Pininfarina wins in Milan and Turin against a minority shareholder

With a decision published on July 14, 2021, the specialized business division of the Court of Turin entirely rejected the requests made by a minority shareholder of Pininfarina against the company and its former majority shareholder to challenge the complex transaction that led, at the end of 2015, to the sale of the controlling stake in Pininfarina to the Indian group Mahindra & Mahindra and the subsequent launch of a mandatory tender offer for all Pininfarina shares pursuant to article 106 of the Italian code of financial regulations.
The minority shareholder had alleged, among other things, that the former reference shareholder of Pininfarina had abusively and unlawfully acted, in collusion with the directors of the company in charge at the time, to sell its stake, representing approximately 76% of the corporate capital of Pininfarina, at a price to be considered vile and, in any case, materially lower than the stock price of the company’s shares, thus causing the collapse of the stock price of Pininfarina (then partially recovered) and favoring the launch of a takeover bid for the company that was allegedly prejudicial to its minority shareholders.
In order to reject the minority shareholder's claims, the Court of Turin – having also considered the lack of findings by the Italian Securities and Exchange Commission (Consob) regarding the challenged transaction – ascertained, among other things, that the obligation of good faith and the principle of equal treatment among shareholders had not been breached and that the corporate information historically disseminated to the market had been complete and non-deceptive. The Court recognized, in particular, that a misalignment between the so-called fundamentals of an issuer and its stock prices may derive from “innumerable factors” that do not necessarily relate to the quality of corporate disclosure.
Pininfarina was assisted by a team led by Antonio Distefano – partner in charge of TARGET’s litigation department – who had already successfully claimed the lack of jurisdiction of the specialized business division of the Court of Milan regarding the matters subsequently decided in the merit by the Court of Turin.