Heirs to the late Italian magnate Leonardo Del Vecchio have intensified their push to secure greater influence within family holding company Delfin, the Luxembourg-based vehicle that controls major stakes in eyewear titan EssilorLuxottica, insurer Generali, and lender MPS. Since Del Vecchio’s death in 2022, Delfin has operated under an independent board appointed for fixed terms, largely insulated from the heirs by strict corporate governance rules.
In the latest challenge to this structure, three of Delfin’s eight investors have petitioned a court in Luxembourg to modify a bylaw provision requiring a unanimous shareholder vote to alter board composition. The proposed change would lower the threshold to a two-thirds majority, equivalent to the agreement of six shareholders. The legal action is led by heirs Paola Del Vecchio, Luca Del Vecchio, and Rocco Basilico.
Leonardo Del Vecchio divided Delfin equally among his six children, his widow, and her son from a previous marriage, giving each an identical 12.5% stake. Persistent divisions among the eight beneficiaries have empowered the independent board to maintain steady long-term investments across its portfolio. However, analysts warn that ongoing governance friction could create broader repercussions.
Governance concerns at Delfin have already spilled over onto EssilorLuxottica, according to a note from Bernstein last month, potentially distracting management as the eyewear giant contends with a plunging share price. Delfin is chaired by EssilorLuxottica CEO Francesco Milleri, the late founder’s closest aide, while Romolo Bardin serves as CEO.
Instability at the holding company is also widely perceived as a factor in Delfin’s decision to withhold support for a takeover defense strategy involving MPS by Intesa Sanpaolo. Bankers noted that MPS’s defense plan was too complex and risky to pursue without a unified front among major backers. MPS shareholders are scheduled to vote on the strategy and are expected to defeat the plan following the loss of Delfin’s backing.
Under the existing governance framework, key decisions remain restricted to the board unless the eight heirs achieve unanimous consent or a wide agreement. Frustration has mounted among certain heirs as shareholders repeatedly failed to secure the enhanced majorities required to raise a 10% cap on profit distributions, even as Delfin’s 2025 profit reached €1.5 billion. In recent months, high-profile heir Leonardo Maria Del Vecchio unsuccessfully attempted to buy out two of his siblings to break the deadlock, while Delfin itself has weighed purchasing stakes from its investors.
Tensions have also surfaced at EssilorLuxottica, where Leonardo Maria Del Vecchio previously held a position but departed after falling out with CEO Milleri. Adding further pressure on Delfin’s leadership, shareholders secured the appointment of two non-voting board observers in June, granting them the right to attend all board meetings and join discussions.
Prior to the current legal challenge, Delfin shareholders successfully lifted restrictions that previously prevented them from transferring their stakes into external investment vehicles, allowing them to potentially raise funds using their shares as collateral. Two shareholders have already moved their stakes into separate corporate structures, with three others preparing to follow suit.
