares) and they do not have interests int he firm because they haven't shares invested in. That's why is important to give them lots of incentives (remurative firstly) and to ensure that the management has a good level of reputation, because in this way it will be less probable that they will have big incentives to deviate from the objective of the stakeholders or shareholders (depending on the theroy that we are considering).
DeleteHe is important because he is the one with the major influence on the firm. He is the one who takes most of the decisions and that can have good or detrimental effects for the future of the firm.
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DeleteBecause the ultimate controlling party influences a lot the firm and its behavior. So, knowing the ultimate controlling party, we can foresee which strategies will be adopted by the firm, the transactions that will be made and the reasons related to those transactions.
DeleteThe controlling party is important because it dominates the shareholders' meeting, it appoints the majority of the Board of Directors, it dominates the entire financial statement of the firm and it has the power to govern the financial and operating policies. There is no one that controls the controlling party. remember that if you control the BoD you control the management! Anyway, even if the controlling party cannot delegate the control power it can delegate the excercise of the control power to directors. The higher the separation between control and direction the higher the risk of expropriation.
DeleteIt is important because the controlling party has a big influence in the decisions of the firm, on his behavior, and on his present and future targets, both in the short and in the long term.
DeleteThe ultimate controlling party has important role because he has always the decision making power. The controlling party could explain us the behaviour of the firm and it is useful in order to understand if the interest of controlling party is well-aligned with the overall firm interest in the short and long term.
DeleteThrough this position is possible to analyze the separation between ownership and control. The owner is not always the controller, on the contrary, even with a low percentage of the share is it possible to be a controlling party.
The ultimate controlling party is the person or group of persons who has the highest decision-making power. This power is exerted by deciding the majority of the BOD and by governing the financial and operating policies of the business entity. The ultimate controlling party is the major actor in the interactions between various internal and external actors and the board of directors influencing the firm's path to it's primary interests.
DeleteGreat!
DeleteVery good Distaso
I complitely agree with all of you mates. The ultimate owner appoints the BOD and this means having the possibility of determining and controlling the company management which in turn comprises planning, organizing, staffing, leading ,directing, and controlling an organization to accomplish the goal and to put the main objectives into practice. There's nothing more important than this.
DeleteIt's important to know who is the ultimate controlling party because is that person who decides over everything that concerns the society directly and indirectly. Since He/she dominates the board of directors he/she leads all the management. In public company the controlling party is the management so the risk of expropriation is the highest because management doesn't owns shares.
Deleteit is fundamental to know what are the interests of the ultimate controlling party since it is the individual or the group of individual who has the power to govern the firm through finacial and operational decisions.Furthermore it can designated the members of the Board of Directors and it means that is able to control it. It is a great responsibility: the BOD is an instrument that can reduce agency problems since you can supervise managers (the agents).
DeleteBasically if you know the name of this individual and collect all the information about it, you can easily provide explanation of firm's behaviour. The simple question is: WHO IS BEHIND WHAT.
DeleteI would also add that sometimes, in certain kind of business, it would be extremely dangerous to understand who is behind what. But this is another pair of shoes.
DeleteIt is important to know the ultimate controlling party as it is who significantly/totally influence the shareholders meeting.
DeleteMoreover, it is also the one who control the firm and decide how and who will be delegated to exercise this power (CEO and managers).
I would like to add that figuring out who is the ultimate controlling party permit us also to deduce if a firm is a Public Company, private owned or State owned.
Understanding who is the ultimate controlling party is very important because it is an individual or a group of persons that has the highest decision making power. This controlling party, therefore, has the strongest power in the shereholders meeting and it is in charge to appoint the board of directors and so it is able to control them: the control of the mojority of the directors means that the controlling party has the power to govern the financial and operating policies of the firm.
DeleteIt is important to know who is the ultimate controlling party in order to determine who is the person with the majority of control. He/she has the highest decision making power, so he/she is the individual who is able to control the Board of Directors, and so the management, and influence the firm.
DeleteIt's also important because this person may have a conflict of interest and it could damage the company itself.
The ultimate controlling party is the most powerful phisical person which control, directly or not, a company. He/she is so important because he appoints the board of directors and consequently he can define the overall strategy of the firm.
DeleteI agree with my colleagues, it is important to know the ultimate controlling party because it's possible to determine who has the greatest influence in the firm.
DeleteIt is important because it has the highest decision-making power. It is the management of the firm in public company, Its interests should be aligned with the firm’s one. In fact, if there is a huge separation between direction and control, it will be high risk of expropriation.
DeleteBecause the ultimate controlling party has the biggest decision making power, if we know who is the ultimate controlling party, we can know the financial reports, the running policies in short term and long term, and other important information.
DeleteIn addition to all that, it is important because if it implies control the management ,this means control the ASSETS of a firm, assets about which even shareholders cannot take decisions.
