The Arbitration Panel believes that the public bodies have violated the shareholders’ agreement between shareholders. Rho will pay but thinks about the Court of Appeal
Rho – Il Arbitration Panel issued the arbitration award promoted by Canarbino spaprivate partner of Nuovenergie spaagainst the municipal administrations of Rho, Settimo Milanese and Pero for the violation of the shareholders’ agreements regarding the points listed below.
The points of the question
The first point concerns the supply contract for electricity for the year 2022. The Arbitration Panel recognized that “there has been a violation by the Public Shareholders of the obligation to collaborate between them and Canarbino in relation to the purchase of electricity”.
The second point is inherent to gas supply contract for the thermal year 2022 – 2023. According to the Arbitration Panel, the “violation of the art. 5.2 and 8.8 of the shareholders’ agreement” by the three public bodies.
The third point concerns the right of first refusal claimed by Canarbino in the event of the sale of a company share by public shareholders. The Arbitration Panel has established that it is “it must be excluded that the mere fact of establishing the pledge has resulted in a violation of the right of pre-emption provided for by the art. 4 of the Pact”.
As regards violations of the shareholders’ agreement subsequent to the establishment of the Arbitration, the Arbitration Board deems it possible to exclude that “the facts that Canarbino complains about, which occurred after the initiation of the arbitration, constitute independent failures to fulfill the obligations contemplated in the articles. 5 and 8.8.”.
The Arbitration Panel proceeded with the definition of the penalty provided for the violation of the shareholders’ agreement in relation to the shareholding of the company held by each Municipality. The ruling corresponds to penalties for the member municipalities that for the Municipality of Rho they amount to 250,000 eurosplus legal fees.
The moves of the Rhodesian administration
“The municipal administration of Rho considers unfair the contents of the sentence and the quantification of the penalty” They explain in one night from Palazzo Podestarile, reiterating that we will proceed in the first useful session of the City Council to formulate the documents necessary to pay the penalty. The sum, which amounts to 250,000 euroshowever, there is no risk of jeopardize budget balancesas the Municipality of Rho has already set aside this sum among the “risk funds” in the 2023 administrative result.
That doesn’t mean the story ends here, however. In fact, the Administration is keen to point out that, despite paying the fine, “We reserve the right to challenge the award before the Court of Appeal – Justifying itself by the fact that – The action of the Municipal Administration of Rho has always been aimed at preserving the value of its stake in Nuovenergie spa and to maintain the public governance of the company.”
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