Federconsorzi 2 aka CAI SpA, some clarity

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The ‘poisondossier ‘ and our subsequent articles – on the Federconsorzi 2 aka Consorzi Agrari d’Italia, CAI SpA affair – opened a Pandora’s box (1,2,3,4,5).

Lawyers and professors in the magic circle of Coldiretti and Bonifiche Ferraresi (B.F. SpA) have intimidated the writer not to publish ‘such notes‘ again, otherwise threatening legal action and lawsuits (see Appendices 1,2,3). A few hours after a young emissary of the ‘system’ received negative feedback to a ‘friendly’ approach attempt.

Gianluca Lelli-instead of responding to the Italian farmers who have surrendered or are in danger of surrendering their treasures to Federconsorzi 2-delegated his lawyer to infer that these would be ‘facts and assertions devoid of any objective or subjective basis.’

It is worth trying to shed some light, then, in light of public records available from the Chambers of Commerce.

Contributions of four agricultural consortia to CAI SpA, aka Federconsorzi 2

On 7/27/20 four Consorzi Agrari – Adriatico, Centro Sud, Tirreno and Emilia – joined CAI Srl. The aforementioned Consortia contributed business units and receivables, underwriting the capital increase for more than 90 million euros. They were joined by Bonifiche Ferraresi, B.F. SpA, with 56 million in subscribed capital.

Curiously, CAI resolution 1.9.20 acknowledges the capital increase but also does not acknowledge the entry of new members. And it was in fact the original sole shareholder SCCA (Consorzi Agrari d’Italia S.c. p.a.) alone that approved the extraordinary powers and compensation for managing director (BT Srls, sole shareholder Gianluca Lelli, Coldiretti) and managing director (ELFE Srl, Federico Vecchioni and family), with super-bonus 1.5 percent each on capital transactions. (5)

CAI SpA, the super-powers of minority shareholder Bonifiche Ferraresi (BF SpA)

CAI SpA’s bylaws give the minority shareholder Bonifiche Ferraresi – BF SpA, whose CEO and shareholder Federico Vecchioni is also CAI’s managing director (through ELFE Srl, of which he is president and shareholder) – certain ‘super-powers’:

– Appointment of the chief executive officer (Bylaws, Article 16.2). Whose vote in the BOD, in case of a tie, prevails over the others,

– power of veto, at the head of the directors designated by the minority shareholder BF, on ‘Relevant Board Matters’ (acquisitions, mergers and demergers, approval of budget amendments) and on resolutions that exceed in value the delegation of authority to the CEO (bylaws, Art. 21.12).

Added to this is the provision of a strengthened majority at the shareholders’ meeting, with a deliberative quorum at 85 percent, in ‘Relevant Meeting Matters’ (CAI SpA bylaws, Art. 15.3).

Consorzi Agrari in CAI SpA, majority without control

The act of accession of the four consortia recalls Law 410/1999 in the part that states that ‘agricultural consortia may participate in joint-stock companies only if:

1) have a majority of the votes exercisable at the ordinary meeting,

2) the activities that the said joint-stock companies carry out for the benefit of 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 posed-beyond the doubts raised by the Secretary of the Senate Agriculture Committee to the then Minister of Agriculture, Food and Forestry in unanswered questions 9.12.20 and 28.12.20 (6)-are several:

– is the control (the ‘super-powers’) of the minority shareholder BF SpA (a corporation) over CAI SpA compatible with the first condition above? (7)

– is the majority of votes exercisable by consortia at the plenary meeting compatible by the provision of a far greater quorum (85%) on ‘relevant meeting matters’?

Agricultural consortia in CAI SpA, mutualistic purposes?

The mutualistic purposes of consortia should shape their characteristic activities, in contributing to innovate and improve agricultural production, prepare and manage services useful to agriculture. With the possibility of carrying out ‘operations of agrarian operating credit in kind, as well as advance payments to producers in the case of contribution of agricultural products to voluntary storage‘ (Law 410/99, Art. 2). One wonders then:

– can the contribution of almost all of the resources of the Agricultural Consortia to Federconsorzi 2 aka CAI SpA, whose purposes and scope of operations go far beyond those described above, be reduced to mere ‘participation in a joint stock company’?

What governance and procedures are established to continuously guarantee the mutualistic purposes toward Consortia members by a joint stock company (CAI) controlled by another joint stock company (BF)? Can shareholder agreements-not even signed by the former sole shareholder SCCA, according to Antitrust reports, (8)-be enough?

Farmers, participants or colonized?

