Thedossier dei poeni 'and our subsequent articles - on the Federconsorzi story 2 alias Agricultural Consortia of Italy, CAI SpA - have opened a Pandora's box (1,2,3,4,5).
The lawyers and professors of the magic circle of Coldiretti and Bonifiche Ferraresi (BF SpA) have intimidated those who write not to publish anymore 'notes like that', otherwise threatening legal actions and complaints (see Attachments 1,2,3). A few hours after a young emissary of the 'system' had received negative feedback for an attempted 'friendly' approach.
Gianluca Lelli - instead of responding to the Italian farmers who have sold or are risking to sell their treasures to Federconsorzi 2 - has delegated his lawyer to deduce that it would be 'facts and statements devoid of any objective and subjective foundation'.
It is therefore worth trying to clarify, in the light of public documents available at the Chambers of Commerce.
Contributions of four Agricultural Consortia to CAI SpA, alias Federconsortia 2
the 27.7.20 four Agricultural Consortia - Adriatico, Centro Sud, Tirreno and Emilia - joined the CAI Srl structure. The aforementioned consortia contributed business units and credits, subscribing to the capital increase for over 90 million euros. To these was added Bonifiche Ferraresi, BF SpA, with 56 million of subscribed capital.
Curiously CAI resolution 1.9.20 acknowledges the capital increase but not the entry of new shareholders. And it was in fact the only original single shareholder SCCA (Consorzi Agrari d'Italia Sc pa) to approve the powers and extraordinary remuneration in favor of the managing director (BT Srls, sole shareholder Gianluca Lelli, Coldiretti) and managing director (ELFE Srl, Federico Elders and family), with super bonus of 1,5% each on capital transactions. (5)
CAI SpA, the super-powers of the minority shareholder Bonifiche Ferraresi (BF SpA)
The bylaws of CAI SpA attributes to the minority shareholder Bonifiche Ferraresi - BF SpA, whose CEO and shareholder Federico Vecchioni is also the managing director of CAI (through ELFE Srl of which he is president and shareholder) - some 'super-powers':
- appointment of the chief executive officer (articles of association, art. 16.2). Whose vote in the BoD, in the event of a tie, prevails over the others,
- power of veto, in the head of the directors designated by the minority shareholder BF, on 'Relevant Board Matters' (acquisitions, mergers and demergers, approval of budget changes) and on resolutions that exceed the delegation to the CEO in value (statute, art . 21.12).
It adds up the provision of a strengthened majority in the shareholders' meeting, with a quorum 85% deliberative, in the 'Relevant Shareholders' Meeting Matters' (CAI SpA statute, art. 15.3).
Agricultural Consortia in CAI SpA, majority without control
The Act of Accession of the four Consortia refers to law 410/1999 in the part in which it is foreseen that 'agricultural consortia can participate in joint stock companies only if:
1) have the majority of the votes exercisable in the ordinary assembly,
2) the activities that the aforementioned joint stock companies carry out in favor of the members of agricultural consortia are carried out in compliance with the mutualistic purposes of the consortia'(art 2-bis, as reformed by law 123/17, art. 2.3).
The questions which arise - beyond the doubts raised by the Secretary of the Senate Agriculture Commission to the then Minister for Agricultural, Food and Forestry Policies, with unanswered questions 9.12.20 and 28.12.20 (6) - are different:
- control (the 'super-powers') of the minority shareholder BF SpA (joint stock company) over CAI SpA is it compatible with the first condition above? (7)
- the majority of the votes exercisable by the consortia in the plenary assembly is compatible with the provision of a quorum far superior (85%) on 'relevant meeting matters'?
Agricultural Consortia in CAI SpA, mutual purposes?
Mutual aims consortia should base their characteristic activities on contributing to innovating and improving agricultural production, preparing and managing services useful for agriculture. With the ability to perform 'operating agricultural credit operations in kind, as well as advances to producers in the event of the transfer of agricultural products to voluntary storage'(law 410/99, art. 2). Then one wonders:
- the conferment of almost all the resources of the Agricultural Consortiums in Federconsorzi 2 alias CAI SpA, whose aims and operational scope go far beyond those described above, can be traced back to mere 'participation in a joint stock company'?
