The MPS shareholders’ meeting rejects the Lovaglio plan. The next phase and the future balance of power

The rejection of Luigi Lovaglio, CEO of MPS, was not merely a setback. In Siena, shareholders rejected the entire defensive plan devised against Intesa Sanpaolo’s public takeover bid: over 90 per cent of votes were cast against each of the offers for Banco BPM and Banca Generali, 63.65 per cent of votes cast were against the merger with Mediobanca, and there was another ‘no’ to the capital reduction needed to finance the massive dividend. Lovaglio claims to have at least forced Intesa to improve its bid for MPS. But the message from the shareholders – from Delfin and Caltagirone to various funds – was clear: that route will not be taken.

For Carlo Messina, who has already secured the ECB’s go-ahead, the path to Siena is becoming easier, even though the OPAS has not yet been finalised. If Intesa takes over MPS, it will also indirectly gain control of Mediobanca – already controlled by Monte dei Paschi – and, through Mediobanca, its stake in Generali. That is why the focus is shifting from Siena to Trieste. Intesa, Unicredit, Caltagirone and Delfin – whose interests do not always align – will have to decide whether to start a new battle amongst shareholders or find a different balance: a public company Generali, with strong shareholders but no single controlling owner. Simply adding up shareholdings will not be enough: it will be necessary to guarantee management autonomy and governance stability.

There is also a political dimension to this. The plan for a third banking bloc centred on Monte dei Paschi and Banco BPM – a project on which Giancarlo Giorgetti had particularly focused – has been scaled back. Instead, there may be scope for the objective, dear to Giorgia Meloni, of ensuring Generali has a solid foothold in Italy, making it less vulnerable to potential foreign interest. Yet this episode perhaps says something above all about the relationship between government and market. Politics can set strategic priorities, envisage mergers and try to steer the balance of Italian capitalism. However, it cannot ignore the will of shareholders. Politics, as we know, has its own priorities. But the market, in the end, goes its own way. Fortunately, one might say.