In the first case Targetti owns the same percentage of cash flow rights and voting rights in Tivoli: 50% of voting rights and 50% of cash flow rights,through the complete ownership of Targetti North America. In the second case, Giampaolo Targetti (who is the ultimate controlling party of Targetti, having 39,5% of shares of Targetti,) owns the 50% of voting rights in Tivoli as previously,but cash flow rights equal to 19,5% (the 39,5% of the 100% of 50%).
The ultimate controlling party is defined as an individual or a Group of persons who has the highest decision making power.In this case the ultimate controlling party of the business group is Giampaolo Targetti. He is the ultimate controlling party of Targetti, having 39,5% of shares of it.
According to you Gianpaolo Targetti is the ultimate controlling party with its 39.6% of shares, in fact the other relevant shareholders also with an agreement can not arrive at a number of hares bigger than Targetti
The ultimate controlling party is Giampaolo Targhetti, who owns the 39.866% of the shares. Abotu the question, I agree with Federica: Targhetti has the 50% both of voting rights and cash flow rights
I also agree with you guys. Giampaolo Targhetti is clearly the ultimate controlling party because he has almost 40% of shares within the group. About the questions shown in the picture, I think that Targhetti own the 50% of voting rights. The same 50% is effective also for cash flow rights because Tivoli Llc is owned for 50% by Targhetti North America which ownes Tivoli Llc for 50%.
Targetti owns entirely Targetti North America, which in turn owns the 50% of voting rights and cash flow rights in Tivoli. Therefore, Targetti owns the 50% of voting rights and 50% of cash flow rights (50%x100%). Giampaolo Targetti, the ultimate controlling party, owns the 50% of voting rights and the 19.5% of cash flow rights (39%x100%x50%) in Tivoli.
@Umberto: imho, the ucp in this case is the Targetti family as a whole, a group of natural persons, not just Gianpaolo. The position of Lorenzo & Stella (7% together) is way more than a simple "ago della bilancia".
We can easily see that the ultimate controlling party in this case is Giampaolo Targetti. He owns the 39,6% of shares. In addition we can say that Targetti owns the 50% of the voting rights. The ultimate controlling party is G. Targhetti because he owns the 50% of voting rights and almost the 20% of the cash flow.
I agree with you guys. The ultimate controlling party is the person who has the ultimate decision making, then I think that is correct to argue that Giampaolo targhetti is the u.c.p., having a 39,86% of the shares.
Targetti has 50% of voting roghts and 50% of cash flow rights since we totally owns Targetti NA Giampaolo Targetti, the ultimate controlling party of Targetti, owns the 50% of voting rights in Tivoli but only 19,5% of cash flow rights.
In Tivoli, Targetti owns both 50% for the voting rights and the cash flow rights. As for Cash flow rights that Giampaolo Targetti owns in Tivoli its 39.5% of the 100% of the 50% of Tivoli, so its 19.75.
Targetti owns 50% for the voting rights and the cash flow rights of Tivoli. As for the Cash flow rights Giampaolo Targetti owns in Tivoli its 39.5% of the 100% of the 50% of Tivoli, so its 19.75, just like my colleagues said.
So, now it is clear, the cash flow rights and the voting rights, that Targhetti owns in Tivoli, are both 50% but this is a case because of 100% ownership of Targhetti North America. Giampaolo Targhetti owns in Tivoli the 19,5% of cash flow rights (39% of 100% of 50%). But my question is: What are the cash flow rights and the voting rights that Antonio Orlandi owns in Tivoli? and in Duratel? Are there any differences?
I think: The cash flow right of Antonio Orlandi - in Tivoli is: 6.775% * 100% * 50% = 3.39% - in Duratel is: 6.775% * 50.66% = 3.43% In both case the voting rights of Antonio Orlandi is 0 because he is not controlling party.
Since Antonio Orlandi is not the major shareholder, then he is not the ultimate controlling party, and he doesn't have voting rights. For what concerns the cash flow rights he has in Tivoli : 0,06775 * 1* 0,5 = 3,39%
For the cash flow rights he has 6.775%*100%*50%, so they are egual to 3.39%, but he doesn't have voting rights because Antonio Orlandi is not the controlling party.
Antonio Orlandi is not the ultimate controlling party thus he doesn't own voting rights in Tivoli. He, of course, owns cash flow rights that are equal to 3.39%, that is 6.775%x100%x50%.
As other guys said, I think in this case that che control over T.N.A. (100%) is to be considered Gianpaolo Targetti's exclusive, so that the others may claim only cash flow rights in the subsidiaries controlled by Targetti Company.
Antonio Orlandi in Tivoli has 0,06775 x 1 x 0,5 = 3,388% of the cash flow rights. While for what concerns the voting rights he has none of them, since he is the minority shareholder of the holding that controls this subsidiary.
We have the cash flow right of Antonio Orlandi in Tivoli =6.775% * 100% * 50% = 3.39% and in Duratel= 6.775% * 50.66% = 3.43% because Antonio Orlandi is not controlling party, so both of cases the voting rights of Antonio Orlandi is 0
Just compute the product between 0.06775 x 1 x 0.5 and you get 3.39 % of cash flow rights. You can easily understand, moreover, that Orlandi is the minority shareholder of the holding.
I also agree. The cash flow right of Antonio Orlandi in Tivoli is 3.39% ( 6.775% * 100% * 50% ) and in Duratel 3,43% (6.775% * 50.66%). Antonio Orlandi is a relevant minority shareholder, so he has cash flow rights, but no voting rights.