- which governance and procedures have been established to guarantee the mutualistic aims towards the consortium members on an ongoing basis by a SpA (CAI) controlled by another SpA (BF)? The shareholders' agreements - not even signed by the former sole shareholder SCCA, according to the Antitrust Authority, (8) - are they enough?
Farmers, participants or colonized?
Farmers and ranchers Are the members of the Agricultural Consortia actually put in a position to decide the radical transformation of their historical organizational realities, with the disposal of real estate assets and the transfer of the fruiting branches of their respective companies? The Board of Directors of the Agricultural Consortium of Emilia had foreseen at least having to convene the shareholders' meeting for the ratification of its work, before concluding the operation. The resolutions of other BoDs do not even seem to foresee this. Meanwhile, the farmers of the Terre Padane Consortium oppose the colonization project. (9)
Coldiretti's magic circle of Coldiretti settles in every area of the life of farmers in Italy. The domination of the provision of all types of services goes hand in hand with the dominion of agricultural policies - from the management of payments of public contributions with a facilitated procedure (3) to tax services, but also the management of private credits and loans, subsidized and non-subsidized insurance, (10) asset management (11) - and now also on the supply of raw materials. BF SpA, just by the way, is leader on the Italian wheat market through the subsidiary SIS (Società Italiana Sementi) SpA, of which we recall the conviction by the Antitrust for monopolistic practices to the detriment of farmers (12,13).
Federconsortia 2 alias CAI SpA, millionaire compensation to Gianluca Lelli and Federico Vecchioni
Federconsortia 2 alias CAI Srl then SpA, with resolution 8.7.20, established the fixed remuneration for the Chief Executive Officer BT Srls (Gianluca Lelli) at € 250.000 / year, for the Chief Executive Officer Elfe Srl (Federico Vecchioni and family) at € 200.000 / year . Resolution 1.9.20 added to the fixed remuneration of the aforementioned the extraordinary remuneration established in:
- 1,5% on the value of the capital transactions of BT Srls (Gianluca Lelli),
- 1,5% on extraordinary finance transactions, and in particular mergers and acquisitions, to Elfe Srl (Federico Vecchioni and his family). (14)
Millionaires' compensation, in a company that has seen its share capital jump from € 5,73 million to € 152 million in a few months, also thanks to the bonds financed by Cassa Depositi e Prestiti CDP-Equity SpA. super bonus of the directors is referred to the value of the financial transactions, carried out with the farmers' treasures, regardless of the creation of value for the Consorzi Agrari d'Italia, CAI SpA.
For the sake of completeness the directors of Consorzi Agrari d'Italia CAI SpA are expressly and unreservedly authorized - by statute (article 16.8) - to exercise competing activities with those of CAI, on their own or on behalf of third parties, or to hold the office of director or general manager in competing companies. The civil code in fact admits the possibility that the shareholders' meeting authorizes the competitive activity of the directors (cc, art. 2390), within the insurmountable limits of conflicts of interest (art. 2390, 2391 cc).
CAI SpA and the magic circle of Coldiretti
The administrator delegate of CAI SpA Gianluca Lelli (through his BT Srls) - in addition to being the economic area manager in Coldiretti - is a director of BF SpA, SIS SpA, Europa Petroli SpA (where he is also a member of the executive committee), Agricultural Assistance Center CAA Coldiretti Srl, Italian Society of Consulting and Credit Mediation SIMEC SpA, SCCA (Agricultural Consortia of Italy Sc pa), Italian Rice Supply Chain Sc pa, Impresa Verde Reggio Emilia Srl, Arcobaleno Srl. As well as president of Ager Srl and AgriCorporateFinance Srl, the new aircraft carrier of Coldiretti's magic circle.
