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Mediobanca: The Bank That Built Modern Italy
Introduction: When History Devours Its Own
In September 2025, one of the most improbable transactions in European banking history reached its conclusion. Following the completion of the public acquisition and exchange offer launched by MPS for 100% of the Bank's shares, Mediobanca became part of the Banca Monte dei Paschi di Siena S.p.A. group. The irony was breathtaking: the world's oldest bank, tracing its history to a mount of piety founded in 1472—a 553-year-old institution that had required multiple state bailouts just years earlier—had swallowed the secretive merchant bank that shaped modern Italian capitalism for half a century.
Banca Monte dei Paschi di Siena SpA has secured a majority stake in Mediobanca SpA, cementing a once-unthinkable €16 billion takeover that's set to reshape Italian finance.
The story of Mediobanca is the story of Italy itself—post-war reconstruction, the economic miracle, the intricate web of family capitalism, privatization, and ultimately, the collision between old power structures and modern market forces. Mediobanca S.p.A. is an Italian investment bank founded in 1946 at the initiative of Raffaele Mattioli and Enrico Cuccia to facilitate the post-World War II reconstruction of Italian industry.
For five decades, Mediobanca occupied a unique position in global finance: neither a traditional commercial bank nor a pure investment bank, but rather an architect of corporate control. Its longtime leader, Enrico Cuccia, "was the principal dealmaker (and breaker) in the secretive world of large private Italian capitalism." What Cuccia wanted, as one industrialist famously noted, God wanted.
This is the story of how a bank conceived in the rubble of war became the puppet master of Italian industry—and what happens when that era ends.
I. Italy's Post-War Crisis and the Founding Vision (1936–1946)
The Regulatory Gap: Italy's Banking Act of 1936
To understand Mediobanca's founding, one must first understand the peculiar architecture of Italian banking in the 1930s. Mediobanca was set up to provide medium-term financing for manufacturers and establish a direct relationship between the banking sector and the investment needs of the reorganization of industry after the devastation caused by World War II. The Banking Act of 1936 established a clear separation between short term and medium-to-long term financing and the major banks had opted for specializing in short-term loans.
This regulatory structure created a gaping hole in the financial system. Italian industry needed capital for reconstruction, modernization, and expansion—but no institution existed to provide medium-term financing or help companies access public markets. The major commercial banks could offer only short-term credit, while Italy lacked anything resembling the merchant banking tradition that had flourished in London or the investment banking expertise of Wall Street.
Two Men From Different Worlds
Into this void stepped two remarkable figures: Raffaele Mattioli and Enrico Cuccia. Born in 1895 in the town of Vasto on Italy's Adriatic Coast, Mattioli completed an economics degree and service in the military before gaining top marks in the examination to join the civil service. Aged just 27, he was made general secretary of Milan's Chamber of Commerce. Three years later he joined COMIT, where he would spend the rest of his professional life.
Mattioli was more than a banker—he was a humanist who used his position to protect Jewish colleagues during the fascist era. Mattioli hated what he saw happening in his country, claiming that it was "like falling into an abyss". He vowed to stay on the side of justice, however, and to "keep working with eyes wide open and mind awake". He would become one of Italy's most influential cultural patrons, supporting institutions from the Accademia della Crusca to the preservation of Michelangelo's Pietà Rondanini.
Enrico Cuccia came from different cloth. Cuccia was born into a Sicilian family in Rome on 24 November 1907. He was of Arbereshe origin. His family was Catholic. His father was a senior civil servant at the finance ministry. In 1930, Enrico Cuccia received a law degree. Cuccia started his career as a journalist, but he left soon. He began to work at the Central Bank of Italy and served in Ethiopia. In 1934, he joined the state-run holding group, Istituto per la Ricostruzione Industriale (IRI). Then he began to serve as a manager at IRI's Banca Commerciale Italiana in 1938.
It was at IRI that the two men's paths converged. Cuccia's experience at the massive state holding company gave him an intimate understanding of Italian industry's capital needs. Mattioli recognized in the younger man an exceptional financial mind and, perhaps more importantly, an ability to navigate the treacherous waters of Italian politics while remaining independent of them.
