Carige, the request for damages for over 480 million of the Malacalza family rejected. The bank: “Full legitimacy of the capital increase ascertained”
The Court of Genoa rejected the claims for compensation presented by Malacalza Investimenti, until 2019 the bank’s main shareholder, which had requested 482 million in damages for the reorganization that had brought the Interbank Fund to the control of the Ligurian institution. This is what legal sources report. The bank’s counterclaims were also rejected.
Between the end of 2019 and the beginning of 2020 Malacalza Investments, holding company of the family of entrepreneurs, Vittorio Malacalza as a single shareholder and about forty other shareholders had notified the bank of claims for damages for a total of almost 500 million euros, requesting the cancellation of the resolution of the Carige assembly of September 2019.
The Court of Genoa, fifth civil section, instead ruled declaring – as stated in the text of the operative part of the sentence anticipated by Il Secolo XIX – “claims for compensation inadmissible” damages proposed against Carige, the Interbank Deposit Protection Fund, the Fitd Voluntary Scheme and Cassa Centrale Banca by Malacalza Investimenti and Vittorio Malacalza.
He then stated The request for annulment of the resolution on the Carige capital increase presented by the common representative of the savings shareholders is “unacceptable” and rejected the claims for damages of the same Representative and of the other small shareholders. “In the event of failure by the Shareholders’ Meeting to approve the capital increase – reads the device – the bank would have been placed in compulsory administrative liquidation” and “only the intervention of the institutional subjects and CCB made it possible to carry out its rescue “. “It is impossible to affirm – concludes the court – that the administrators acted with that abuse of power to which Article 2497 conditions the special form of liability, even fewer elements exist to affirm that the beneficiaries should be aware of the detrimental to the operation “.
The Court, in the operative part of the sentence, recalls the reasons why Malacalza Investimenti appealed against the resolution on the capital increase (issue price and exclusion of the option right) to then define “incontrovertible” the fact that Malacalza “despite being able to avoid its approval” (by participating in the meeting and opposing) “decided not to participate in the meeting, thus allowing the ‘adoption of the resolution which it assumes to be illegitimate and prejudicial “. On the issue of the increase, the ruling considers the behavior of the commissioners who administered Carige up to January 2020 to be reasonable.
In the 2020 financial statements, the directors of Carige, in dealing with the risks associated with ongoing proceedings, they had judged “remote” the risk of losing in the lawsuit with Malalcalza and other partners for damages
“The ruling of the Court constitutes an important element of clarity in view of the next strategic and managerial commitments that await the group”.
As’ Banca Carige in a note commenting on the sentence of the Court of Genoa which rejected the requests for compensation by Malacalza Investments and other shareholders against the shareholders’ meeting resolution for the capital increase of September 2019. “The validity and full legitimacy of the capital increase resolution and the work of the bank’s bodies have thus been ascertained”, reads the note .
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