Targetti has 50% of cash flow rights and 50% of voting rights in Tivoli because it totally owns Targhetti North America , which in turn owns the 50% of Tivoli. However if we focus on the specific physical person of Gianpaolo Targhetti , the percentage of voting right is the same as before (50%) but now the cash flow rights are around 20% because he owns only 39,5% of Targhetti which in turn owns the 100% of Targhetti usa which in turn owns the 50% of Tivoli . (39,5% of the 100% of 50%)
According to the legal entity map, Targhetti owns the 50% of the voting rights in Tivoli. Moreover Targhetti controls Tivoli indirectly via Targhetti North America. The cash flow right owned by Targhetti in Tivoli are 50%, since Targhetti control directly the 100% of Targhetti North America that in turn controls the 50% of Tivoli ( 1 * 0.5 = 0.5 ). Anyway Targhetti is controlled by Giampaolo Targhetti with the 39.55% of voting rights. Giampaolo Targhetti owns in Tivoli the 19.775% of cash flow right, since he controls Targhetti at 39.55%, that in turn controls Targhetti North America at 100%, that in turn controls Tivoli at 50% ( 0.3955 * 1 * 0.5 = 0.19775 ).
Targetti owns 50% of cash flow rights and 50% of voting rights in Tivoli through Targetti North America. In the second case we have Gianpaolo Targetti that owns 50%of voting rights in Tivoli but only 19.5% of cash flow rights.
In this map Gianpaolo Targetti owns 50% for the voting rights and the cash flow rights, he is the owner at 100% of Targhetti North America. For Cash flow rights that Giampaolo Targetti has 19.75%.
Targetti owns 50% of voting rights in Tivoli as expressed in the Group legal entity map, and its cash flow rights will be again 50% (100%x50%). The cash flow rights of Giampaolo Targetti will be intead equal to 19,75% (39,5%x100%x50%).
As my colleague Arianna said, Targetti has the 50% of cash flow rights and 50% of votes in Tivoli. This is done through Targetti North America. While with reference to the other case we notice how have Gianpaolo Targetti has the 50% of voting rights in Tivoli but his cash flow rights are less, basically the 19.5%.
I think that,since Domenico Neri Srl is not the ultimate controlling party of Targetti,he has 0 % of voting rights in Dura Lamp Int.sa. The cash flow rights instead will be equal to 3,894% (the 14,97% of Targetti,which owns the 51% of Duralamp,in turn owning the 51% in Dura Lamp).
I agree with Saverio, why does he have no voting rights? Maybe their voting rights are irrelevant since there is an ultimate controlling party, but in my opinion is wrong to say that he hasn't any voting rights
In my opinion the entity Domenico Neri Srl has no voting rights in Dura Lamp Int.sa for the simple reason that it is not able to exert control in Targetti. Being unable in doing so of course it will not be able to influence the decisions made in the subsidiaries. However Domenico Neri Srl can only benefits of dividends via TARGETTI. In this entity, controlled by the entity Gianpaolo Targetti, has holds the shares of Dura Lamp Int.sa.
To put in short Domenico Neri Srl exerts its right to the dividends for 14,97% of the profit realized by TARGETTI. The profit of TARGETTI do also take into account the dividends obtained in Dura Lamp Int.sa. Here you can explain why Domenico Neri Srl gets dividends without holding any share.
Domenico Neri is a minority shareholder who owns the 14,97% of shares of Targetti and I think he is not able to exercise voting rights in Dura Lamp Int.sa. However he will receive cash flow rights thanks to its ownership in Targetti, which in turn owns the 51% of cash flow rights in Dura Lamp, which owns the 51% of Dura Lamp Int.sa. Therefore the cash flow rights of Domenico Neri in Dura Lamp Int.sa are 3.89% (14.97%x51%x51%).
I agree with Alberto. As the Professor said, when we have a group, voting rights count in the host company off course, while when we pass to the various controlled subsidiaries, voting rights are to be owned just by the one who has the power to power to appoint the BoD of the Subs, that is the UCP..
Domenico Neri has the 14,97% x 51% x 51% = 3.89% of the cash flow rights in Dura Lamp int. sa. While he has no voting rights in it, being him the minority shareholder of the holding that own this subsidiary
Domenico Neri is a minority shareholder who owns the 14,97% of shares, and he should not be able to exercise voting rights in Dura Lamp Int.sa. The cash flow rights of Domenico Neri in Dura Lamp Int.sa is 3.89% (by multiplying 14.97%x51%x51%).
Domenico Neri srl has the 3.89% of the cash flow rights in Dura Lamp. Domenico Neri Srl has no voting rights in Dura Lamp Int.sa because it is not able to exert control in Targetti.
Targhetti owns the 50% of cash flow and voting rights in Tivoli, as results from the product of 100% of ownership of the subsidiary Targhetti North America and the 50% it has on Tivoli. If we only talk about Giampaolo Targhetti, his cash flow rights on Tivoli are just 19.78%, as he owns 39.58% of Targhetti's shares, which owns 50% of Tivoli.
After revising my notes the picture is more clear. Anwering to question 1) In this case Cash Flow Rights (CFR) = Voting Rights (VR) for the overall amount of 50%. Why? CFR = 0.5*1 and VR is 50% since Targetti fully controls Targetti USA which in turn controls Tivoli with 50%. So Targetti controls inderectly Tivoli with only 50%.