Birth in the Rubble
On 10 April 1946, Raffaele Mattioli together with Enrico Cuccia established Mediobanca, in order to meet the medium-time requirements of the productive companies, thus establishing a direct link between the market of savings and the financial needs for the production recovery of the enterprises—which had undergone the ravaging of the war that had just ended.
The founding structure was carefully designed. Mediobanca was incorporated on 10 April 1946 by three major Italian banks—Banca Commerciale Italiana, Credito Italiano, and Banco di Roma—all subsidiaries of the state-controlled Istituto per la Ricostruzione Industriale (IRI).
This ownership structure would prove consequential. Though owned by state-controlled banks, Mediobanca was designed from birth to operate at arm's length from political interference. When Mediobanca was set up, the shareholders authorized Enrico Cuccia to operate using his own judgment and he kept the bank free from the political influences that gradually affected IRI, the public entity that controlled the three Italian banks of national interest that were Mediobanca's majority shareholders.
The new institution occupied a unique position: state-backed but privately minded, small but strategically positioned at the nexus of Italian industry and finance.
II. The Cuccia Era: Building the Italian Power Structure (1946–1988)
A Different Kind of Bank
From the beginning, Cuccia built Mediobanca differently. In addition to granting consolidated loans against certificates of deposit and savings books, Mediobanca developed its activity of placement of bonds and shares issued by Italian companies. The professionalism developed by the bank under the, some would say brilliant, guidance of Enrico Cuccia enabled it to quickly acquire a position of leadership in the field of investment banking in Italy.
But Mediobanca was never simply an intermediary. The bank's business model evolved to include taking strategic equity stakes in its clients—a practice that would make it central to Italy's corporate power structure. Since its origins, Mediobanca has operated in collateral areas to the credit market, such as trust management (1948 with Spafid), the promotion of international trade, consumer credit (in 1960 through the company Compass), auditing (1961 with Reconta, which was the first Italian audit firm), leasing operations (1970 with Selma). The placement of securities of Italian companies on the domestic market and abroad led to the acquisition of small holdings which have increased over time reinvesting part of the profits. They became the bank's main real investment for the protection of its equity. These packages favored the retention of major customers, the most important being Assicurazioni Generali, Montedison, SNIA Viscosa, Pirelli and Fiat.
The Economic Miracle and International Ambitions
The 1950s represented Italy's "miracolo economico"—a period of extraordinary growth that transformed a war-ravaged agricultural economy into an industrial powerhouse. Mediobanca positioned itself at the heart of this transformation. In the mid-1950s, Mediobanca entered into agreements with important foreign partners (Lazard Group, Berliner Handels-Gesellschaft, Lehman Brothers, Sofina) that enabled the bank to play a role on the international market and obtained a Stock Exchange listing in 1956.
These partnerships were strategic masterstrokes. By aligning with Lazard—then led by the legendary André Meyer in New York and the equally formidable Michel David-Weill in Paris—Cuccia gained access to international capital and deal flow while learning sophisticated financial techniques that were unknown in Italy.
The "Salotto Buono"
The defining feature of the Cuccia era was the construction of the "salotto buono"—literally "the good drawing room"—a network of cross-shareholdings and interlocking boards that gave Mediobanca outsized influence over Italian capitalism. Historically, Mediobanca's ownership reflected Italy's pyramidal corporate groups and cross-shareholdings, evolving from concentrated control in the post-World War II era under Enrico Cuccia, where major banks and industrial families indirectly influenced governance through the "salotto buono"—an informal network of stakeholders including Fiat, Pirelli, and Generali holding collective stakes around 25% via pacts. This structure persisted into the 1980s-1990s, stabilized by consultation agreements locking equal shares among private investors like Generali, Fiat, and Olivetti to prevent hostile takeovers.