The councilor delegate of CAI SpA Federico Vecchioni (through his family ELFE Srl) is no less the legal representative of AgriCorporateFinance Srl, managing director of BF SpA and SIS SpA, Milling Hub SpA, the company for the land reclamation of Ferrara and for Imprese Agricole SpA , IBF Servizi SpA, BF Agroindustriale Srl, BF Agricola Srl, sole director in Filiera Bovini Italia Srl. Then director in Filiera Agricola Italiana SpA, SCCA (Consorzi Agrari d'Italia Sc pa), Sicuragro SpA, A&D SpA - Food and Dietetic Group , Wellness Project Italia Srl.
The circle closes with Arum SpA, shareholder of BF SpA with € 4,952 million, where the personal and family interests of Federico Vecchioni, Ettore Prandini (current president of Coldiretti), Vincenzo Gesmundo (secretary of Coldiretti), Claudio Costamagna (ex-president) converge of CDP Equity SpA). (5)
fiat lux
Italian farmers they have to work hard to feed the lorsignori who should represent them in the first Italian union and their friends.
To the lawyers of the lorsignori, the writer replied only that the Constitution still contemplates the rights of news and criticism, as in any democracy.
They are these 'facts and statements devoid of any objective and subjective foundation', as the lawyer writes. Prof. Francesco Paolo Tronca in the name of Federico Vecchioni?
Let there be clarity, fiat lux.
Dario Dongo
Attachments
(1) Avv. Riccardo Bovino in the name and on behalf of Gianluca Lelli, PEC 24.2.21 - ATTACHMENT - Notice 24.2.2021
(2) Avv. Prof. Francesco Paolo Tronca in the name and on behalf of Federico Vecchioni, PEC 24.2.21 - ANNEX - Notice II - 24.2.21
(3) Prof. Avv. Francesco Macario in the name and on behalf of Coldiretti, PEC 3.3.21 - ANNEX - COLDIRETTI - BEWARE DONGO
Footnotes
(1) Dario Dongo. Agricultural Consortiums of Italy SpA, Federconsorzi 2? The poison dossier. GIFTS (Great Italian Food Trade). 1.1.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/mercati/consorzi-agrari-d-italia-spa-federconsorzi-2-il-dossier-dei-veleni
(2) Dario Dongo. Agricultural Consortia of Italy, Bonifiche Ferraresi and Filiera Agricola Italiana SpA, the vase is full. GIFTS (Great Italian Food Trade). 23.1.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/consorzi-agrari-d-italia-bonifiche-ferraresi-e-filiera-agricola-italiana-spa-il-vaso-è-colmo
(3) Dario Dongo. Conflict of interest AGEA - Pagliardini - Coldiretti, questions to the European Parliament. GIFTS (Great Italian Food Trade). 30.1.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/conflitto-d-interessi-agea-pagliardini-coldiretti-interrogazioni-al-parlamento-europeo
(4) Dario Dongo. Federconsorzi 2, CAI SpA, AgriRevi, Coldiretti. The dinner of the cretins. GIFT (Great Italian Food Trade). 31.1.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-cai-spa-agrirevi-coldiretti-la-cena-dei-cretini
(5) Dario Dongo. CAI SpA, Federconsorzi 2. Federico Vecchioni's Big Binge and Coldiretti's magic circle. GIFTS (Great Italian Food Trade). 16.2.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/cai-spa-federconsorzi-2-la-grande-abbuffata-di-federico-vecchioni-e-il-cerchio-magico-di-coldiretti
(6) Senate of the Republic. Inspection Union Act no. 4-04693. Published on 28.12.20, in session no. 284. http://www.senato.it/japp/bgt/showdoc/18/Sindisp/0/1187643/index.html
(7) 'The CAI shareholders' agreements, although they provide that 'the veto of Bonifiche ferraresi cannot be exercised with reference to resolutions concerning matters and interventions for mutualistic purposes' have as their object the exercise of the right to vote in the CAI company, place limits on the transfer of the related actions and, above all, have as their object or effect the exercise of a dominant influence by Bonifiche ferraresi over CAI'(question Hon. Saverio De Bonis referred to in note 6, excerpt)