Answering to question 2) It is just a matter of following the control chain as in the previous case. So CFR = 0.3866*1*0.5= 0.1933
In the first case, the cash flow rights that Targetti owns in Tivoli is the 50%, while the voting rights is the 39.5%. In the second case, the cash flow rights that Giampaolo Targetti owns in Tivoli is the 39.5%*50% that is equal to 19.75%.
The voting rights and the cash flow rights that targetti owns in Tivoli are 50%. While, the voting rights that Giampaolo Targetti owns in Tivoli are 50% and the Cash Flow rights are equal to 19,75%, given by 39,5% * 100% * 50%)
1) Targetti owns in Tivoli cash flow rights and voting rights that are equal to 50%. Indeed, since Targetti completely controls Targetti USA the cash flow rights are: 100% * 50% (and the same for the computation of the voting rights). 2) Giampaolo Targetti instead owns in Tivoli the following cash flow rights: 39,86%*100%*50% = 19,93%.
Since the owner of Domenico Neri Srl. is not the ultimate controlling party of Targetti it does not have any voting rights. He or she will, however, have 8,988% (=14.97% * 60%) of cash flow rights of that company.
In my opinion, all shareholders which own shares that include voting rights (and so not shares with limited voting rights), have the possibility to intervene in all the meetings in which their rights have been recognized.
I think the percentage of cash flow right that Domenico Neri Srl owns in Esedra is 9.88% (=14.97% * 66%) and he is not the ultimate controlling party then he is not have any voting rights
I agree with Francesco Massacesi, all the shareholders have voting rights, proportional to the amount of shares held. In this case Domenico Neri srl has the 9.88% of voting rights in Esedra.
Dear Federica, as told by Agnese, the party you are mentioning should have no voting rights on Esedra, that's basically because the one who will appoint the BoD composition of the subsidiary is the UCP of Targetti, Gianpaolo Targetti.
Domenico Neri Srl. is not the ultimate controlling party of Targetti and it doesn't have any voting rights. He has only 8,99% more or less of cash flow rights of the comany.
Targetti Owns 50% of voting rights and 50% of cash flow rights in Tivoli (100%x50%). Giampalo Targetti owns 20% of cash flow rights in Tivoli (39%x100%x50%).
in Tivoli , Targetti owns both 50% for the voting rights and the cash flow rights. As for Cash flow rights that Giampaolo Targetti owns in Tivoli ( 39.5% * 100% * 50% = 19.75)
I think that Lorenzo Targetti doesn't own voting rights in Esedra since he only owns the 3.5% of voting rights in Targetti. Concerning the cash flow rights of Lorenzo Targetti in Esedra they should be 2.31% (3.5%x66%).
Well, it is a good question, very good. Teorically, he has NO voting rights in ANY of the Targhetti subsidiaries. This is in theory because if we consider the UCP only Gianpaolo Targetti is ok, but this is not if we admit that the entire Targetti family has to be considered the UCP. In the latter case, in fact, as a shareholder he will have 0% voting rights, but as a member of UCP he will have the same voting rights of his father (?), Gianpaolo Targetti. According to cash flow rights instead, Lorenzo Targetti should own the 2.31%, as Aurora, Thuy Le and Luca correctly stated.
Voting Rights are 50% and the same for Cash Flow rights of Targetti in Tivoli. Giampaolo Targetti owns the 39,5% of Targetti so its cash flow rights are 19,75%.
According to the map, Targetti owns the 50% of voting rights in Tivoli; then Targetti controls also Tivoli (indirectly) by having the 100% of Targetti North America. The cash flow right owned in Tivoli by Targetti are 50% because Targetti, as I mentioned before, controls the 100% of Targetti north america that controls the 50% of Tivoli. Targhetti is controlled by Giampaolo Targhetti with the 39.85% of voting rights. Giampaolo Targhetti owns in Tivoli almost the 20% of cash flow right (0,3985*1*0,5)
I believe that since Antonio Orlando is not able to exert control on TARGETTI, then he is not able to dominate the decisions held in the subsidiaries. Antonio Orlando therefore has no voting rights in Hangzhou Duralamp El. Co. Ltd (China).
Antonio Orlandi has 1,6%, of Cash flow rights in Hangzhou Duralamp El. Co. Ltd (China). For what concerns voting rights, I disagree with Alberto: even if Orlandi is not the ultimate controlling party, in my opinion it is wrong to say that he has no voting rights. He has some voting rights, but they are insignificant.
I also think that it makes sense to talk about voting rights when we consider the controlling party, whilst it is always possible to compute the cash flow rights. Why do you say that Orlandi owns the 1.6% of voting rights? Shouldn't he own the 0.86% of cash flow rights in Hangzhou Duralamp El. Co. Ltd (China)?? (6.775%x51%x51%x49%).
As many of the cases above, here we have no voting rights in subsidiaries by minority shareholders of Targetti. Aurora, in my opinion you are correct when saying that cash flow rights are under the 1%.
Imagine the NATO or ONU cases. You are an italian politician of the minority party. You have a certain amount of votes so to influence at a certain portion of the Italian Parliament composition. But when it comes to choose important/vital seats to be put in International Organizations representatives (usually the Minister of Foreign Affairs and various state secretaries) you have absolutely no control nor in choosing them or telling them what to say. Why? Because the ultimate controlling party of Italy is the Italian Prime Minister (you are just part of the minority), so he will decides along with his council who to put and where. Hope this example coul be useful, not pertinent, but maybe helps..
