Context

The 2025 takeover of Mediobanca by Banca Monte dei Paschi di Siena (MPS) has rapidly shifted from being presented as a flagship operation of Italy’s banking consolidation to a legal and regulatory stress test. Milan prosecutors have opened a probe into alleged market manipulation and obstruction of supervisory authorities in connection with the transaction, targeting MPS CEO Luigi Lovaglio, major shareholders Francesco Gaetano Caltagirone and Francesco Milleri (head of Delfin and EssilorLuxottica), as well as their respective corporate vehicles. The case directly touches the nexus between state-backed banking restructuring, private financial power, and the governance of strategic assets such as Mediobanca and, indirectly, Generali.

The transaction: from OPS announcement to control

In January 2025, MPS launched a voluntary public exchange offer (OPS) for all ordinary shares of Mediobanca, valued at around €13.5 billion. The structure combined newly issued MPS shares with a limited cash component and was formally framed as a market-driven consolidation move following the bank’s gradual reprivatization after its 2017 state bailout. The offer initially met skepticism from Mediobanca’s management and part of the market, not least because MPS was the smaller and more fragile institution. Over the course of 2025, however, shareholder acceptances increased steadily. By early September, MPS had secured roughly 62 percent of Mediobanca’s capital; after a subsequent re-opening of the offer, it ultimately reached about 86.3 percent of the investment bank’s shares by late September. This level of control effectively gives MPS dominance over Mediobanca’s strategy and governance, while still leaving a small free float and the option, in principle, of a full merger and delisting. The deal was widely read as a major restructuring of the Italian banking landscape, with strong political backing from the government, which retained a reduced but still relevant stake in MPS.

Key actors and the nature of the allegations

The Milan investigation focuses on three individuals and two corporate entities:

  • Luigi Lovaglio, CEO of MPS since 2022, previously CEO Director General of Credito Valtellinese, Lovaglio has been working in banking for 40 years.
  • Francesco Gaetano Caltagirone, who controls the Caltagirone Group, active in construction, cement, real estate, publishing and finance. He has been a key shareholder in major Italian companies such as Generali and Mediobanca and was awarded the Order of Merit for Labour.
  • Francesco Milleri, chairman of Delfin and CEO of EssilorLuxottica. He previously was a tech entrepreneur and worked at Luxottica’s digital transformation and the merger that created EssilorLuxottica.
  • Gruppo Caltagirone and Delfin as legal entities, under Italy’s corporate criminal liability framework (Legislative Decree 231/2001). Prosecutors suspect that the takeover was pre-arranged among MPS, Caltagirone and Delfin / Milleri, and that this alleged concerted action was not adequately disclosed to the market or to supervisory bodies such as Consob, the European Central Bank (ECB) and the insurance supervisor Ivass. The two main criminal preliminary allegation are market manipulation (aggiotaggio) and obstruction of supervisory functions (ostacolo alla vigilanza).

Governance implications:

Mediobanca, Generali and financial power The political and market sensitivity of the case is amplified by the structural role of Mediobanca in Italian finance. Beyond its investment banking activities, Mediobanca holds about 13% of Assicurazioni Generali, Italy’s largest insurance group and a key European player. Through the acquisition of Mediobanca, MPS has therefore acquired an indirect but highly meaningful lever over Generali’s governance. This is particularly significant given that both Caltagirone and Delfin are themselves long-standing, substantial shareholders of Generali. The concentration of influence over three nodes of the system (MPS, Mediobanca and Generali) within a small circle of actors is at the core of the debate on whether the operation reflects an ordinary market-driven consolidation, or a more ambitious attempt to reshape the country’s financial architecture. In parallel, the shareholding structure of MPS itself has been reshaped by the transaction: Delfin and Caltagirone have emerged as leading private shareholders of the bank, while the Ministry of Economy and Finance has significantly reduced its participation compared to the post-rescue period. This raises questions on the use of a previously state-rescued bank as a vehicle for broader private strategic designs.

Supervisory and regulatory angles

Supervisory and regulatory scrutiny focuses on three fronts: disclosure, banking oversight and insurance supervision. Authorities are assessing whether MPS, Delfin and Caltagirone effectively acted in concert and failed to flag this as price-sensitive information, potentially breaching market abuse rules. The ECB may respond by tightening its oversight of the new MPS–Mediobanca perimeter, especially governance and the influence of dominant shareholders. Given Mediobanca’s central role in Generali, Ivass is also likely to monitor more closely any cross-sector concentration of power, adding to legal and market uncertainty.

Preliminary analytical takeaways

For now, the judicial probe does not invalidate the legal effectiveness of the OPS, nor does it automatically call into question the ECB’s prior approval. It does, however, increase the probability of stricter supervisory conditions, reputational damage for the actors involved, and a more cautious stance by European authorities toward future Italian banking reorganizations carried out through tight networks of industrial and financial families. The outcome of the investigation will therefore matter not only for the individuals under scrutiny, but also for the credibility of Italy’s broader approach to bank consolidation and the governance of strategic financial assets.