The battle for control of Piazza Affari is becoming uphill. The Amsterdam court rejected Cassa Depositi e Prestiti’s request regarding the governance of Borsa Italiana, controlled by the Euronext group, siding with the pan-European group on the renewal of the leadership, particularly CEO Fabrizio Testa. A decision that reignites the clash between shareholders and opens a new legal front. According to sources close to Cassa, it “surprises” and represents “only the first step of a longer process,” because “it effectively makes the CEO position at Borsa a lifetime appointment.” Cdp itself intends to appeal the court’s decision to have the right to initiate the selection procedure for the expiring leadership.
THE AMSTERDAM RULING AND THE GOVERNANCE ISSUE
The heart of the dispute concerns the interpretation of the shareholders’ agreements on Borsa Italiana. According to Cdp, at each expiration of the CEO’s three-year term, a formal selection procedure must be initiated, involving headhunters and the evaluation of multiple candidates. A position that Cassa considers consistent with both Italian law and the company’s bylaws.
Euronext holds a different view, believing such a procedure is necessary only in case of a vacancy – therefore resignation or dismissal – and not for a simple renewal. The Amsterdam court adopted this second interpretation, ruling that the agreements do not explicitly require initiating a new selection every three years.
Moreover, the judges highlighted that imposing a systematic procedure could be “destabilizing” for the ordinary management of the company and the group, thus rejecting all of Cassa’s requests, including the suspension of shareholders’ resolutions.
THE TUG-OF-WAR BETWEEN CDP AND EURONEXT
The matter is part of a long-standing clash. Euronext, led by French CEO Stéphane Boujnah, has appeared from the start determined to confirm Fabrizio Testa at the helm of Borsa Italiana, also supported by the results achieved in recent years: Borsa Italiana’s revenues grew by 57% between 2020 and 2025, according to Reuters.
On the other side, Cassa, led by Dario Scannapieco (in the photo), chose the judicial route precisely because the pan-European group did not intend to open up to alternative candidates. It was precisely “Euronext’s unwillingness to consider other profiles” that pushed Cdp to file an appeal in Amsterdam.
In reality, as clarified by Cassa itself, the issue is not the name itself but the respect for the rules: the goal is to assert the shareholder’s right to activate a competitive procedure for the renewal of the leadership.
FROM THE 2021 ACQUISITION TO SHAREHOLDER BALANCE
To understand the scope of the clash, one must go back to 2021, when Euronext acquired Borsa Italiana from the London Stock Exchange Group for about 4.3 billion euros. An operation that transformed Piazza Affari into one of the pillars of the pan-European group.
Today, Cdp (about 8.1%) and the French Caisse des Dépôts sit in Euronext’s capital with similar shares, alongside Intesa Sanpaolo with about 1.55%. A balance that reflects a “federal” governance but in practice fuels tensions between national interests.
It was precisely in that context, in 2021, that Fabrizio Testa’s appointment was the result of a compromise between the Italian and French components, under the Draghi government. A balance that today appears fractured.
WHY CDP WANTS TO CHANGE COURSE
Behind the legal battle lies a clear vision. Cdp aims to strengthen Piazza Affari’s role within the Euronext network and to encourage the return of major listings to the Milan market. The goal is to have leadership considered stronger and more independent.
It is not just a financial matter. Borsa Italiana is considered a strategic asset also because it controls Mts, the platform where Italian government bonds are traded, a crucial hub for the formation of public debt pricing. A key infrastructure for national financial security, as also highlighted by Policy Maker.
Not by chance, already in March 2025, Foreign Minister Antonio Tajani issued a clear warning: “Ensure that the Stock Exchange remains in solid Italian hands,” avoiding that listings move to other European countries.
THE NAMES IN THE FIELD: FROM SALA TO DECIO
Over the months, various names have circulated for a possible leadership change. Among these, Marcello Sala, former general director of the Treasury and now president of Nexi, a long-time manager considered – according to some reports – close to the Lega party.
Alongside him, the name of Alessandro Decio also emerged, a banker with experience at Banco Desio, Mps, Borsa Italiana, and Ing, whose profile was reportedly on the list of candidates evaluated by Cdp. However, his path seems destined elsewhere, with his arrival at the helm of Ibl Banca.
THE NEXT STEPS AND THE RISK OF DEADLOCK
The calendar is now already set. The current directors of Borsa Italiana will remain in office until April 30, with the shareholders’ meeting convened for April 29 to renew the board of directors and executive leadership. In this context, in light of the Amsterdam ruling, the reconfirmation of CEO Fabrizio Testa along with the current board, chaired by Claudia Parzani and with vice-chairman Gianluca Garbi, appears likely.
However, the process does not end in Milan. The matter intertwines with the group’s governance: Testa’s name is also expected to pass through Euronext’s shareholders’ meeting on May 20, where – in case of renewal – he would be confirmed on the group’s managing board.
Formally, the Dutch court’s decision strengthens Euronext’s position and allows proceeding along the already outlined path. But substantively, the dispute remains open. Cdp has clearly indicated its intention to appeal the decision to have its right to activate a selection procedure for the leadership recognized, risking to extend uncertainty beyond the shareholders’ meeting deadlines.
While waiting to see how the clash will evolve, attention already shifts further ahead, to the renewal of Euronext’s leadership itself scheduled for next year: a step that could reopen the balance among shareholders and turn the Borsa case into the first chapter of a broader confrontation.
