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Generali share swap blocks Mps-Mediobanca takeover amid investigation

Insurer's role underlines its influence in protecting its own corporate interests

Insurance News

By Josh Recamara

Dec 01, 2025Share

The investigation into Monte dei Paschi di Siena’s (Mps) takeover of Mediobanca has highlighted the role of Generali in blocking the deal, while clarifying that the insurance company itself is not under scrutiny.

Generali, along with the Ministry of Economy and Finance (MEF), remains outside the investigation.

Attention has centered on the shareholder vote last August. Prosecutors noted that the vote effectively blocked the takeover bid, representing a “concerted majority” and a rallying point for votes against or abstentions.

During that meeting, shareholders rejected the proposed transaction involving Banca Generali in exchange for the 13% stake in Generali held by Piazzetta Cuccia, the reports said. 

Mps has been under scrutiny since it confirmed last Thursday that CEO Luigi Lovaglio is being probed for alleged market manipulation. Milan prosecutors alleged that Lovaglio, alongside billionaire Francesco Gaetano Caltagirone and Delfin Sarl chairman Francesco Milleri, coordinated actions to seize control of Mediobanca in an effort to strengthen influence over Assicurazioni Generali SpA, Italy's largest insurer.

According to media reports, prosecutors have described Lovaglio as an “external competitor” and “facilitator” in the operation, noting that he was not acting in the interest of Mps but allegedly contributed to market rigging alongside Caltagirone and Milleri.

The European Commission declined to comment on the ongoing investigation, but noted that Mps is no longer constrained by prior state aid conditions and can pursue corporate actions independently.

Mps completed the €17 billion ($19.8 billion) acquisition of Mediobanca in September. 

From an Italian regulatory perspective, the Competition Authority reviewed the transaction and approved it in July 2025, while Consob and the ECB were kept fully informed by Milan prosecutors, according to the reports.

While Mps and its executives face potential liability, Generali’s strategic positioning in the share swap safeguarded its stake and illustrated the broader influence insurers can have in market control events, the reports said.

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