Well but explain me this stuff because ok that he is a minority shareholder of Targetti, but what does it mean 0%? He has no reason to vote then??? Please be clearer in this point
Just suppose for a second that Orlandi owns voting rights in Hangzhou Duralamp El.Co. Ltd (China), in this case they should be the 49%. But take now into consideration Giampaolo Targetti, how many voting rights he owns? 49% as well. Of course it doesn't make sense, and it should be clear that we cannot talk about voting rights owned in a subsidiary by a minority shareholder of the holding company. I hope I made it clear.
In my opinion, Antonio Orlandi is not the controlling party in Targhetti (parent company). Therefore, he also dosen't have the influence on Targetti's subsidiaries. It leads to the fact that his voting right in Hangzhou Duralamp is zero.
I agree with Nguyen Ngoc Dung, the voting right of Antonio Orlandi in Hangzhou Duralamp is zero because he is not the controlling party in Targhetti (parent company). Hence, he also dosen't have the influence on Targetti's subsidiaries.
Yes, actually I asked to the professor and I have it clear now; it works in the following way: In the Holding, the minority shareholders has voting rights, but in the subsidiaries, the minority shareholders doesn't have voting rights
Considering DMF Ltd (Cina) The cash flow rights of Gianpaolo Targhetti is: 39.866% * 51% * 51% * 100% = 10.37% The voting right he owns in DMF is 100% Am i right?
I think the cash flow rights that Targetti owns in Targetti Polska lower than those owned i A2 because Targetti has 70% cash flow rights in Targetti Polska while he has 75% cash flow rights in A2 Srl
Hi guys, in this case, asuming that the ownership structure of the company "Giampaolo Targetti" is composed by three individuals: Michael 35% of the shares, Richard 40% and Sara 25%. Who could be the ultimate controlling party of Duratel?
In my opinion, in the case the ownership structure of the company "Giampaolo Targetti" is composed by three individuals: Michael 35% of the shares, Richard 40% and Sara 25% then Richard will be the ultimate controlling party of Duratel
According to the chart,Tivoli of Targetti owns 50% for the voting rights and the cash flow rights.And Giampaolo Targhetti owns in Tivoli the 19.75% of cash flow right( 39.5%*50%)
In the first case Targetti owns the same percentage of cash flow rights and voting rights in Tivoli: 50% of voting rights and 50% of cash flow rights,through the complete ownership of Targetti North America.
ReplyDeleteIn the second case, Giampaolo Targetti (who is the ultimate controlling party of Targetti, having 39,5% of shares of Targetti,) owns the 50% of voting rights in Tivoli as previously,but cash flow rights equal to 19,5% (the 39,5% of the 100% of 50%).
According to you, who is the ultimate controlling party?
DeleteThe ultimate controlling party is defined as an individual or a Group of persons who has the highest decision making power.In this case the ultimate controlling party of the business group is Giampaolo Targetti. He is the ultimate controlling party of Targetti, having 39,5% of shares of it.
Delete@Alberto: Giampaolo Targetti, I agree with Nardi
Deletewell, the ultimate controlling party in this case is Giampaolo Targetti, that owns the 39,8% of shares
DeleteAccording to you Gianpaolo Targetti is the ultimate controlling party with its 39.6% of shares, in fact the other relevant shareholders also with an agreement can not arrive at a number of hares bigger than Targetti
DeleteFrom my point of view the ultimate controlling party is Gianpaolo Targetti, who is the major shareholder of "TARGETTI".
DeleteI agree with Nardi as well, the ultimate controlling party is absolutely Giampaolo Targetti.
DeleteFor sure the ultimate controlling party is Gianpaolo Targetti, a fiscal person.
DeleteI agree, the Gianpaolo Targetti is the major shareholder of Targetti (39.6% of shares), then he is the ultimate controlling party.
DeleteThe ultimate controlling party is Giampaolo Targhetti, who owns the 39.866% of the shares.
DeleteAbotu the question, I agree with Federica: Targhetti has the 50% both of voting rights and cash flow rights
I also agree with you guys. Giampaolo Targhetti is clearly the ultimate controlling party because he has almost 40% of shares within the group. About the questions shown in the picture, I think that Targhetti own the 50% of voting rights. The same 50% is effective also for cash flow rights because Tivoli Llc is owned for 50% by Targhetti North America which ownes Tivoli Llc for 50%.
DeleteTargetti owns entirely Targetti North America, which in turn owns the 50% of voting rights and cash flow rights in Tivoli. Therefore, Targetti owns the 50% of voting rights and 50% of cash flow rights (50%x100%).
DeleteGiampaolo Targetti, the ultimate controlling party, owns the 50% of voting rights and the 19.5% of cash flow rights (39%x100%x50%) in Tivoli.
@Umberto: imho, the ucp in this case is the Targetti family as a whole, a group of natural persons, not just Gianpaolo. The position of Lorenzo & Stella (7% together) is way more than a simple "ago della bilancia".
DeleteWe can easily see that the ultimate controlling party in this case is Giampaolo Targetti. He owns the 39,6% of shares. In addition we can say that Targetti owns the 50% of the voting rights. The ultimate controlling party is G. Targhetti because he owns the 50% of voting rights and almost the 20% of the cash flow.
DeleteI agree with you guys. The ultimate controlling party is the person who has the ultimate decision making, then I think that is correct to argue that Giampaolo targhetti is the u.c.p., having a 39,86% of the shares.
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DeleteOn my point of view the ultimate controlling party is Mr. Targhetti
DeleteYap, Gianpaolo Targetti is tultimate controlling party (39.6% of shares)
DeleteTargetti has 50% of voting roghts and 50% of cash flow rights since we totally owns Targetti NA
DeleteGiampaolo Targetti, the ultimate controlling party of Targetti, owns the 50% of voting rights in Tivoli but only 19,5% of cash flow rights.
