Telecoms.com

The emotional level of the custody battle for TIM has reached a new pitch, with Vivendi starting to lose its composure.

“Vivendi denounces the behaviour of the Elliott-nominated Telecom Italia (TIM) Board members who yesterday rejected by a majority vote the report issued by the company’s Board of Statutory Auditors, a totally independent body, citing serious irregularities related to the company’s governance and its Board,” opened Vivendi’s latest salvo, which claimed to be seeking to re-establish the truth.

It was issued in quick response to the TIM board’s own response to Vivendi’s previous moan about a recent auditor’s report – you see how convoluted this is getting. It unsurprisingly thinks the perspective of the TIM board “…fails to mention several acts of serious misconducts by the Chairman and the lead independent director, who did not inform all independent directors in the same manner and were clearly selective in their interactions.”

Here are the questions Vivendi reckons remain unanswered:

• Why did the Chairman organize the preparatory meeting concerning the dismissal of Amos Genish with the sole participation of the ten Board members designated by Elliott?
• As widely reported by the Italian press, why did at least one preparatory meeting take place in the presence of only the ten Board members nominated by Elliott prior to the November 18, 2018 Board meeting?
• Did the Chairman have any contact with any of Elliott’s representatives before or after the Board meetings of the 13th and 18th of November?
• What was discussed at the meeting between the Chairman and the representatives of at least one minority shareholder that occurred on the 12th of November 2018?
• What were the criteria used in the selection of the legal advisor for a decision as important as the dismissal of the CEO when it was well known that the same law firm has represented Elliott in the past and even sued TIM in recent months?
• Does the Chairman believe he still has the confidence of the minority Board members, the Board of Statutory Auditors and the market?
• Has the Chairman considered stepping down from the Board, in light of the findings of serious breaches in his duties that have emerged from the Report of the Board of Statutory Auditors?

In common with its opponents Vivendi also has a special website for its propaganda in this matter. It wants both the statutory auditors and CONSOB, the Italian securities regulator, to look into this further because it doesn’t think the Elliott-dominated board of TIM can be trusted to ‘self-police’. Ultimately, of course, Vivendi wants to restore its own dominance of the board, because it did such a great job of self-policing last time.