Delfin restructuring deadlock: Leonardo Maria Del Vecchio demands board clarity before June 30 meeting

Leonardo Maria Del Vecchio, board member of EssilorLuxottica and son of the late founder Leonardo Del Vecchio, has escalated a dispute over the stalled restructuring of the family holding company Delfin. In an open letter published on 19 June by Quotidiano Nazionale, he demanded that the board restore clarity ahead of the shareholders meeting scheduled for 30 June, exactly four years after his father’s death.

The restructuring plan

Delfin is the Luxembourg-based holding vehicle through which the Del Vecchio family controls large minority stakes in EssilorLuxottica (32.4%), Generali (10%), Monte dei Paschi di Siena (17.5%) and UniCredit (2.7%), as well as a share in the real estate company Covivio. Under the deal, Leonardo Maria would acquire the shares of his siblings Luca and Paola, consolidating a 37.5% stake and becoming the first shareholder. The transaction required a bank loan of roughly 10 billion euros, which fell into the middle of Italy’s ongoing banking-sector reshuffle.

A deal that seemed settled

On 27 April, six out of eight shareholders voted in favour of the share transfer, and seven approved a new dividend policy that would allow Delfin to distribute up to 80% of profits between 2025 and 2027. The following day, EssilorLuxottica chairman Francesco Milleri publicly endorsed the move, saying that simplification was “always a good thing” and recalling the teaching of the founder. Leonardo Maria writes that those words were exactly what he had hoped to hear.

Simplifying is always a good thing.

How the board raised obstacles

After the vote, the board of Delfin began imposing increasingly stringent conditions, according to the letter. Banks, concerned by the wider Italian banking risk, demanded stronger guarantees from Delfin on dividends, capital stability and the holding’s future. The board requested legal indemnities for directors, then a supermajority of six out of eight shareholders, and finally unanimity for the share transfer. A governance debate erupted: four of the five board members argued that only shareholders could decide on pledging stakes in investee companies, while Del Vecchio and Milleri maintained that the board had the statutory flexibility to do so. The impasse left the operation “progressively emptied.” Board members Romolo Bardin and Mario Notari are reported to have opposed the request for greater flexibility toward the banks.

I want to understand why the board’s cautions only emerged after the favourable vote and after public statements describing the restructuring as an element of stability.

The letter and the demand

Leonardo Maria states he will not attend the 30 June assembly to announce a withdrawal or a change of mind. He remains willing to complete the operation if clarity, coherence and financial sustainability are restored. He describes the matter as not about dividends, the financial statements or the closing with his siblings, but “something deeper: the nature itself and the future of Delfin.”

I want to understand why, at the moment when we could finally turn the page, someone chose to raise a wall.

The June 30 meeting, he says, will decide the direction of the holding at a time when the family has not found a lasting balance in the four years since the founder’s passing.