Giampaolo Targetti is the ultimate controlling party of the company with 39,6% of shares.
DeleteIn Tivoli, Targetti owns both 50% for the voting rights and the cash flow rights.
ReplyDeleteAs for Cash flow rights that Giampaolo Targetti owns in Tivoli its 39.5% of the 100% of the 50% of Tivoli, so its 19.75.
Targetti owns 50% for the voting rights and the cash flow rights of Tivoli. As for the Cash flow rights Giampaolo Targetti owns in Tivoli its 39.5% of the 100% of the 50% of Tivoli, so its 19.75, just like my colleagues said.
ReplyDeleteSo, now it is clear, the cash flow rights and the voting rights, that Targhetti owns in Tivoli, are both 50% but this is a case because of 100% ownership of Targhetti North America. Giampaolo Targhetti owns in Tivoli the 19,5% of cash flow rights (39% of 100% of 50%). But my question is: What are the cash flow rights and the voting rights that Antonio Orlandi owns in Tivoli? and in Duratel? Are there any differences?
ReplyDeleteI think: The cash flow right of Antonio Orlandi
Delete- in Tivoli is: 6.775% * 100% * 50% = 3.39%
- in Duratel is: 6.775% * 50.66% = 3.43%
In both case the voting rights of Antonio Orlandi is 0 because he is not controlling party.
Since Antonio Orlandi is not the major shareholder, then he is not the ultimate controlling party, and he doesn't have voting rights. For what concerns the cash flow rights he has in Tivoli : 0,06775 * 1* 0,5 = 3,39%
DeleteFor the cash flow rights he has 6.775%*100%*50%, so they are egual to 3.39%, but he doesn't have voting rights because Antonio Orlandi is not the controlling party.
DeleteIn my opinion, the cash flow rights and the voting rights that Antonio Orlandi owns in Tivoli are 3.39% (=6.775%*100%*50%) and 0% voting right.
Deletethe cash flow rights and the voting rights that Antonio Orlandi owns in Duratel are 3.43% (=6.775% * 50.66%) and 0% voting right.
Antonio Orlandi is not the ultimate controlling party thus he doesn't own voting rights in Tivoli. He, of course, owns cash flow rights that are equal to 3.39%, that is 6.775%x100%x50%.
DeleteAs other guys said, I think in this case that che control over T.N.A. (100%) is to be considered Gianpaolo Targetti's exclusive, so that the others may claim only cash flow rights in the subsidiaries controlled by Targetti Company.
DeleteWe can calculate the cash flow rights by multiplying: 6,775 x 100% x 50% = 3,39%
DeleteAntonio Orlandi in Tivoli has 0,06775 x 1 x 0,5 = 3,388% of the cash flow rights. While for what concerns the voting rights he has none of them, since he is the minority shareholder of the holding that controls this subsidiary.
Delete6.775×100%×0.5~3.9% of the cash flow right so Mr Orlandi is a minority shareholder
DeleteWe have the cash flow right of Antonio Orlandi in Tivoli =6.775% * 100% * 50% = 3.39% and in Duratel= 6.775% * 50.66% = 3.43%
Deletebecause Antonio Orlandi is not controlling party, so both of cases the voting rights of Antonio Orlandi is 0
Just compute the product between 0.06775 x 1 x 0.5 and you get 3.39 % of cash flow rights. You can easily understand, moreover, that Orlandi is the minority shareholder of the holding.
DeleteI also agree. The cash flow right of Antonio Orlandi in Tivoli is 3.39% ( 6.775% * 100% * 50% ) and in Duratel 3,43% (6.775% * 50.66%). Antonio Orlandi is a relevant minority shareholder, so he has cash flow rights, but no voting rights.
DeleteTargetti has 50% of cash flow rights and 50% of voting rights in Tivoli because it totally owns Targhetti North America , which in turn owns the 50% of Tivoli. However if we focus on the specific physical person of Gianpaolo Targhetti , the percentage of voting right is the same as before (50%) but now the cash flow rights are around 20% because he owns only 39,5% of Targhetti which in turn owns the 100% of Targhetti usa which in turn owns the 50% of Tivoli . (39,5% of the 100% of 50%)
ReplyDeleteAccording to the legal entity map, Targhetti owns the 50% of the voting rights in Tivoli. Moreover Targhetti controls Tivoli indirectly via Targhetti North America. The cash flow right owned by Targhetti in Tivoli are 50%, since Targhetti control directly the 100% of Targhetti North America that in turn controls the 50% of Tivoli ( 1 * 0.5 = 0.5 ).
ReplyDeleteAnyway Targhetti is controlled by Giampaolo Targhetti with the 39.55% of voting rights. Giampaolo Targhetti owns in Tivoli the 19.775% of cash flow right, since he controls Targhetti at 39.55%, that in turn controls Targhetti North America at 100%, that in turn controls Tivoli at 50% ( 0.3955 * 1 * 0.5 = 0.19775 ).
Targetti owns 50% of cash flow rights and 50% of voting rights in Tivoli through Targetti North America. In the second case we have Gianpaolo Targetti that owns 50%of voting rights in Tivoli but only 19.5% of cash flow rights.
ReplyDeleteIn this map Gianpaolo Targetti owns 50% for the voting rights and the cash flow rights, he is the owner at 100% of Targhetti North America. For Cash flow rights that Giampaolo Targetti has 19.75%.
