Ferretti governance battle escalates as KKCG Maritime challenges AGM vote

KKCG Maritime has escalated its dispute with luxury yacht builder Ferretti. It’s filed a legal challenge to the validity of votes cast at the company’s annual shareholders’ meeting, escalating the governance battle surrounding the Italian group.

Ferretti, a major Italian luxury yacht manufacturer, is considered by KKCG Maritime to operate in a strategically sensitive industrial segment due to its advanced maritime engineering capabilities and potential dual-use technologies. KKCG Maritime says this makes transparency, governance integrity and regulatory compliance especially critical.

KKCG Maritime, part of Czech entrepreneur Karel Komárek’s KKCG Group, confirmed on 10 June that it has filed proceedings before the Civil Court of Bologna seeking to overturn decisions taken at Ferretti’s 14 May AGM and has requested urgent measures to suspend their implementation pending a court ruling.

Golden Power rules at centre of voting rights challenge

The dispute centres on the voting participation of Ferretti International Holding (FIH), through which China’s state-owned Weichai Group controls a 39.5 per cent stake in Ferretti. KKCG Maritime argues that FIH’s voting rights should have been suspended under Italy’s Golden Power regime.

Italy’s Golden Power framework gives the government authority to review, impose conditions on or, in certain circumstances, block investments and ownership changes involving companies deemed strategically important to national interests. The rules apply across sectors including defence, national security, energy, telecommunications and critical infrastructure, and can require investors to notify the government when acquiring or holding significant interests in companies that fall within scope.

Potential impact on Ferretti board composition

KKCG Maritime is seeking a recount of votes on several critical resolutions taken at the AGM, including board appointments, directors’ remuneration and the appointment of statutory auditors. According to KKCG, excluding FIH’s votes would have produced a different outcome and resulted in the election of candidates backed by its shareholder slate.

In May, shareholders backed China’s Weichai Group, and confirmed the departure of CEO Alberto Galassi after 12 years in the role. The vote saw more than 52 per cent of votes cast in support of the Weichai-backed slate. Tan Ning was appointed as chairman of the board of directors, shortly afterwards Stassi Anastassov became Ferretti Group’s new CEO.

Allegations of undisclosed shareholder coordination

The legal filing also introduces broader governance and transparency allegations. KKCG claims that several shareholders who supported FIH’s board proposals may have undisclosed relationships with FIH or Chinese interests and may have acted in concert. It further questions whether disclosure requirements were met in relation to an alleged shareholder agreement involving FIH and Adtech Advanced Technologies AG.

The challenge highlights growing scrutiny of strategic ownership issues in the European marine sector. KKCG argues that Ferretti’s advanced yacht-building capabilities, engineering expertise and technology base have significance beyond the luxury marine market, potentially bringing them within the scope of Italy’s national security protections.

If the court grants interim relief, implementation of the contested AGM resolutions could be suspended while the case proceeds, creating uncertainty around the company’s governance structure and board composition.

Wider scrutiny of strategic maritime assets in Europe

The dispute marks a significant development for one of Italy’s best-known yacht manufacturers and could attract wider attention from investors and regulators monitoring foreign ownership, corporate governance and strategic industrial assets across the European maritime industry.

Ferretti has previously stated that it operates in compliance with applicable laws and regulations, while Weichai has maintained its position as the yacht builder’s controlling shareholder. Any findings regarding Golden Power compliance or shareholder disclosure obligations will ultimately be a matter for the relevant Italian authorities and, where applicable, the courts.

KKCG Maritime, which is one of KKCG Group’s portfolio entities, acts as a shareholder in Ferretti. It has not disclosed an exact shareholding in Ferretti, but is understood to be a significant minority investor with sufficient scale to pursue board influence and contest AGM outcomes.

There is no fixed timetable for the Civil Court of Bologna’s decision on interim relief. In urgent corporate cases, rulings can take weeks or several months depending on evidentiary requirements and hearings, with timing fully at the court’s discretion.

No negotiations underway for The Italian Sea Group (to date)

Ferretti has also told Borsa Italiania that there are no negotiations underway for The Italian Sea Group to date. Addressing press rumours regarding its possible interest in purchasing the entire capital of The Italian Sea Group or its main assets, Ferretti clarified in a statement that “currently, no such negotiations are underway either with the aforementioned company or with its reference shareholders.”

At the same time, the statement continues, “as a leading operator in the Italian nautical sector and in line with its external growth strategy, Ferretti constantly evaluates and monitors opportunities that may arise on the market.”