The Olivetti intervention of 1963 marked a pivotal moment. In 1963, together with other banks and financial institutions, Mediobanca led the formation of the first shareholder syndicate to intervene in the capital of a company, Olivetti. This syndicate model—bringing together banks and industrial partners to provide stability and strategic direction—would become Mediobanca's signature approach.
The Montedison merger of 1966 demonstrated Cuccia's ability to reshape entire industries. He was the major contributor to the merge of Montecatini and Edison into Montedison, which occurred in 1966. The merger was the first reorganisation of the chemical industry.
The Philosophy of Opacity
Cuccia's management style was distinctive to the point of eccentricity. Cuccia never gave interviews and was not commonly seen in public despite his huge influence on the country's finance system. He was interested in philosophy, mysticism and the work of James Joyce.
This secretiveness was not mere personal preference—it was central to Mediobanca's competitive advantage. In a world of formal shareholder pacts and informal relationships, discretion was paramount. Cuccia's willingness to work behind the scenes, to broker deals without seeking credit, made him indispensable to Italy's industrial families.
Mediobanca uses these stakes to place friends on the boards of nearly every large corporation and protect them from hostile takeovers. The whole system is summarized in one comment by Leopoldo Pirelli, another denizen of the salotto buono, "What Cuccia wants, God wants."
Consumer Credit: The Hidden Innovation
While Mediobanca's investment banking activities attracted attention, a quieter innovation was underway in consumer credit. Founded in 1946 to support the Italian post-WWII reconstruction efforts, Mediobanca has always understood the needs of the country, launching the first Italian consumer credit company, the first multichannel digital bank, and now, the first synergies between corporate banking and private banking.
Incorporation of Compass with an initial capital of 100 million Lire, held in equal amounts by Mediobanca, Montecatini, Fiat and SniaViscosa. Beginning of consumer credit activity, with the introduction in Italy of the personal loan, offering families the funds to purchase durable and semi-durable goods, mainly electrical appliances for the home.
This seemingly modest venture would prove prescient. As Italy's middle class expanded during the economic miracle, Compass grew to become a major profit center—and would later provide crucial diversification when investment banking revenues fluctuated.
III. The Friction with IRI and Privatization (1982–2000)
A Power Struggle
By the 1980s, Mediobanca's independence had become a source of friction with its state-controlled parent banks. 1982 saw the beginning of a period of intense friction with IRI under the presidency of Romano Prodi, when the three banks were instructed to discontinue Mr. Cuccia's mandate.
The conflict revealed the fundamental tension in Mediobanca's structure: owned by state banks but operated as an independent fiefdom. Cuccia resigned as general manager but was elected to the Board by the shareholder Lazard while Mediobanca continued to be managed by two of his trusted aides, Silvio Salteri as CEO and Vincenzo Maranghi, his generally accepted "heir". In 1988, when Antonio Maccanico took over the presidency, the conflict was settled and the bank was privatized by the setting up of a shareholders' syndicate with equal representation of banking groups (initially the three founding banks) and private groups. On that occasion the position of CEO went to Vincenzo Maranghi and Cuccia accepted his appointment as Honorary President maintaining a symbolic presence in the bank and performing strategic consultancy.
The 1988 Privatization
The privatization was carefully structured to preserve Mediobanca's independence while reducing state influence. Mediobanca was privatised and the three founding banks (Banca Commerciale Italiana, Credito Italiano and Banco di Roma) reduced their collective stake to 25% and a further 25% was reserved to private investors. The banks and companies signed a block shareholders' agreement to ensure stability and a clear strategic direction.
This structure—a balanced coalition of banks and industrial groups—would define Mediobanca's governance for the next three decades. The shareholders' agreement ensured that no single party could dominate, while providing stability that protected management from hostile interference.
The Ferruzzi Rescue
The 1993 Ferruzzi crisis demonstrated both Mediobanca's power and the moral complexities of its position. Mediobanca leads the rescue of Ferruzzi Group (second Italian private industrial group at the time) burdened by financial debts for more than 30.000 billion lire (around €15 billion).