ReplyDeleteTargetti owns 50% of voting rights in Tivoli as expressed in the Group legal entity map, and its cash flow rights will be again 50% (100%x50%). The cash flow rights of Giampaolo Targetti will be intead equal to 19,75% (39,5%x100%x50%).
ReplyDeleteAs my colleague Arianna said, Targetti has the 50% of cash flow rights and 50% of votes in Tivoli. This is done through Targetti North America. While with reference to the other case we notice how have Gianpaolo Targetti has the 50% of voting rights in Tivoli but his cash flow rights are less, basically the 19.5%.
DeleteWhat are the cash flow rights and the voting rights that Domenico Neri Srl owns in Dura Lamp Int. Sa ?
ReplyDeleteI think that,since Domenico Neri Srl is not the ultimate controlling party of Targetti,he has 0 % of voting rights in Dura Lamp Int.sa. The cash flow rights instead will be equal to 3,894% (the 14,97% of Targetti,which owns the 51% of Duralamp,in turn owning the 51% in Dura Lamp).
DeleteWhy does it have 0% voting rights, even if it owns 14,97% in Targetti?
DeleteI agree with Saverio, why does he have no voting rights? Maybe their voting rights are irrelevant since there is an ultimate controlling party, but in my opinion is wrong to say that he hasn't any voting rights
DeleteIn my opinion the entity Domenico Neri Srl has no voting rights in Dura Lamp Int.sa for the simple reason that it is not able to exert control in Targetti. Being unable in doing so of course it will not be able to influence the decisions made in the subsidiaries. However Domenico Neri Srl can only benefits of dividends via TARGETTI. In this entity, controlled by the entity Gianpaolo Targetti, has holds the shares of Dura Lamp Int.sa.
DeleteTo put in short Domenico Neri Srl exerts its right to the dividends for 14,97% of the profit realized by TARGETTI. The profit of TARGETTI do also take into account the dividends obtained in Dura Lamp Int.sa. Here you can explain why Domenico Neri Srl gets dividends without holding any share.
DeleteIn my view, the cash flow rights of Domenico Neri Srl owns in Dura Lamp Int. Sa are 14.97% (<30%) then he is not the voting rights (0% voting rights).
DeleteDomenico Neri is a minority shareholder who owns the 14,97% of shares of Targetti and I think he is not able to exercise voting rights in Dura Lamp Int.sa. However he will receive cash flow rights thanks to its ownership in Targetti, which in turn owns the 51% of cash flow rights in Dura Lamp, which owns the 51% of Dura Lamp Int.sa. Therefore the cash flow rights of Domenico Neri in Dura Lamp Int.sa are 3.89% (14.97%x51%x51%).
DeleteI agree with Alberto. As the Professor said, when we have a group, voting rights count in the host company off course, while when we pass to the various controlled subsidiaries, voting rights are to be owned just by the one who has the power to power to appoint the BoD of the Subs, that is the UCP..
DeleteDomenico Neri has the 14,97% x 51% x 51% = 3.89% of the cash flow rights in Dura Lamp int. sa. While he has no voting rights in it, being him the minority shareholder of the holding that own this subsidiary
DeleteDomenico Neri is a minority shareholder who owns the 14,97% of shares, and he should not be able to exercise voting rights in Dura Lamp Int.sa. The cash flow rights of Domenico Neri in Dura Lamp Int.sa is 3.89% (by multiplying 14.97%x51%x51%).
DeleteAlberto you are right, thanks for your efforts, you are very clear as always!
DeleteGood guys, i see most of you agree on the result
DeleteDomenico Neri srl has the 3.89% of the cash flow rights in Dura Lamp. Domenico Neri Srl has no voting rights in Dura Lamp Int.sa because it is not able to exert control in Targetti.
DeleteTarghetti owns the 50% of cash flow and voting rights in Tivoli, as results from the product of 100% of ownership of the subsidiary Targhetti North America and the 50% it has on Tivoli.
ReplyDeleteIf we only talk about Giampaolo Targhetti, his cash flow rights on Tivoli are just 19.78%, as he owns 39.58% of Targhetti's shares, which owns 50% of Tivoli.
After revising my notes the picture is more clear.
ReplyDeleteAnwering to question 1) In this case Cash Flow Rights (CFR) = Voting Rights (VR) for the overall amount of 50%. Why? CFR = 0.5*1 and VR is 50% since Targetti fully controls Targetti USA which in turn controls Tivoli with 50%. So Targetti controls inderectly Tivoli with only 50%.
Answering to question 2) It is just a matter of following the control chain as in the previous case. So CFR = 0.3866*1*0.5= 0.1933
In the first case, the cash flow rights that Targetti owns in Tivoli is the 50%, while the voting rights is the 39.5%.
ReplyDeleteIn the second case, the cash flow rights that Giampaolo Targetti owns in Tivoli is the 39.5%*50% that is equal to 19.75%.
The voting rights and the cash flow rights that targetti owns in Tivoli are 50%. While, the voting rights that Giampaolo Targetti owns in Tivoli are 50% and the Cash Flow rights are equal to 19,75%, given by 39,5% * 100% * 50%)
ReplyDelete1) Targetti owns in Tivoli cash flow rights and voting rights that are equal to 50%. Indeed, since Targetti completely controls Targetti USA the cash flow rights are: 100% * 50% (and the same for the computation of the voting rights).
ReplyDelete2) Giampaolo Targetti instead owns in Tivoli the following cash flow rights: 39,86%*100%*50% = 19,93%.