Are the farmers and ranchers who are members of the Agricultural Consortia actually put in a position to decide on the radical transformation of their historical organizational entities, with divestment of real estate assets and transfer of the interest-bearing branches of their respective businesses? At the very least, the Board of Directors of the Agricultural Consortium of Emilia had anticipated that it would have to convene a shareholders’ meeting to ratify its actions before concluding the transaction. The resolutions of other BoDs do not even seem to provide for this. Farmers from the Terre Padane Consortium meanwhile oppose the colonization project. (9)

Coldiretti’s magic circle settles into every space of farmers’ lives in Italy. The reign of agricultural policies is accompanied by dominance over the provision of all kinds of services–from the management of public grant payments under a facilitated procedure (3) to tax services, but also the management of private loans and financing, subsidized and non-subsidized insurance, (10) asset management (11)–and now also over the supply of raw materials. BF SpA, just by the way, is a leader in the Italian wheat market through its subsidiary S.I.S. (Società Italiana Sementi) SpA, of which it is recalled that Antitrust has condemned it for monopolistic practices to the detriment of growers (12,13).

Federconsorzi 2 aka CAI SpA, multimillion-dollar fees to Gianluca Lelli and Federico Vecchioni

Federconsorzi 2 a.k.a. CAI Srl then SpA, by resolution 8.7.20, set the fixed fees for Managing Director BT Srls (Gianluca Lelli) at €250,000/year, for Managing Director Elfe Srl (Federico Vecchioni and family) at €200,000/year. Resolution 1.9.20 added to the fixed fees of the aforementioned the extraordinary fees established in:

  • 1.5% on the value of capital transactions to BT Srls (Gianluca Lelli),
  • 1.5% on extraordinary finance transactions, and in particular mergers and acquisitions, to Elfe Srl (Federico Vecchioni and family). (14)

Million-dollar fees, in a company that has seen its share capital leap in a few months from €5.73 million to €152 million, thanks in part to bonds financed by Cassa Depositi e Prestiti CDP-Equity SpA. Except to note how the directors’ super-bonus refers to the value of financial transactions, made with farmers’ treasuries, regardless of value creation for Consorzi Agrari d’Italia, CAI SpA.


Ad abundantiam
the directors of Consorzi Agrari d’Italia CAI SpA are expressly and unreservedly authorized – by statute (Article 16.8) – to engage in activities competing with those of CAI, on their own behalf or on behalf of third parties, or to serve as directors or general managers in competing companies. The Civil Code actually allows the possibility for the shareholders’ meeting to authorize the competitive activities of directors (Civil Code, Art. 2390), within the impassable limits of conflicts of interest (Art. 2390, 2391 Civil Code).

CAI SpA and the magic circle of Coldiretti

The administrator delegate of CAI SpA Gianluca Lelli (through his BT Srls) – in addition to being director of economic area in Coldiretti – is a director in BF SpA, SIS SpA, Europa Petroli SpA (where he is also a member of the executive committee), Centro Assistenza Agricola CAA Coldiretti Srl, Società Italiana Consulenza e Mediazione Creditizia SIMEC SpA, SCCA (Consorzi Agrari d’Italia S.c. p.a.), Filiera Italiana Riso S.c. p.a., Impresa Verde Reggio Emilia Srl, Arcobaleno Srl. As well as president of Ager S.r.l. and AgriCorporateFinance S.r.l., the new aircraft carrier of Coldiretti’s magic circle.

Councilman CEO of CAI SpA Federico Vecchioni (through his family member ELFE Srl) is no less as legal representative of AgriCorporateFinance Srl, CEO of BF SpA and SIS SpA, Milling Hub SpA, Società per la Bonifica dei Terreni Ferraresi e per 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 S.c. p.a.), Sicuragro SpA, A&D SpA – Gruppo Alimentare e Dietetico, Progetto Benessere Italia Srl.

The circle closes with Arum SpA, a 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), and Claudio Costamagna (former president of CDP Equity SpA) converge. (5)

Fiat Lux

Italian farmers have to work hard, to feed the lords who are supposed to represent them in Italy’s premier labor union and their friends.

To the lawyers of the lords the writer replied only that the Constitution still contemplates the rights of reporting and criticism, as in any democracy.

It is thesefacts and assertions devoid of any objective and subjective basis,’ as the Adv. writes. Prof. Francesco Paolo Tronca on behalf of Federico Vecchioni?

Let there be clarity, Fiat Lux.

