Italy-based luxury yacht maker Ferretti Group is now fighting a legal challenge from its second-largest shareholder that could fundamentally reshape who controls the Forlì-headquartered company—and the dispute hinges on whether Golden Power national security rules should void votes cast at a critical May 14 shareholder meeting.
The immediate effect for anyone tracking Italy's capital markets or manufacturing sector: the board that took office last month, including new CEO Stassi Anastassov, may be operating on borrowed time if a Bologna court grants an emergency suspension. Meanwhile, Italy's Ministry of Enterprises and Made in Italy, along with defense officials, are actively reviewing whether Chinese conglomerate Weichai Group—which holds 39.5% of Ferretti through Ferretti International Holding (FIH)—violated reporting obligations under Golden Power legislation when it voted to install new management.
Why This Matters
• Golden Power enforcement escalates: If the court suspends Weichai's voting rights, it would mark one of the most aggressive uses of Italy's strategic-asset regime against a non-EU shareholder, potentially setting a precedent for other dual-use manufacturing firms.
• Corporate governance in limbo: The board of directors elected on May 14 could be annulled entirely, forcing a new shareholder vote and delaying key strategic decisions at a time when Ferretti competes globally against rivals like Azimut-Benetti and Sanlorenzo.
• Minority shareholder rights on trial: Czech billionaire Karel Komarek's KKCG Maritime, which owns roughly 23% of Ferretti, argues undisclosed shareholder pacts swung the vote—an allegation that, if proven, could trigger a mandatory takeover offer under Hong Kong Stock Exchange rules.
The Legal Showdown in Bologna
On June 10, KKCG Maritime, acting through its vehicle Azur, filed a formal challenge in the Specialized Business Section of the Bologna Civil Court, asking judges to freeze the May 14 resolutions. The crux of the case: whether Weichai's 39.5% stake should have been barred from voting because Ferretti manufactures patrol vessels through a security division—products that qualify as dual-use technology under Italian national defense statutes.
At the May 14 assembly, shareholders narrowly approved Weichai's slate of board nominees with 52% of votes, ending the 12-year tenure of outgoing CEO Alberto Galassi. KKCG's list garnered 47%. But KKCG now contends the margin was artificial: had Weichai's shares been suspended for failing to notify the Prime Minister's Office of a strategic investment, KKCG's nominees would have prevailed.
Italy's Golden Power framework, expanded significantly since 2019 to cover sectors from 5G to defense, grants the government the authority to impose conditions, block transactions, or suspend voting rights in companies that handle strategic assets. Ferretti's small but symbolically important line of military-grade patrol craft appears to place the yacht builder squarely within that scope, according to KKCG's legal team.
What This Means for Investors and Shareholders
For anyone holding Ferretti shares—listed on the Hong Kong Stock Exchange—the uncertainty carries real financial risk. The company issued a terse statement confirming receipt of the lawsuit and insisting that "operations, client relationships, commercial initiatives, and strategic projects continue without interruption." Management pledged to "defend its rights with appropriate legal counsel" and stressed that "all corporate organs remain fully operational."
Yet the shadow of a court-ordered recount or board suspension hangs over every strategic decision. If judges find that undisclosed voting agreements existed among certain investors, Italian corporate law and Hong Kong listing rules could compel those parties to launch a full mandatory tender offer for all outstanding shares—an outcome that would fundamentally alter Ferretti's ownership structure and potentially cost Weichai or allied investors hundreds of millions of euros.
Furthermore, if Italy's Ministry of Enterprises intervenes under Golden Power and retroactively imposes conditions or fines, Ferretti itself could face penalties for non-compliance, adding a layer of regulatory risk on top of the shareholder dispute.
The Billionaire Behind the Challenge
Karel Komarek, born March 15, 1969, is the founder of KKCG and one of the Czech Republic's wealthiest citizens, with a net worth estimated at $9.4B as of March 2024. He built his fortune in the oil and gas sector during the 1990s post-Communist privatization wave and has since diversified into lotteries (via Allwyn, a pan-European operator), information technology (Aricoma), real estate, and biomedicine. A classical-music patron and co-founder of the Prague Dvořák International Music Festival, Komarek also competes in maxi-yacht regattas—making his stake in Ferretti both strategic and personal.
Komarek's KKCG Maritime entered Ferretti's shareholder roster several years ago and has repeatedly pressed for greater board representation and transparency. In recent months, KKCG even floated a partial tender offer to lift its stake close to 30%, which Weichai rebuffed. The May 14 vote was seen as a last stand: when Weichai's slate won, Piero Ferrari, the honorary president and son of Enzo Ferrari, resigned in protest over what he described as the Chinese shareholder's conduct.
Dual-Use Technology and National Security
Ferretti's entanglement with Golden Power stems from a relatively minor but strategically sensitive product line. While the company is globally known for luxury motor yachts under brands including Riva, Pershing, Itama, and Custom Line, it also operates a division that manufactures patrol boats for law enforcement and coast guard agencies. This dual-use capability—civilian yachts and security vessels—brings Ferretti within the ambit of Article 7 of Decree Law 21/2012, which covers assets critical to defense and public order.
KKCG argues that any change in control or significant influence over Ferretti by a non-EU entity triggers a mandatory notification to the Presidency of the Council of Ministers. Because Weichai never filed such a notification before acquiring its stake or exercising voting rights, KKCG maintains that those votes were legally invalid under Italian law.
The Italian government is now examining the claim. Officials from the Ministry of Enterprises and Made in Italy, the Ministry of Defense, and Consob (Italy's securities regulator) are reportedly coordinating a review. If they conclude that Weichai did indeed breach Golden Power obligations, the consequences could range from retroactive conditions on the shareholding to fines and formal voting suspension—precisely the outcome KKCG is seeking through the Bologna court.
Impact on Ferretti's Operations and Strategy
For the immediate future, Ferretti insists it is business as usual. The company's statement emphasized that management remains fully concentrated on executing its business plan, serving clients worldwide, and creating long-term value for all shareholders. Yet legal analysts note that prolonged governance battles typically slow decision-making, complicate supplier and customer relationships, and erode investor confidence.
Ferretti competes in a high-margin, capital-intensive sector where brand reputation and delivery timelines are paramount. Any perception of instability—whether from a board shakeup or regulatory intervention—could ripple through order books, particularly for custom superyachts with lead times exceeding 18 months and price tags north of €20M.
Moreover, if the court grants KKCG's request for an urgent suspension, the current board would effectively be frozen pending a full trial on the merits. That could take months, during which major capital expenditures, acquisitions, or restructuring plans might be deferred or blocked entirely.
What Comes Next
The Bologna court will first rule on KKCG's emergency motion for a provisional suspension. If granted, that would immediately halt the effectiveness of the May 14 resolutions pending a full hearing. In parallel, the Italian government's Golden Power review could produce findings that either bolster or undermine KKCG's legal theory.
Three scenarios loom:
Court suspends the board; new vote ordered. This would vindicate KKCG's strategy and likely shift control toward Komarek's nominees.
Government intervenes under Golden Power, retroactively suspending Weichai's votes. Similar outcome, but with added regulatory penalties for Ferretti and potential conditions on future Weichai participation.
Both challenges fail; current board stands. Weichai's control is cemented, but the dispute may continue through appeals or shareholder activism at future assemblies.
For residents and investors in Italy, the case is a stress test of how aggressively the Golden Power regime will be applied to manufacturing firms with even marginal defense ties—and a reminder that shareholder disputes in dual-use sectors can escalate into national security reviews with far-reaching consequences.