(8) Competition and Market Authority (AGCM), C12311 - BF- Adriatic, Central South, Tyrrhenian and Emilia Agricultural Consortiums - SCCA. Measure 9.2.21 n. 28564, https://www.agcm.it/dotcmsCustom/getDominoAttach?urlStr=192.168.14.10:8080/41256297003874BD/0/004BEFA5DB903732C125868B0062397F/$File/p28564.pdf
NB: the benevolent attitude of the Antitrust towards Bonifiche Ferraresi (BF SpA) is also evident between the lines. Suffice it to mention the note at point 8, where the AGCM even fails to report the 2019 turnover of BF SpA for 'elements of confidentiality or secrecy'which are false, being the first item in the public balance sheet of a joint stock company
(9) 'The Agricultural Consortium must remain everyone's ', Confagri does not agree with the merger'. Piacenza. 8.3.21, https://www.ilpiacenza.it/economia/il-consorzio-agrario-deve-rimanere-di-tutti-confagri-dice-no-alla-fusione.html
(10) Dario Dongo. Subsidized insurance in agriculture, the great deals of Coldiretti's magic circle. #Clean shovels. GIFT (Great Italian Food Trade). 1.3.21, https://www.greatitalianfoodtrade.it/mercati/assicurazioni-agevolate-in-agricoltura-i-grandi-affari-del-cerchio-magico-di-coldiretti-vanghepulite
(11) Dario Dongo. Nextalia sgr, Coldiretti's new tentacle in high finance. GIFT (Great Italian Food Trade). two. https://www.greatitalianfoodtrade.it/idee/nextalia-sgr-il-nuovo-tentacolo-di-coldiretti-nell-alta-finanza
(12) The Italian Competition Authority (AGCM) 'ascertained three distinct conduct of the company contrary to the discipline of commercial relations regarding the sale of agricultural and agri-food products. In particular, Sis, which holds the exclusive right on the marketing of wheat seeds of the 'Cappelli' variety, on the basis of a license agreement stipulated in 2016 with Crea, has: (1) made the supply of the seeds subject to delivery by farmers of the grain produced, by imposing on the counterparties a so-called supply chain relationship, (2) delayed or even refused in an unjustifiably selective manner the supply of seeds to farmers; (3) significantly and unjustified increase in seed prices'. Provision 19.11.19, https://www.agcm.it/dotcmsdoc/allegati-news/AL22_ch%20istr-sanz_omi.pdf
(13) Bernardo Jovene. The pasta of the senator. Reports, Rai Tre. 19.10.20, https://www.raiplay.it/video/2020/10/La-pasta-del-Senatore—Report-19102020-fda67692-39ca-4f2b-8801-2913c2439028.html
(14) NB: extraordinary finance operations include:
- acquisitions and sales of companies and business units,
- mergers and divisions of companies,
- issuance of debt and / or capital account securities,
- optimization of the financial structure,
- joint Venture. It is not clear how in such cases the 1,5% compensation should be calculated, but it is always a party in the Vecchioni house
(15) The most authoritative doctrine also underlines how 'in any case, the authorization of the assembly, provided for by art. 2390, 1st co., Must be specifically referred to an act, to an activity carried out by the administrator, to a particular role covered by the same; the rationale of the provision excludes the legitimacy of all-inclusive shareholders 'meeting authorizations, which prevent the effective assessment of the interests involved'. V. Loredana Nazzicone, sub art. 2390 of the civil code, in The reform of company law, joint stock company-administration and controls, curated by Giovanni Lo Cascio (Giuffré, Milan, 2003)
Dario Dongo, lawyer and journalist, PhD in international food law, founder of WIISE (FARE - GIFT - Food Times) and Égalité.