Guys, what is the percentage of voting rights that Domenico Neri Srl owns in Esedra?
ReplyDeleteSince the owner of Domenico Neri Srl. is not the ultimate controlling party of Targetti it does not have any voting rights. He or she will, however, have 8,988% (=14.97% * 60%) of cash flow rights of that company.
Deleteok.. perfect! thanks for your answer! so, if I am not the ultimate controlling party, i have no voting rights?
DeleteIn my opinion, all shareholders which own shares that include voting rights (and so not shares with limited voting rights), have the possibility to intervene in all the meetings in which their rights have been recognized.
DeleteI think the percentage of cash flow right that Domenico Neri Srl owns in Esedra is 9.88% (=14.97% * 66%) and he is not the ultimate controlling party then he is not have any voting rights
DeleteI agree with Francesco Massacesi, all the shareholders have voting rights, proportional to the amount of shares held. In this case Domenico Neri srl has the 9.88% of voting rights in Esedra.
DeleteDear Federica, as told by Agnese, the party you are mentioning should have no voting rights on Esedra, that's basically because the one who will appoint the BoD composition of the subsidiary is the UCP of Targetti, Gianpaolo Targetti.
DeleteI agree with Agnese and Gian Marco, since Domenico Neri Srl has no voting rights on Esedra.
DeleteDomenico Neri Srl cannot be the ultimate controlling party of Targetti because it does not have any voting rights.
DeleteI agree with Gian Marco, the ultimate controlling party of Targetti, Gianopaolo Targetti will appoint the Bod composition of the subsidiary!!
DeleteDomenico Neri Srl. is not the ultimate controlling party of Targetti and it doesn't have any voting rights. He has only 8,99% more or less of cash flow rights of the comany.
DeleteTargetti Owns 50% of voting rights and 50% of cash flow rights in Tivoli (100%x50%). Giampalo Targetti owns 20% of cash flow rights in Tivoli (39%x100%x50%).
ReplyDeleteI agree with you Lucia! But I have to say to be clear Giampaolo Targetti owns 19.5%! ;)
DeleteCorrect, as we said in class.
Deletein Tivoli , Targetti owns both 50% for the voting rights and the cash flow rights.
ReplyDeleteAs for Cash flow rights that Giampaolo Targetti owns in Tivoli ( 39.5% * 100% * 50% = 19.75)
What are the cash flow rights and the voting rights that Lorenzo Targetti owns in Esedra?
ReplyDeleteLorenzo Targhetti owns 3.5% x 66% = 2.31% of cash flow rights but his voting rights are 3.5%
DeleteIn my view, the cash flow rights and the voting rights that Lorenzo Targetti owns in Esedra are 2.31%(=3.5% x 66%) and 0%
DeleteI think that Lorenzo Targetti doesn't own voting rights in Esedra since he only owns the 3.5% of voting rights in Targetti. Concerning the cash flow rights of Lorenzo Targetti in Esedra they should be 2.31% (3.5%x66%).
DeleteI agree with you all...voting rights of Lorenzo Targetti in Esedra are 3.5% and cash flow rights are 2.31% (the computation behind is 3.5% x 66%).
DeleteWell, it is a good question, very good. Teorically, he has NO voting rights in ANY of the Targhetti subsidiaries. This is in theory because if we consider the UCP only Gianpaolo Targetti is ok, but this is not if we admit that the entire Targetti family has to be considered the UCP. In the latter case, in fact, as a shareholder he will have 0% voting rights, but as a member of UCP he will have the same voting rights of his father (?), Gianpaolo Targetti.
DeleteAccording to cash flow rights instead, Lorenzo Targetti should own the 2.31%, as Aurora, Thuy Le and Luca correctly stated.
Lorenzo Targetti has in Esedra only 2.31 % of cash flow rights given by 3.5%X66%. The voting rights are 0
DeleteThis is the calculation: 3.5% x 66% = 2.31% of cash flow rights. Voting rights: 0
DeleteTargetti has the 50% of cash flow and of voting rights in Tivoli. Giampaolo Targetti has about the 20% of the cash flow rights in Tivoli.
ReplyDeleteVoting Rights are 50% and the same for Cash Flow rights of Targetti in Tivoli.
ReplyDeleteGiampaolo Targetti owns the 39,5% of Targetti so its cash flow rights are 19,75%.
According to the map, Targetti owns the 50% of voting rights in Tivoli; then Targetti controls also Tivoli (indirectly) by having the 100% of Targetti North America.
ReplyDeleteThe cash flow right owned in Tivoli by Targetti are 50% because Targetti, as I mentioned before, controls the 100% of Targetti north america that controls the 50% of Tivoli.
Targhetti is controlled by Giampaolo Targhetti with the 39.85% of voting rights. Giampaolo Targhetti owns in Tivoli almost the 20% of cash flow right (0,3985*1*0,5)
How many cash flow rights and voting rights does Antonio Orlandi have in Hangzhou Duralamp El. Co. Ltd (China)?
ReplyDeleteWell Saverio it should be: 0,49*1*0,51*0,067= 1,6% of cash flow rights I think
Deleteyes but what about voting rights? You did not answer me!
DeleteI believe that since Antonio Orlando is not able to exert control on TARGETTI, then he is not able to dominate the decisions held in the subsidiaries. Antonio Orlando therefore has no voting rights in Hangzhou Duralamp El. Co. Ltd (China).