The Ferruzzi Group, founded by the legendary commodities trader Serafino Ferruzzi, had expanded aggressively under his son-in-law Raul Gardini into chemicals through the acquisition of Montedison. But debt and the Enimont scandal—involving massive political bribes—brought the empire to its knees.
The family Ferruzzi gave to a committee of creditor banks (coordinated by Mediobanca) an "exclusive and irrevocable mandate" for the preparation of a restructuring plan, giving up at the same time all corporate positions, any strategic decisions regarding the group and finally their own shares, given in pledge to creditors. On 30 June the banks expropriated the Ferruzzis, Carlo Sama and other administrators forcing them to resign.
The Ferruzzi intervention was controversial. Some observers saw "with their own eyes the arrogance with which Mediobanca destroyed the Ferruzzi empire, shaping the industrial landscape of the time to his convenience." But the alternative—a disorderly collapse of Italy's second-largest private industrial group—would have been devastating.
Italy's Privatization Wave
The 1990s brought a transformation that would define Italian capitalism for a generation. In the early 1990s, Italy initiated a comprehensive privatization program to curb public debt, boost stock market capitalization, and align with European Monetary Union criteria, raising approximately €130 billion through sales of state assets between 1993 and 2002. Mediobanca positioned itself as a key advisor and arranger in this process, leveraging its longstanding relationships with industrial groups and public entities to structure deals and syndicates. The bank's involvement extended to major transactions, including the 1997 initial public offering of Telecom Italia, which raised €11.4 billion in its first tranche and marked one of Europe's largest privatizations at the time, as well as the 1999 listing of Enel, which generated €15.1 billion.
Mediobanca became one of the key players in the privatisation of Italy's public companies, including Telecom Italia, Enel, Banca di Roma, and Banca Nazionale del Lavoro (BNL).
The Telecom Italia Coup: Cuccia's Final Masterstroke
The crowning achievement of Cuccia's career came in 1999, when he orchestrated what remains the largest hostile takeover in European history. Its final and perhaps greatest coup was its decisive role in the 1999 takeover of Telecom Italia by Olivetti.
In February 1999, Olivetti made an unprecedented €53 billion ($58 billion) hostile takeover bid for Telecom Italia. In May, Olivetti's chief executive, Roberto Colaninno, sent a champagne cork flying out of a window at Mediobanca, the Milan investment bank.
The deal was audacious beyond measure. Only eighteen months earlier, Olivetti had been on the brink of collapse and required government funding to survive. Yet in February 1999 Olivetti launched a hostile take-over bid, the biggest in European corporate history.
Champagne flowed Friday night at Mediobanca, the merchant bank that backs Olivetti, Italian news reports said. Applause could be heard coming from inside the usually staid bank.
For Cuccia, who had spent decades protecting Italian companies from hostile takeovers, to engineer one himself was remarkable. But the deal served his purposes: it created an Italian champion in telecommunications while rewarding Mediobanca's allies.
IV. The End of an Era: Transition and Transformation (2000–2008)
The Death of the Founder
The death of Enrico Cuccia in June 2000 exacerbated tensions with the banking shareholders.
Cuccia's death at age 92 was followed by a macabre postscript. However, Cuccia's corpse was stolen on 18 March 2001. The thieves sent a letter, demanding a ransom of $3.5 million to be paid to a foreign bank account. The corpse was found on a mountainside near Turin, and two men arrested in relation to the incident at the end of March. They were convicted and given a suspended sentence in December 2001.
The bizarre episode seemed to symbolize the unsettled nature of his legacy. The square where the head offices of Mediobanca are located in Milan was named after Enrico Cuccia in September 2000.
Leadership Transition
With Cuccia gone, tensions over Mediobanca's direction intensified. In April 2003, Vincenzo Maranghi agreed to resign as long as the bank's independence was preserved. This was achieved by promoting two of his aides to top management positions, Alberto Nagel and Renato Pagliaro.
Following Cuccia's death in 2000 and regulatory liberalization, ownership began dispersing, with the 2003 shift from a holding model to focused investment banking correlating with reduced core concentrations and higher free float.
