Euronext, Ongoing Negotiations (MF)

At Piazza Affari, Italy and France have launched negotiations to avoid an escalation in court. This is revealed by Milano Finanza based on several authoritative sources. While the exact outcome of this initiative remains unclear, it marks a significant development. Specifically, work is underway to revise the shareholders’ agreements governing the governance of Euronext—a listed company comprising eight European stock exchanges, including Milan—where a legal conflict is playing out between Cassa Depositi e Prestiti (CDP) and its French counterpart, Caisse des Dépôts, both holding an equal 7.8% controlling stake.

Use of Golden Power The Italian government (led by Giorgetti and Meloni) has activated Golden Power checks, sending formal letters to Paris to verify compliance with the conditions and recommendations established in 2020 during the acquisition from the London Stock Exchange.

Specifically, letters from Rome have been addressed to Euronext CEO Stéphane Boujnah to determine whether the French shareholders of the exchange group are adhering to the provisions established at the inception of the financial joint venture. Answers are expected shortly, while diplomatic channels are simultaneously being explored; achieving a Capital Markets Union requires a genuinely federated stock exchange.

The situation is nearing a breaking point because the Italian side insists the initial bilateral agreements must be respected, even at the cost of years in court. CDP is determined to pursue the dispute regarding the governance of Borsa Italiana, which has triggered an unprecedented political, institutional, and legal standoff with Boujnah. Indeed, reading the shareholders’ agreements attached to the founding act of the European exchange joint venture—signed during Giuseppe Conte’s second government—CDP appears to have valid grounds regarding its right to appoint the leadership of Piazza Affari and MTS (the electronic platform for trading government bonds across Europe). Milano Finanza exclusively revealed these agreements on June 6, reporting the Italian version used in one of the lawsuits filed by CDP in Italy (other cases are pending in Amsterdam, Euronext’s corporate seat and jurisdiction) against Boujnah’s decision to make appointments without consulting the Rome-based institution.

When Euronext acquired Piazza Affari from the London Stock Exchange, the French company required clearance from the Italian government—then led by Giuseppe Conte—since a strategic national asset subject to executive veto power was changing hands. In late 2020, amid the pandemic, the Prime Minister’s office set specific criteria for authorizing the transaction. Economy Minister Giancarlo Giorgetti, in agreement with Prime Minister Meloni, now intends to enforce or thoroughly test these criteria. A Council of Ministers resolution dated December 10, 2020, set out “recommendations to Euronext to ensure full protection and future development of the Italian assets involved, as well as the implementation of the transaction as outlined through adherence to voluntarily assumed commitments.” These recommendations, along with the disputed governance provisions in the shareholders’ agreements, form the basis for reaching a settlement—balancing a soft diplomatic approach to contract revision with the firmer leverage of Golden Power.

Summary of Facts

  • Diplomatic Channel Opened: Italy and France have initiated talks to prevent further legal escalation over Euronext’s governance. The main goal is revising the shareholders’ agreements.
  • Core Causes of the Clash: A sharp dispute persists between CDP and French shareholder Caisse des Dépôts (each holding 7.8%). The rift stems from Euronext CEO Stéphane Boujnah appointing executive leadership at Borsa Italiana and MTS without consulting the Italian side, violating—according to CDP—the 2020 founding agreements.
  • Dual-Track Strategy: Rome is executing a two-pronged strategy: applying regulatory and executive leverage (Golden Power alongside lawsuits in Italy and Amsterdam) while simultaneously negotiating a diplomatic compromise to avoid prolonged legal gridlock.
  • European Perspective: Reaching an agreement is vital for both nations to safeguard strategic assets—such as the government bond trading platform (MTS)—and to prevent damage to the broader European Capital Markets Union project. 

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