DeleteAntonio Orlandi has 1,6%, of Cash flow rights in Hangzhou Duralamp El. Co. Ltd (China). For what concerns voting rights, I disagree with Alberto: even if Orlandi is not the ultimate controlling party, in my opinion it is wrong to say that he has no voting rights. He has some voting rights, but they are insignificant.
DeleteI think the cash flow of Antonio Orlandi have in Hangzhou Duralamp El. Co. Ltd (China) is 6.775%*51%*49% = 1.693%
Deleteand 0% voting right
I also think that it makes sense to talk about voting rights when we consider the controlling party, whilst it is always possible to compute the cash flow rights. Why do you say that Orlandi owns the 1.6% of voting rights?
DeleteShouldn't he own the 0.86% of cash flow rights in Hangzhou Duralamp El. Co. Ltd (China)?? (6.775%x51%x51%x49%).
As many of the cases above, here we have no voting rights in subsidiaries by minority shareholders of Targetti. Aurora, in my opinion you are correct when saying that cash flow rights are under the 1%.
DeleteThank Aurora Izzi, I think your answer is correct the cash flow rights in Hangzhou Duralamp El. Co. Ltd (China) = 0.86% (6.775%x51%x51%x49%)
DeleteSaverio, in order to calculate the cash flow rights we make: 0,49 x 1 x 0,51 x 0,067= 1,6%
DeleteSorry Saverio I forgot :) the voting rights should be 6,7% IMHO
ReplyDeleteNo to be honest you should be wrong. According to the professor lecture the voting rights in Hangzhou Duralamp are 0%, even if I can't understand why.
ReplyDeleteImagine the NATO or ONU cases. You are an italian politician of the minority party. You have a certain amount of votes so to influence at a certain portion of the Italian Parliament composition. But when it comes to choose important/vital seats to be put in International Organizations representatives (usually the Minister of Foreign Affairs and various state secretaries) you have absolutely no control nor in choosing them or telling them what to say. Why? Because the ultimate controlling party of Italy is the Italian Prime Minister (you are just part of the minority), so he will decides along with his council who to put and where. Hope this example coul be useful, not pertinent, but maybe helps..
DeleteWell but explain me this stuff because ok that he is a minority shareholder of Targetti, but what does it mean 0%? He has no reason to vote then??? Please be clearer in this point
ReplyDeleteJust suppose for a second that Orlandi owns voting rights in Hangzhou Duralamp El.Co. Ltd (China), in this case they should be the 49%. But take now into consideration Giampaolo Targetti, how many voting rights he owns? 49% as well. Of course it doesn't make sense, and it should be clear that we cannot talk about voting rights owned in a subsidiary by a minority shareholder of the holding company.
DeleteI hope I made it clear.
In my opinion, Antonio Orlandi is not the controlling party in Targhetti (parent company). Therefore, he also dosen't have the influence on Targetti's subsidiaries. It leads to the fact that his voting right in Hangzhou Duralamp is zero.
DeleteI agree with Nguyen Ngoc Dung, the voting right of Antonio Orlandi in Hangzhou Duralamp is zero because he is not the controlling party in Targhetti (parent company). Hence, he also dosen't have the influence on Targetti's subsidiaries.
DeleteYes, actually I asked to the professor and I have it clear now; it works in the following way:
DeleteIn the Holding, the minority shareholders has voting rights, but in the subsidiaries, the minority shareholders doesn't have voting rights
hii guys, How many cash flow rights and voting rights does Giampaolo Targhetti have in Hangzhou Duralamp El. Co. Ltd (China) and in DMF Ltd (Cina)
ReplyDeleteConsidering DMF Ltd (Cina)
DeleteThe cash flow rights of Gianpaolo Targhetti is: 39.866% * 51% * 51% * 100% = 10.37%
The voting right he owns in DMF is 100%
Am i right?
I agree with you...cash flow rights are 10.37%
DeleteNathalie, in my opinion you are right both for the cash flow rights and the voting ones ^^
DeleteYes just checked you are right!
DeleteGuys, thanks for your answers
DeleteAre the cash flow rights that Targetti owns in Targetti Polska higher or lower than those owned i A2 ?
ReplyDeleteI think the cash flow rights that Targetti owns in Targetti Polska lower than those owned i A2 because Targetti has 70% cash flow rights in Targetti Polska while he has 75% cash flow rights in A2 Srl
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ReplyDeleteHi guys, in this case, asuming that the ownership structure of the company "Giampaolo Targetti" is composed by three individuals: Michael 35% of the shares, Richard 40% and Sara 25%. Who could be the ultimate controlling party of Duratel?
ReplyDeleteI would say: it depends on the class of shares each of them owns
DeleteIn my opinion, in the case the ownership structure of the company "Giampaolo Targetti" is composed by three individuals: Michael 35% of the shares, Richard 40% and Sara 25% then Richard will be the ultimate controlling party of Duratel
ReplyDeleteAccording to the chart,Tivoli of Targetti owns 50% for the voting rights and the cash flow rights.And Giampaolo Targhetti owns in Tivoli the 19.75% of cash flow right( 39.5%*50%)
ReplyDeletehii guys, in this case who is the ultimate controlling party of Hangzhou Duralamp El. Co. Ltd (China) and Dura lamp ?
ReplyDeletegiampaolo targetti is the ultimate controlling party, even if he owns 16.4 of cash flows.
ReplyDeleteHi guys, could you tell me how many cash flow rights and voting rights (if any) Targetti owns in A2 srl ? thanks.
ReplyDeleteGuys how do we know if there is a high seperation between ownership and control?
ReplyDelete