Giorgio Armani, who died last week aged 91, surprised the fashion world by instructing his heirs to gradually sell the empire he had set up in his 50-year-long career. Like everything he did – from the broad company strategies to the models’ hair before a catwalk – the “king of fashion” did not leave anything to chance. Below are the details from his will.
The foundation partner to control the company
The designer decided that the Giorgio Armani Foundation, which he established in 2016, would initially hold a 10% direct stake in the company, giving it 30% of voting rights, and the right to other shareholders’ stakes in case of their death. The remaining shares will be split among Armani’s partner Pantaleo (Leo) Dell’Orco, who will get the largest share of capital and voting rights, the late designer’s sister Rosanna, his two nieces Silvana and Roberta and his nephew Andrea Camerana.
While Armani’s sister and one of his nieces, Roberta, will not hold any voting rights, Dell’Orco will have 40% and, together with the foundation, will control the fashion label.
New ownership structure
Armani group’s new ownership structure Share category/Heir Capital Voting (%) rights (%) A/Pantaleo dell’Orco 30 40 B/ Silvana Armani 15 15 C/ Roberta Armani 15 0 D/ Andrea Camerana 15 15 E/ Rosanna Armani 15 0 F/ Fondazione 10 30 Giorgio Armani Proceeds from the company will be divided among his partner and family according to their shareholding, with the foundation’s 10% equally paid to the five members.
Sale Instruction
The will instructed the foundation to sell 15% of the fashion house within 18 months, giving priority to French luxury conglomerate LVMH, beauty giant L’Oreal and Franco-Italian eyewear group EssilorLuxottica. Otherwise, the stake should be sold to a company “identified and with the agreement of Leo”, operating in the fashion and luxury world and with the same standing as those listed above, putting groups that have commercial partnerships with Armani first.
The buyer will have 15% of voting rights and will be able to appoint a board member. After the sale, Dell’Orco will keep his 40% voting rights, despite a smaller holding, while the foundation’s share of voting rights will drop, but it will have a veto power on major decisions, such as changes of statute, capital increases and all M&A activity.
The will did not spell out what would happen if the sale was not completed as instructed. Armani group ownership after 15% stake sale Share category/Heir Capital Voting (%) rights (%) A/Pantaleo dell’Orco 20 40 B/ Silvana Armani 10 15 C/ Roberta Armani 10 0 D/ Andrea Camerana 10 10 E/ Rosanna Armani 10 0 F/ Fondazione 25 25 Giorgio Armani New shareholder 15 In three to five years, Armani’s heirs should dispose of another 30-55% to the same buyer, or otherwise list the company, preferably on the Milan bourse. According to the will, regardless of the decision, the Giorgio Armani Foundation will always have to hold a stake of at least 30.1% in the famed fashion house.
