The rumors circulating about the golden power meter expected in a few days by the Italian government in the Sinochem-Pirelli case left us stunned basically at first sight. Nor were they wholly dissipated by the note of Palazzo Chigi which came out early in the evening while this paper was going to be published. On the surface, the allegedly circulated lines of the draft seemed too prescriptiveand aims to ensure that it is not the orders given to Beijing by the Communist Party that can influence Pirelli’s judgment, and even less so, that Beijing can get its hands on all the data and experience in the performance of digital technologies and sensors developed in recent years by Pirelli.
Also because these technologies are the real driving force behind Pirelli’s success in the most advanced tire segment on the world stage. Sinochem will therefore have to refrain from carrying out directing and coordinating for Pirelli, directly or indirectly. The ban will also extend to Pirelli’s statutory directors and auditors, appointed on their own lists, with specific directives that could lead to indirect management and coordination activities. While Pirelli should refuse to implement any administrative or regulatory initiative that comes from Sasac, the Chinese state commission whose control with Xi Jinping has fallen sharply coordinates all Chinese investment in foreign companies. Then follows a long list of statements that the Chinese should not be allowed: all technology and intellectual property relating to Cyber Tires, the design and production lines intended for such productions, information and management systems and any request to transfer any ICT aspect of managing and controlling Pirelli to the Chinese servers.
The government evening note added that a strategic security clearance would be provided with strict restrictions on access to inside information. In addition to the need for a majority of four-fifths of its members in the Board of Directors to take strategic institutional decisions. On these last two points, we need to have a better understanding of what the government has in mind, i.e. whether or not the measure is effective.. Indeed, Pirelli appears to be safe. But looks can be deceiving. Recipes alone will not change the situation, that is, China’s control of the company and its strategic assets: If the minorities do not submit their own lists at the meeting, the Chinese majority in Pirelli will today elect 11 out of 15 directors of the company, with a president with very broad legal powers and full access to company data. How can this be prevented? By refusing a security visa or with a policeman who supervises whether the president receives this or that CEO of the company and asks him for data? Or do we really believe that the tool to prevent him is the last part of the announced measure, that is, in which it is written that in the event of the aforementioned prohibitions being violated, the state reserves the right to reopen the file by taking more decisive measures?
This is exactly what must be avoided: Pirelli cannot be left in front of the markets in a situation that exposes them to such great risks and uncertainties. Our suspicions are not far fetched. We take them directly from the recent refusal that Section IV of the Council of State retains, with sentence 289 of January 9, the opposition against the ban by the Italian government on the acquisition by Sinochem itself, through its Swiss subsidiary Syngenta which is a world player in the agricultural field, of companies operating in The feed sector is controlled in Italy by the Dutch Verisem Group.
Paragraphs 22, 22.1 and 22.2 of the sentence expressly state that “Opposition to the ban clearly ignores the reasons that allow us to appreciate the constituent shortcoming of enforcing prescriptions that would not only not allow the completion of the purchase transaction, but would result in financial implications and compulsory fees of complex realizability in the event of non-compliance by the sender Enforcing the prescriptions, albeit strict, will be difficult to implement, given the nature of the primary controlling holder in the acquiring company (i.e. the Chinese government). It is the Council of State, in that sentence, that says that prescriptions, however active, are not enough. Otherwise, the danger of direct exposure to US sanctions still exists, and the government must thwart this danger for Pirelli with all its energy. Therefore, the government considers carefully the exact powers of the Chinese share if it does not intend to dispose of its descent into the capital of the company.
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