The judges in Lussemburgo have made a decision that could break the stalemate in the governance of Delfin, the financial company of the Del Vecchio family, which has a value of over 40 billion euros. According to sources close to the matter, Rocco Basilico has obtained permission from a court in the Grand Duchy to transfer 0.4% of Delfin from personal ownership to the holding company Rbh.
The judges made this decision by applying a so-called “holding discount” of 30%, valuing the small package at just over 20 million euros, and applying a 30% discount on Delfin‘s net asset value at the end of December, which was around 55 billion euros.
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The Structure of Rbh and Tensions Among Shareholders
Rbh is a Luxembourg-based holding company created in January 2025 by Rocco Basilico, the son of Nicoletta Zampillo, the widow of Leonardo Del Vecchio and mother of Leonardo Maria Del Vecchio. Rocco Basilico inherited 12.5% of Delfin from his father, and his mother renounced her usufruct rights to the same shares. However, Rocco Basilico has since come into conflict with his brother Leonardo Maria, who has contested his position as a Delfin shareholder.
In November last year, Basilico was the first of the eight Delfin shareholders to request permission to transfer a small portion of his 12.5% stake, likely to pay the 8% inheritance tax. The same request was later made by Luca and Paola Del Vecchio for their own 12.5% stake.
The Issue of Share Bankability
The bylaws of the holding company prevent Delfin shares from being pledged directly to banks. However, transferring the shares to a holding company allows for their “bankability”, thereby circumventing this restriction. Approval for the transfer requires a majority of 6 out of 8 votes, which was not achieved at the meeting.
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The Appeal to the Tribunal and Luxembourg Law
The denial did not end the matter: Luxembourg law protects the right of shareholders not to be bound indefinitely to the capital, and therefore allows them to appeal to the court for authorization to transfer their shares. In such cases, it is up to the judge to evaluate the request and, if it is accepted, authorize the transfer, while safeguarding the company’s balance through two mechanisms: the right of pre-emption granted to other shareholders and the right of redemption attributed to Delfin itself.
If the parties do not reach an agreement on the consideration, the court determines its value. The process takes from six to nine months: the shareholder must submit the request to the judge within three months of the “no” from the meeting, and the judge then takes up to 180 days to make a decision. This is what happened in the case of Basilico, who turned to the Grand Duchy court at the end of 2025.
Future Prospects and Impact on Essilux
The decision of the Luxembourg judges may change the future scenario for Delfin. Five shareholders – Luca, Clemente, Paola, Leonardo Maria, and Basilico for the remaining 12.1% of Delfin – have requested permission from the meeting to transfer their shares to their own vehicles, and, given the “no” they received, they could also appeal to the judge.
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The stalemate in Delfin‘s governance seems to be supporting Essilux on the stock market. The day after the inconclusive meeting, the title gained over 5% in Paris, reflecting the market’s reaction to the uncertainty surrounding Delfin‘s future.
They are now waiting for the next move.
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