The new leadership immediately began reshaping the bank. They developed market operations more intensely (IPOs, M&A, trading of financial instruments), reducing the weight of historical shareholdings (some of which, like Fiat, were sold). They also achieved penetration of the main foreign markets, where the bank's presence was established through local professional teams.
Alberto Nagel: The Insider Who Became CEO
Alberto Nagel began his career in 1991, joining Mediobanca, where he has taken on increasing responsibilities in the Investment Banking area, taking part in some of the largest M&A deals in Italy. He became General Manager in April 2003, and Managing Director in July 2007. He has been Chief Executive Officer since October 2008.
Alberto Nagel (Milan, 7 June 1965) is an Italian banker and business executive who is CEO of Mediobanca. Alberto Nagel has spent his whole working life at Mediobanca.
Nagel represented continuity and change in equal measure. Trained under Cuccia's successors, he understood Mediobanca's culture. But he also recognized that the old model—holding company as puppet master—was obsolete.
V. The Nagel Transformation: Three Lives of Mediobanca (2008–2023)
Phase 1: CheBanca! and Surviving the Crisis (2008–2013)
Nagel became CEO in October 2008—the month after Lehman Brothers collapsed. The timing would have daunted most executives, but Nagel had already prepared his first major innovation.
In May 2008 Alberto Nagel designed the setting up of CheBanca!, a retail which initially operated exclusively through digital channels, with the aim of diversifying the group's sources of funding by bringing in €13bn in deposits in the first three years of its activity.
CheBanca! represented a radical departure for Mediobanca—from serving Italy's wealthiest families to attracting retail deposits through digital channels. It was, in essence, a bet on the future of banking distribution.
With the launch of Che Banca! in 2008, operations in the retail banking segment expanded creating a model of multi-channel distribution (Internet, call centers, branches) capable of providing substantial deposit flows.
The timing proved fortuitous. As wholesale funding markets froze during the financial crisis, Mediobanca's access to retail deposits provided stability that many competitors lacked. In line with Mediobanca's culture and tradition, Nagel was a powerful but reserved leader. He led the bank through the 2008-09 global financial crisis, avoiding the public eye and rarely granting interviews.
Phase 2: The Great Divestment (2013–2016)
By 2013, Nagel was ready for the most dramatic break with Mediobanca's past: selling its strategic shareholdings. On 21 June 2013 he unveiled the bank's 2014-16 strategic plan, with which Mediobanca accelerated and completed the disposal process of its long-standing equity investments, thus freeing up capital.
The stakes sold were worth around €3 billion—representing decades of accumulated positions in companies like Fiat. For an institution that had defined itself through these holdings, the decision was revolutionary.
"When Alberto Nagel closed the curtain on the shareholder pact era, a new era began. Mediobanca definitively abandoned its role as a shareholder in national champions of finance and industry," observers noted.
The rationale was straightforward: the old model tied up capital in low-return positions that offered influence but limited profitability. In the new regulatory environment, with Basel III demanding more capital for equity holdings, the stakes had become a burden rather than an asset.
Phase 3: The Wealth Management Pivot (2016–2023)
The proceeds from divestments funded Mediobanca's transformation into a wealth manager. The Wealth Management area, whose launch in 2016 reshaped the group's strategy, recorded the highest growth rates in the second half of 2023 and is expected to become by 2026 the first business in terms of fee income and the second in terms of revenues.
It was a suggestion made by Alberto Nagel to his predecessor Vincenzo Maranghi, which he also discussed with the founder of Mediobanca, Enrico Cuccia, that led to the establishment of Banca Esperia from a joint venture with Banca Mediolanum in 2001. The project would prove to be crucial for the transformation of the bank's business model, a process which Nagel, as CEO, would himself drive forward for a period of more than fifteen years.
The strategy was elegantly synergistic: Mediobanca's investment banking relationships with Italy's leading entrepreneurs provided natural referrals for wealth management services. The entrepreneurs who sold companies with Mediobanca's help needed someone to manage the proceeds.
