Ferretti Group, Golden Power Fails to Stop Weichai: Court Rejects KKCG’s Appeal

Under Italy’s Golden Power legislation, the obligation to notify the authorities arises when a stake is acquired in a strategically important company, not when a company in which a stake is already held subsequently decides to enter a strategic sector. This distinction, seemingly technical but decisive in substance, forms the basis of the Bologna Court’s rejection of the interim relief application filed by Azúr A.S., a company linked to Czech billionaire Karel Komárek’s KKCG Group, seeking to suspend the resolutions adopted at Ferretti Group’s May 14 shareholders’ meeting. The appointments secured with the decisive support of Weichai’s votes therefore remain valid, despite KKCG’s attempt to have those votes excluded from the count.

The order, signed on October 12 by Judge Roberta Dioguardi of the Court’s Specialised Business Division, comes almost three months after the July 23 hearing, when the judge reserved her decision. It leaves the composition of the corporate bodies unchanged and rejects all the grounds of invalidity put forward by the applicant on the basis of a lack of fumus boni iuris, meaning a sufficiently plausible legal basis for the claims. The proceedings on the merits remain open.

At the May 14 meeting, the slate supported by Ferretti International Holding (FIH), through which Weichai holds approximately 39.5% of Ferretti Group, secured votes representing 49.74% of the share capital, compared with 45.11% for the slate presented by KKCG, which holds 23.23%. The result led to the appointment of Tan Ning as Chairman and Stassi Anastassov as CEO. As PressMare reported at the time, KKCG argued that Weichai’s votes should not have been counted because its voting rights were suspended under Golden Power legislation. Without those votes, the outcome of the shareholders’ meeting would have been different.

The application, filed in June, sought not only the suspension of the resolutions but also a recount excluding FIH’s votes, with a consequent redetermination of the composition of the Board of Directors and Board of Statutory Auditors. It was an attempt to obtain through the courts an outcome different from that produced by the shareholders’ meeting. A legitimate legal strategy, but one that has found no support at the interim relief stage.

Golden Power: the timing of the acquisition is decisive

KKCG’s main argument concerned the Ferretti Security Division, established in 2016 to operate in the naval security and defence sectors. According to the applicant, Ferretti’s entry into a strategic sector triggered an obligation for Weichai to notify the Italian Presidency of the Council of Ministers of its shareholding. Failure to do so would have resulted in the suspension of voting rights and, consequently, the invalidity of the resolutions.

The judge, however, noted that Weichai had acquired control of Ferretti in 2012, four years before the division was established. Article 1, paragraph 5, of Decree-Law 21/2012, invoked by KKCG, links the notification requirement to the acquisition of a stake in a strategically important company, not to the subsequent commencement of defence or national security activities by a company in which a stake is already held.

The order also refers to the legislative amendment introduced in 2022, which established a specific provision concerning the incorporation of companies operating in strategic sectors. This provision did not exist in 2016 and, according to the judge, cannot be used to retroactively infer a general notification obligation.

The Court therefore did not rule that Ferretti falls outside the scope of Golden Power legislation, nor did it deny the strategic relevance of the defence division’s activities. Rather, it found that no identifiable transaction had triggered the notification obligation alleged by KKCG. This removes the legal basis on which the request to suspend Weichai’s voting rights was founded.

Previous communications with the Italian Government were also relevant. Ferretti had submitted several corporate transactions to the Presidency of the Council of Ministers, including stock market listings and the 2024 share buyback and cancellation programme. In 2019, it had expressly disclosed FIH’s control and its connection to Weichai, receiving a response on August 6 stating that the transaction submitted did not fall within the scope of Golden Power legislation.

The Court also rejected the comparison with the Pirelli precedent cited by KKCG, as that case involved a governance agreement in relation to which the Government had exercised specific powers.

Shareholders’ agreements: circumstantial evidence is not enough

KKCG had also raised the issue of alleged undisclosed agreements between shareholders. FIH’s slate received votes from 15 shareholders, while KKCG’s was supported by 164. Some investors had acquired stakes in the days preceding the shareholders’ meeting, keeping their individual holdings below the 3% threshold, before voting in favour of the Chinese shareholder’s slate. According to the applicant, the concentration of share purchases and the convergence of voting behaviour suggested coordinated action.

The judge found that the timing of purchases and aligned voting patterns were not sufficient to establish the existence of a legally relevant agreement. Evidence of an understanding, even an implicit one, concerning the exercise of voting rights was required, and the documentation submitted did not provide sufficiently compelling indications.

The order also refers to CONSOB, Italy’s securities market regulator, which had already asked FIH whether any agreements, contacts or discussions existed with other shareholders. FIH denied their existence in responses dated March 1, March 26 and April 7, 2026. This does not constitute a definitive finding that no coordination existed, but it was among the documentary elements considered by the Court when assessing the insufficiency of the evidence.

The Court also dismissed the reference to the 2019 agreement between FIH and Adtech Advanced Technologies AG. The disputed clauses had ceased to have effect following Ferretti’s listing on Euronext Milan in June 2023, while the agreement itself had expired in September 2024.

With the legal basis for suspending voting rights rejected, the allegation of abuse of voting rights also fell away. The mere exercise of voting rights cannot, in itself, constitute abuse, and no evidence was presented demonstrating that FIH had pursued interests unrelated to those of the company to KKCG’s detriment.

A dispute that remains unresolved

From a corporate perspective, the order reinforces the governance arrangements established at the shareholders’ meeting without altering the balance of shareholdings. Weichai remains the reference shareholder with approximately 39.5%, while KKCG retains its 23.23% stake and the influence that comes with it in future corporate decisions.

The confrontation, which began on the financial front with the Czech investor’s partial tender offer and continued with the contest for Board representation, has moved into the courts. The proceedings on the merits will examine the same allegations through a full judicial assessment. Until then, the governance structure elected in May remains in office.

What remains to be seen is whether the confrontation will continue through legal proceedings or return to the industrial and financial decisions facing a group operating in a market that demands timely decisions and a shareholder base capable of supporting them.

Fabio Petrone

The Court order is available for download at the bottom of this page.

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