Three of Leonardo Del Vecchio's heirs have asked a Luxembourg court to change the voting rules at Delfin, the family holding company that controls a major stake in eyewear giant EssilorLuxottica. The request would replace the current unanimity requirement for board changes with a two-thirds majority, potentially making the company easier to steer.
What is Delfin?
Delfin is a Luxembourg-based holding company that sits at the center of the late Luxottica founder's business empire. It owns 32.4% of EssilorLuxottica, the world's largest eyewear company, and also holds stakes in Italian insurer Assicurazioni Generali and lender Banca Monte dei Paschi di Siena (MPS).
When Del Vecchio died in 2022, he left Delfin equally to eight heirs, each holding 12.5%. However, the company's bylaws require near-total agreement for major decisions, giving any single heir the power to block changes. That structure has made Delfin's governance unusually rigid.
The court request
According to a Reuters report, three heirs—Paola Del Vecchio, Luca Del Vecchio, and Rocco Basilico—are asking Luxembourg judges to allow six of the eight shareholders to approve board member replacements. That would effectively shift from a unanimity rule to a two-thirds threshold.
The change would weaken each heir's ability to veto decisions and make outcomes less dependent on a single holdout. It could also reduce the "governance overhang" that markets often assign when it's unclear who is really in charge of a major shareholder.
Why it matters for investors
For EssilorLuxottica, a clearer decision-making process at Delfin could lower the perceived governance risk premium. Investors have worried that internal family conflicts might distract management or delay strategic decisions. A two-thirds vote would make Delfin's position more predictable, even if its underlying strategy doesn't change.
The timing is also notable. Delfin reported €1.5 billion in profit for 2025, yet a 10% cap on profit distributions remains in place. That cap has been a point of tension among the heirs, and the court request could be a step toward loosening it.
Beyond EssilorLuxottica, Delfin's voting behavior matters for other high-profile votes. For instance, MPS shareholders are scheduled to vote Thursday on a defense strategy after Delfin pulled its support. A more agile Delfin could make its stance less hostage to family deadlock, even if the underlying strategy doesn't shift.
What to watch next
The Luxembourg court's decision will be closely watched by investors in EssilorLuxottica, Generali, and MPS. If the two-thirds rule is approved, it could signal a more streamlined governance structure for Delfin, potentially reducing the risk of prolonged internal disputes.
For everyday investors, the key takeaway is that governance rules at a holding company can have ripple effects on the companies it owns. When a major shareholder becomes easier to read, markets often respond by lowering the risk premium they attach to those stocks.
As the family's split continues to play out, the outcome of this court request could be a bellwether for how Delfin's influence evolves. For now, investors will be watching to see whether the heirs can find common ground—or whether the courts will force a change.
