Contrarian Corpus
activist full deck proxy fight
2018-04-24 · 15 pages

Telecom Italia TIT.MI

Vivendi's 18% economic stake has captured TIM's board at the expense of minorities; electing Elliott's 10 Independent Nominees on May 4th restores governance while backing CEO Genish's plan.

Thesis

Elliott argues that Vivendi, with only an 18% economic stake, has effectively controlled Telecom Italia's board to its own benefit at the expense of the vast majority of other shareholders. At the May 4th, 2018 general meeting, TIM shareholders can choose between Vivendi's slate and Elliott's slate of 10 Independent Nominees — including Fulvio Conti (ex-Enel CEO), Alfredo Altavilla (FCA COO EMEA), Luigi Gubitosi and Rocco Sabelli — endorsed by major proxy advisors. Elliott explicitly supports incumbent CEO Amos Genish and the 2018-20 Business Plan, framing the campaign as governance reform rather than strategic disruption. If elected, the Independent Nominees would evaluate Elliott's value-creation proposals — savings-share conversion (12-14% EPS accretion per Elliott vs 3-4% per TIM), a NetCo minority stake sale, deconsolidation of NetCo and Sparkle, and a dividend reinstatement in 2019 once TIM regains investment grade.

SCQA

Situation

Telecom Italia is Italy's incumbent telecom operator whose board is effectively controlled by Vivendi, despite the French media group holding only an 18% economic stake in TIM.

Complication

Vivendi has run TIM to its own benefit at the expense of other key stakeholders and has frayed relationships with Italian regulators and authorities while minority voices go unheard.

Resolution

Vote Elliott's slate of 10 Independent Nominees (led by Fulvio Conti) on May 4th while retaining CEO Amos Genish and the current 2018-20 Business Plan.

Reward

An independent board would evaluate savings-share conversion (12-14% EPS accretion), a NetCo minority stake sale, Sparkle deconsolidation, and dividend reinstatement in 2019 once TIM regains investment grade.

The three reasons

  1. 1

    Vivendi holds only 18% economic stake yet controls TIM to its own benefit

  2. 2

    Elliott's 10 Independent Nominees empower CEO Genish rather than replace him

  3. 3

    NetCo separation, Sparkle sale and dividend return unlock value for all shareholders

Primary demands

  • Vote Elliott's slate of 10 Independent Nominees at the May 4th General Meeting
  • Replace Vivendi-aligned directors with independent directors representing all shareholders
  • Retain CEO Amos Genish and support the 2018-20 Business Plan
  • Pursue legal separation of NetCo and evaluate a minority stake sale
  • Convert savings shares to ordinary shares for governance and EPS accretion
  • Sell stake in Sparkle to unlock additional value
  • Reinstate dividend in 2019 once TIM returns to investment grade in 2018

KPIs cited

Vivendi economic stake in TIM
18% of total market cap given no disclosed interest in saving shares
EPS accretion from savings-share conversion
c. 12-14% per Elliott vs c. 3-4% per TIM management
Board composition rules
15 directors total: 10 from majority slate (>=5 independent) + 5 from minority slate (>=3 independent); >=5 less-represented gender
Independent Nominees proposed
10 candidates (Conti, Altavilla, Ferrari, De Ponti, Gubitosi, Bonomo, Cappello, Morselli, Roscini, Sabelli)
Investment-grade pathway
TIM targeting return to investment grade in 2018 enabling dividend reinstatement in 2019

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns. Orange cells are present in this deck; neutral cells are not.

Composition what's on the 15 slides

Visual + textual elements counted across every slide in this deck. Hover a box for what that element is; click to see every slide in the corpus that uses it.

Slide gallery ·

All 15
No slide inventory yet

Pass-2 extraction may still be in progress for this deck.

Notes

Second/follow-up Elliott deck on TIM, focused narrowly on the 4-May-2018 AGM slate vote between Elliott's Independent Nominees and Vivendi's slate. Unusual posture: Elliott explicitly supports incumbent CEO Amos Genish and management's existing 2018-20 Business Plan — the campaign is about board composition and independence from Vivendi, not management change. Notable rhetorical devices: (1) side-by-side slate-comparison table with green-check / red-X / yellow-? independence badges (p.5-6); (2) twin 'Independent Board' vs 'Not Independent Board' circle diagrams visualising alignment with all shareholders (p.7); (3) paired-quote layout juxtaposing Elliott statements with Genish statements to demonstrate alignment (p.8); (4) three-column 'What Elliott Said / What TIM Said / Comment' table reframing management's own plan as compatible with Elliott's value-creation proposals (p.9). Tone is adversarial toward Vivendi but collaborative toward CEO and management — a softer companion to Elliott's earlier March 2018 full thesis deck. No SOTP or peer-gap charts; financial detail is light because the document's job is to win the vote, not re-argue underlying valuation. Pages 10-15 are appendix CVs for the ten nominees.