A2A Secures Win in Class Action Lawsuit in Edison Takeover Bid

Cleary Gottlieb represented A2A in a decision published on January 16, 2023, in which the Court of Milan declared inadmissible the class action brought by one of Edison’s minority shareholders.

The plaintiff claimed that he—like all other minority shareholders—had been damaged by tendering into the takeover bid launched by Electricité de France (through TDE) on Edison shares in 2012.

In particular, by upholding all of A2A’s exceptions and defences, the Court of Milan ruled that:

• the plaintiff did not qualify as a consumer because “the relationship between the minority shareholder and the majority shareholder that launched the mandatory takeover bid is an internal corporate relationship, and not a relationship between consumer and professional;”
• the claim was in any case not “referable to any of the claims allowed under Article 140-bis(2) of the Consumer Code;”
• A2A did not have “standing to be sued...concerning the takeover bid affair and the determination of the relevant price.”

Therefore, the court declared the class action inadmissible and ordered the plaintiff to pay A2A’s litigation costs and to publish the decision on the national press.