DeleteThe ultimate controlling party appoints the Board's members, who in turn elect the managers. It means that the ultimate controlling party indirectly directs the company. Therefore, the decisions of the Board's members and of the management will probably reflect the interests of the ultimate controlling party. Understanding who he/she is, we will understand the interests that the firm aims to achieve. For this reason it is important to identify the ultimate controlling party.
DeleteHe is the "Master of Puppets". I think the more hidden or difficult to be publicly observed, the more important is to find him. "Him" because he's always a (group of) natural person(s).
DeleteIn this particular case... again, in my opinion we are not able to recognise him/them with the information provided.
Ultimate controlling party is important because they are controlers company and give decision making for firm activities.
DeleteHe is important because he is the only one with major affect on the firm. He is the one who makes most of the decisions, the good ones and the bad ones.
Deletesure he is important , because he control the firm and make decisions
DeleteIt is very important to know the ultimate controlling party, inasmuch he/or she is the natural person (or can also be a group of people) that has the preeminent power to decide in the organization. In fact, the ultimate controlling party appoints the directors in the board, which in turn elect the management.
DeleteI agree with all my colleagues: it is important to know who is the ultimate controlling party to be sure to identify the decision-making power. The ultimate controlling party have a strong influence on BoD, so it is important to know who he is also to ensure transparency and to be sure that the interest are aligned.
DeleteI find very interesting everithing has ben told until now. I also would stress his imporntance when thinking at business groups. He is the the one who alligne the behaviour of each single firm toward a common shared objective and forming a single economic entity.
DeleteIts important to know the ultimate controlling party as it has the the biggest % of control and makes the decisions, regarding the most important issues of the firm. What is more, it has the power to elect the BoD and set the companies` organizational structure, so for the Directors and Managers its also important to know it, as they should take into consideration the interests of the ultimate controlling party.
DeleteWhere do the interests lie? What is the ultimate goal of the company? And into which direction is the firm steering? Those are essential questions that can only be answered if the ultimate controlling party is known.
DeleteThe decision making power lies with the controlling party which also determines the characteristics of the venture.
An analysis of the firms' situation is solely possible, if the underlying concepts and practices are known and recognised.
Because if we know the ultimate controlling party we know the real orientation of firm acivity. If we know that the ultimate controlling party of ENI spa is the state, we know that ultimate interest is that of prime minister. It is important also because the ultimate controlling party is the person who have more power in the firm and who have the control on the board.
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DeleteIt is very important to know who is the ultimate controlling party, but it can be also very difficult to understand it, let's the case in which there a lot of firm controlled by firm controlled by others firm, now we know that we can follow the tree of investment and understand the real owner, but in the case of figured head this could very hard to discover, and also the real interest of the controlling party will be difficult to understand
DeleteYap, I agree with many guys, Ultimate controlling party is important, who gives decision making for firm activities.
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ReplyDeleteIs important to know who is the ultimate controlling party, because the ultimate controlling party maybe with only few share of the company can administrate the whole assets of the firm. Like the case of Marco Tronchetti Provera that controlled Telecom with only the 0,7% of the share.
ReplyDeleteYes you are right
DeletePlease, ask questions to your colleagues using the ownership pie chart of Tamburi Investment Partners and the theory discussed during the lesson
ReplyDeleteHaving a look on the ownership structure of Tamburi Investment Partners, would are they possible succesful hostile takeover efforts?
ReplyDeleteLooking at the shares distribution i would say yes. No one directly owns the majority of the shares so an hostile takeover could be theoretically possible.
DeleteTo be more precise 40% of the shares are owned by non relevant shareholders, so is it possible to buy them (quite) easily. So an hostile takeover would be successful if it is possible to buy 11% of shares from the relevant shareholders. We cannot say that for sure since we don't know the relationships between the relevant shareholders, in particular we don't know if they have some agreements or they are controlled by the same group.
In my opinion, i it is difficult for hostile takeover to happen and success in this case.
DeleteThere r a lot of relevant shareholders (at least 12 shareholders). Mr Giovanni Tamburi owns 10.57% (6.52% + 4.05%) of shares.
Theoretically, it is not impossible to buy all 40% of the shares owned by non relevant shareholders. However, there is a huge number of non relevant shareholders. All of us also know that in the real situation, the pie of shares have not changed significantly over time. Thus i think in real case, hostile takeover has small probability to success.
In my opinion yes, a hostile takeover could be possible here. In fact, both mr D'Amico and mr Tambur don't own a amount of equity that makes difficult for external parties to succeed in takeovers.
