ABN AMRO in Italian Court Victory in Battle over Antonveneta

May 21, 2005

Cleary Gottlieb is representing ABN AMRO in a fight against Banca Popolare di Lodi for control of Banca Antonveneta. At the April 30 Antonveneta annual shareholders’ meeting, BPL and its allies obtained a majority of the voting shares, and thus won passage of a resolution appointing a new slate of directors and statutory auditors. Cleary Gottlieb won an ex parte decision from the Tribunal of Padua suspending this resolution.

Cleary Gottlieb has filed many complaints over the past four months with CONSOB (the Italian equivalent of the SEC) and the Bank of Italy alleging that BPL and its allies (who include prominent members of the Italian financial community) had entered an illegal shareholders’ agreement in violation of Italian disclosure rules, in an effort to win control of Antonveneta.

On May 10, CONSOB upheld these allegations, finding that a hidden shareholders’ agreement did exist. The effect of the finding was to void the exercise of voting rights at Antonveneta’s annual meeting by the parties to the hidden agreement.

On May 18, ABN filed complaints with the Tribunal of Padua requesting the annulment of the shareholders’ resolution and its immediate suspension. On May 21, the Tribunal ruled that BPL and its allied Antonveneta shareholders had not been entitled to vote at the shareholders’ meeting, since they had failed to disclose the hidden agreement, and the Tribunal suspended implementation of the shareholders’ resolution. A hearing on the Tribunal’s order has been scheduled on June 6.