Dario Dongo

Attachments

(1) Lawyer Riccardo Bovino for and on behalf of Gianluca Lelli, PEC 24.2.21 – ATTACHMENT – Reminder 24.2.2021
(2) Lawyer Prof. Francesco Paolo Tronca for and on behalf of Federico Vecchioni, PEC 24.2.21 – ANNEX – Diffida II – 24.2.21
(3) Prof. Avv. Francesco Macario for and on behalf of Coldiretti, PEC 3.3.21 – ANNEX – COLDIRETTI – DONGO DIFFIDA

Notes

(1) Dario Dongo. Consorzi Agrari d’Italia SpA, Federconsorzi 2? The Poison Dossier. GIFT (Great Italian Food Trade). 1.1.21, https://www.greatitalianfoodtrade.it/mercati/consorzi-agrari-d-italia-spa-federconsorzi-2-il-dossier-dei-veleni

(2) Dario Dongo. Consorzi Agrari d’Italia, Bonifiche Ferraresi and Filiera Agricola Italiana SpA, the vase is full. GIFT(Great Italian Food Trade). 23.1.21, 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. GIFT(Great Italian Food Trade). 30.1.21, 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 jerks. GIFT (Great Italian Food Trade). 31.1.21, 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 Great Binge and Coldiretti’s magic circle. GIFT (Great Italian Food Trade). 16.2.21, 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. Act of Inspection No. 4-04693. Published on 12/28/20, 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 ‘Bonifiche ferraresi’s veto cannot be exercised with reference to resolutions concerning matters and interventions with a mutual purpose’ have as their object the exercise of voting rights in the CAI company, place limits on the transfer of the relevant shares, and, above all, have as their object or effect the exercise of a dominant influence of Bonifiche ferraresi over CAI‘ (Hon. Saverio De Bonis question referred to in footnote 6, excerpt)

(8) Antitrust Authority (AGCM), C12311 – B.F.- Consorzi Agrari Adriatico, Centro Sud, Tirreno and Emilia – SCCA. Measure 9.2.21 no. 28564, https://www.agcm.it/dotcmsCustom/getDominoAttach?urlStr=192.168.14.10:8080/41256297003874BD/0/004BEFA5DB903732C125868B0062397F/$File/p28564.pdf
NB: Antitrust’s benevolent attitude toward Bonifiche Ferraresi (B.F. SpA) also appears between the lines. Suffice it to cite the footnote to point 8, where AGCM even omits reporting the 2019 turnover of B.F. SpA due to ‘elements of confidentiality or secrecy‘ that are false, since it is instead the first item in the public financial statements of a SpA

(9) ‘Agricultural Consortium must remain everyone’s, Confagri disagrees with 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 big business of Coldiretti’s magic circle. #CleanSpades. 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 into high finance. GIFT (Great Italian Food Trade). 20.2.21. https://www.greatitalianfoodtrade.it/idee/nextalia-sgr-il-nuovo-tentacolo-di-coldiretti-nell-alta-finanza

(12) The Competition and Market Authority (AGCM) ‘established three separate conducts of the enterprise contrary to the discipline of business relations in the field of agricultural and agri-food products transfer. Specifically, Sis, which holds exclusive rights to the marketing of wheat seeds of the ‘Cappelli’ variety, under a license agreement signed in 2016 with Crea, has: (1) made the supply of seeds conditional on farmers’ redelivery of the wheat produced, imposing a so-called supply chain relationship on the counterparties; (2) delayed or even unjustifiably selectively refused to supply seeds to farmers; (3) significantly and unjustifiably increased seed prices‘. Provision 19.11.19, https://www.agcm.it/dotcmsdoc/allegati-news/AL22_ch%20istr-sanz_omi.pdf

(13) Bernardo Jovene. Senator’s pasta. Report, 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 disposals of companies and business units,
– Mergers and demergers of companies,
– Issues of debt and/or equity securities,
– Optimization of the financial structure,
Joint Venture. It is unclear how the 1.5 percent fee should be calculated in such cases, but it is still a party in the Vecchioni household

(15) The most authoritative doctrine, moreover, stresses how ”in any case, the authorization of the assembly, provided for in Art. 2390, para. 1, must be specifically referred to an act, to an activity carried out by the director, to a particular role held by the director; the rationale of the provision excludes the legitimacy of omincomprehensive assembly authorizations, which prevent the effective assessment of the interests involved’. V. Loredana Nazzicone, sub art. 2390 civil code, in La riforma del diritto societario, Società per azioni-administration and controls, edited by Giovanni Lo Cascio (Giuffré, Milan, 2003)