DeleteI think that, since there are not major shareholders, an hostile takeover is possible, even though not likely. In this case we cannot talk properly of dispersed ownership, as in many US companies, because there are some shareholders that own a pretty high percentage of shares (i.e. D'Amico and Tamburi). Probably the risk of a takeover, even if low, could be an incentive for the management at least not to act in a way that could be detrimental for the interests of the other shareholders.
DeleteI agree with Nguyen and Aurora about the likelihood of the event in these conditions.
DeleteIn my opinion, yes it is possible but the change for Tamburi Investment Partners is not high because Tamburi owners total 10.57% (10.57% = 6.52% + 4.05%) of shares. A marginally higher than largest shareholder D'amico Societa di navigazione S.P.A (10.38%)
Deleteactually i agree with my colleague michele massacesi , both of them don't have the huge amount of equity that doesn't allow to an external party to succeed in takeover
DeleteI think an hostile takehover is possible because there is nobody who has de jure control of the firm that means >50% of the shares so that minority shareholders can obtain together the control of the firm if the set up a coalition also without the consensus of the major owner.
DeleteI think that the possibility of an hostile takeover is very low since the ownership is widely held, but we have to consider the fact that there are some shareholders that own not so low percentage of shares (i.e. D'Amico and Tamburi), so as Aurora stated, this should be an incentive for the management to act not in a detrimental way against shareholders.
DeleteI don't agree with Lucia. Generally speaking, it is exactly in a situation of diffuse ownership that the possibility of a hostile takeover, is more likely to happen.
DeleteHowever, with reference to this specific case I think that an hostile takeover might be plausible.
Of course it is possible. We don't have her a shareholder who owns more than 50% of Shares out, so it could exist a hostile takeover.
DeleteAs the shares are distributed relatively evenly and there is not one major shareholder, a hostile takeover would only then be sensible if a majority of the shares could be obtained. This also means, that the shares of several shareholders must be bought in order to reach a percentage that is interesting for leading the company. Naturally, this again depends on the influence the individual shareholders hold within the firm. But generally, a hostile take-over is possible.
DeleteYes, probably an hostile takeovers maybe done in an easy way due to the fact that a large part of shareholders own less than 2% of shares. So, it could be not too difficult obtain the control of the firm with an hostile takeover.
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DeleteYes indeed company and owner have to pay attention in this situation, reasonably for the controlling party think can be to periodically acquire shares from minority shareholders
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ReplyDeleteSince we were talking about the ultimate controlling party, which are the mechanisms that could be used in this case to get the control of the firm?
ReplyDeleteThere are too many I suppose. Direct-indirect, explicit-implicit, even legal-illegal... As he's not a legal entity, he has an infinite course of actions to chose from, typical of individuals. I mean, he does not exist by law, he is not recognized in any official and formal document as the "ultimate controlling party". He will always be "Mr. Ferrero" or "Tamburi Giovanni"(father) & "Tamburi Giorgio"(son), for example. What do you think?
DeleteThe answer certainly depends on the way the control wants be be achieved. Aligning the interests of the majority of shareholders might be the more subtle way of finding a consensus, however, at the same time means that is successful, the revenues will have to be shared depending on the amount of shares.
DeleteLooking at it from another perspective, the control could be advanced by taking over the shares of the raining parties, which can be done in multiple ways, as Gian Marco has already mentioned.
Thus, there is no one-way answer to this question, but it rather opens up a whole new way of looking at take-over situations.
I think that,even if he is not a legal entity but a natural person he has to comply with law so, rather than choosing an illegal mean, he could choose between several mechanisms such as contracts or clauses with other shareholders as formal devices to reinforce his control or informal devices such as personal ties with them..
ReplyDeleteIs it possible that there is no separation between ownership and control in a state owned company in which the majority shareholder owns 70% of the shares and there are neither a pyramidal structure nor dual class shares?
ReplyDeleteYes, I think that in this case ownership and control are quite not separated. What about direction?
ReplyDeleteIn the case of a state owned company, direction is likely to be different from control, in that the ministry who controls the firm doesn't direct it personally, as the direction is left to a CEO. This is the situation we meet in Statoil, a norwegian state-owned company.
DeleteHi guys, this is a old topic already but could u help me to answer this question?
ReplyDeleteFollowing the Italian corporate governance code, does Tamburi Investment Partners need a lead independent director? Generally, in which case it is necessary to have a lead independent director?
In this case it would be strongly recommended the appointment of a lead independent director (LID) since the person controlling the issuer, Giovanni Tamburri, sits in the vest of chairman.
ReplyDeleteThe other case to be considered for the appointment of a LID is when the CEO sits as chairman. What is the rationale of the code? It is to prevent that the controller or double CEOs do not timely and accurately information to the BoD.
Alberto was very clear, as always, did he solve your problem?
DeleteCan we have an ultimate owner in a widely held corportaion?
ReplyDeleteI think yes
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