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Mps, here’s why BlackRock is backing Lovaglio (despite the proxy advisors)

The strategic game over Mediobanca, Grilli's role, the divisions between Norges and Vanguard, and the uncertainty of voting shares: what lies behind the (unofficial) stance of the world's leading asset manager in favor of Lovaglio in Mps.

It is a matter of strategy. On the eve of the April 15 shareholders’ meeting, news emerges that is set to impact the balance of Monte dei Paschi di Siena: according to qualified press sources, BlackRock would have leaned towards voting in favor of the Plt Holding list of the Tortora family, which is re-nominating Luigi Lovaglio as CEO. A significant stance, considering that it is the largest asset manager in the world led by Larry Fink. But also, for now, only unofficial.

THE “MYSTERY” OF BLACKROCK BETWEEN LEAKS AND PRACTICES

The news is circulating but remains without official confirmation. An element that is not surprising: BlackRock, as a consolidated practice, does not publicly disclose its voting intentions before meetings.

In this case, as reported by Reuters, the fund merely reiterates that decisions are made “exclusively in the long-term financial interest of clients.” No explicit indication on the vote. But sources converge.

On the eve of the record date of April 2, BlackRock reportedly held about 5.196% of Mps capital, a stake then trimmed to 4.98% on April 7, thus after the date determining the right to participate and vote at the meeting.

A detail that introduces one of the most underestimated – yet decisive – themes of the game.

THE REAL WEIGHT: BETWEEN DECLARED SHARES AND ACTUAL VOTES

At the meeting, percentages on paper count only up to a point. The real weight is measured on the shares actually brought to the vote: holdings can be distributed among multiple vehicles and not all shares are deposited. In other words: even those with significant stakes can present a much lighter package.

And here lies one of the key points to understand how much the (unofficial) choice of BlackRock at the April 15 meeting may really weigh.

The real count, in general, will be on the shares actually registered and used for voting. Also in light of another fact: the expected turnout is around 70% of the capital. This means that even minimal variations in voting percentages can shift the balance.

DIVIDED FUNDS: NORGES ON ONE SIDE, VANGUARD ON THE OTHER

BlackRock’s possible alignment with the Plt list does not happen in a vacuum, but within a complex – and divided – framework among major international investors.

On one side is Norges Bank, which has officially supported the Tortora family’s list. A choice that confirms, at least in part, what Pierluigi Tortora anticipated – as highlighted by Startmag – when in an interview with Mf he claimed to have major funds on his side, including BlackRock and Norges themselves.

On the other side moves Vanguard, which according to press rumors would lean towards the outgoing board’s list. And with Vanguard is also a broader block of institutional investors, often aligned with proxy advisors’ recommendations.

Iss and Glass Lewis, in fact, have both suggested voting in favor of the outgoing board’s list that nominates Fabrizio Palermo. A position that has already found support in some American pension funds – Calpers, Teacher Retirement System of Texas, and New York City Comptroller – which have announced their backing of the board, albeit with limited quantitative weight.

For this reason too, every individual choice weighs more than usual.

THE UBS VARIABLE AND THE SHARES “THAT REALLY COUNT”

Adding to the complexity is the presence of UBS, which has communicated a potential overall participation of 5.2%.

But here too the data must be interpreted. Only about 2% corresponds to voting rights in shares, while the rest consists of long positions and financial instruments. Moreover, these positions were reported after the record date.

In other words: not everything that appears in Consob communications automatically translates into votes at the meeting.

THE STRATEGIC KNOT: MEDIOBANCA (AND GENERALI)

But the real knot is another: why would BlackRock have chosen to support the Lovaglio list?

The answer leads straight to the Mediobanca dossier. This is not just any operation. The project outlined under Lovaglio’s management foresees the integration of Mediobanca into the Mps group, up to its delisting from Piazza Affari and the creation of a single banking hub. A step that would redraw the balances of the Italian financial system.

The point is that Mediobanca is not just a bank: it holds about 13.2% of Generali, a stake worth around 7 billion euros and representing one of the most sensitive nodes of national financial capitalism. With the merger, that stake would come under the direct control of the new Mps group, shortening the chain of command between Siena and Trieste and strengthening Monte’s strategic weight.

The internal clash within the board would arise precisely from future plans linked to Mediobanca. According to Repubblica , BlackRock’s choice would also be linked to the desire to give continuity to this industrial project. In this light, the apparently generic comment reported by Reuters about “the long-term financial interest of clients” takes on new meaning.

It is no coincidence that one of the most significant frictions between Lovaglio and some shareholders, particularly Francesco Gaetano Caltagirone, took place on this ground. As reconstructed by Startmag, the Mediobanca-Generali issue was one of the main points of friction in the preceding weeks.

In this sense, supporting Lovaglio means – for an investor like BlackRock – betting on the continuation of a very specific strategy, not simply on a name.

THE (NOT SECONDARY) ROLE OF VITTORIO GRILLI

Within this strategic reading also fits the name of former Economy Minister Vittorio Grilli.

According to Repubblica, his suggestions would have weighed in investors’ evaluations. And the reference is not neutral: Grilli is today chairman of Mediobanca and has been indicated as a key figure also in the construction of the Plt list.

Already Il Giornale, on March 22, openly spoke of his role in the “activation” of Lovaglio’s entry into the field and in the vision of a large integrated group, modeled on an “Italian Jp Morgan.”

CONTINUITY VS. DISCONTINUITY

Strengthening this reading is also Lovaglio’s own position.

In an interview with Bloomberg Tv , the banker emphasized how a leadership change, in a complex integration phase like that with Mediobanca, would represent a risk. A message that seems to have found listening at least among some international investors.

But the market is not united. Proxy advisors and a significant part of funds continue to see the board’s list as a more solid solution in terms of governance and balance between continuity and renewal.

ITALIAN SHAREHOLDERS, THE “WISE MEN” AND THE SWING VOTE

On the domestic front, the picture remains fluid but with some key steps already taken.

The boards of directors of Francesco Gaetano Caltagirone’s holdings met on the eve of the meeting to decide the voting line, relying on the opinion of the committee of independents – the so-called “wise men” – composed of former Economy Minister Giovanni Tria, former Consob chairman Giuseppe Vegas, and lawyer Roberto Santi. A step that confirms the importance of the decision and the need to lock it down from a governance perspective.

With its 13.5%, the Caltagirone group is aligned with the board’s list, strengthening the pro-Palermo front, a manager considered close to the Roman entrepreneur.
Then remain decisive the moves of Delfin (17.5%) and Banco Bpm (3.7%), which will have to make their decisions close to the meeting. The Del Vecchio holding could be the swing vote but, although it has been favorable to continuity with Lovaglio, it could ultimately opt for a more cautious line, between abstention and possible convergence on Assogestioni, also in light of the judicial implications linked to the Mediobanca dossier. For Piazza Meda, instead, the decision is expected in the coming hours. A choice that, in such an open meeting, could prove decisive.

And then there is the Treasury, which with about 4.9% has already announced it will not deposit the shares, increasing the relative weight of private investors.

In this framework, even a rumor like that about BlackRock ends up weighing more than the numbers, because it signals a strategic choice and reopens a game that actually concerns not only Mps’s leadership but the future balances of the entire financial system.

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