International Expansion
Alberto Nagel led the expansion of Mediobanca's Corporate & Investment Banking activities in international markets (non-domestic revenues accounted for 40% of the Group's top line in 2023 and are expected to reach 55% by 2026), which included opening branch offices in Paris (2004), Luxembourg (2005), Frankfurt, Madrid and New York (2007), London (2008), and Istanbul (2013). The CEO has also completed two international acquisitions relating to its investment banking activities, namely French investment boutique Messier Maris & Associés (2019), and UK-based Arma Partners, an international leader in M&A advisory services in the digital economy segment.
The Arma Partners acquisition was particularly significant—it gave Mediobanca expertise in the technology sector that was reshaping deal flow globally.
Results of the Transformation
The transformation of Mediobanca has emerged most clearly during the most recent decade of Alberto Nagel's leadership (2013-23), during which the bank has delivered a total shareholder return of 270%, as a combined result of both an approx. 160% increase in stock market price and €4bn in dividends returned to shareholders, without having to implement rights issues or capital increases unlike many other Italian banks.
As Nagel summarized: "We are the only story of growth, not restructuring."
VI. The Generali Connection: Crown Jewel or Fatal Attraction?
The Strategic Asset
Throughout all of Mediobanca's transformations, one holding remained sacrosanct: its stake in Assicurazioni Generali, Italy's largest insurer. The Insurance division, which mainly consists of our 13% interest in Assicurazioni Generali, is a highly profitable source of visible and decorrelated earnings and a source of capital to fund potential M&A.
Mediobanca holds a 13% stake in Generali, valued at approximately €6.5bn, making it the largest investor in the company, which contributes over a third of Mediobanca's income.
The Generali stake dated back to Cuccia's era and represented exactly the kind of strategic shareholding the bank had otherwise abandoned. But Generali was different—it provided stable, predictable earnings that offset the volatility of investment banking.
The investment's rationale lies in its excellent and increasing profitability, which will be further strengthened with the permanent application of the Danish Compromise, its strong decorrelation from macro trends, high cashflow generation, and the value option which it represents for the Mediobanca Group in terms of offering available resources that can be used in acquisitions to grow the company. The investment in Assicurazioni Generali is an integrated, consistent part of our business model because it guarantees substantial revenue from the insurance business (another important diversification factor) today and could be a future source of capital for the banking business tomorrow.
The Tension Over Control
As Mediobanca's largest shareholder, the bank wielded significant influence over Generali's governance. Eyewear billionaire Leonardo Del Vecchio has stepped up pressure on Mediobanca's top managers by proposing governance changes at the Italian merchant bank. The move comes as Del Vecchio, 86, is engaged in a boardroom spat with Mediobanca over Generali, Italy's top insurer in which Mediobanca is the biggest shareholder.
The Generali CEO, Philippe Donnet, "has always been backed by top shareholder Mediobanca." This support became a flashpoint for critics who argued that Mediobanca exercised excessive influence over the insurer while contributing little beyond its shareholding.
In spring 2022, Delfin (Leonardo Del Vecchio's holding company), Francesco Gaetano Caltagirone, and Fondazione CRT attempted to replace Generali CEO Philippe Donnet, presenting an alternative slate to that supported by Mediobanca. The challenge failed, but it revealed deep divisions among Generali's shareholders.
Some observers explained "Delfin and Caltagirone's entire interest in Mediobanca as precisely a desire to tighten their grip on Generali."
VII. The Del Vecchio/Caltagirone Insurgency (2019–2024)
Leonardo Del Vecchio: The Rags-to-Riches Billionaire
Leonardo Del Vecchio's story was the stuff of Italian legend. In addition to building up a stake that makes him the top shareholder at investment bank Mediobanca SpA, Del Vecchio was part of the investor group that challenged management at the country's biggest insurer, Assicurazioni Generali SpA. The group came up short in its attempt to win control over the insurer, but for Del Vecchio the endgame could be about more than a mere management shakeup.
Del Vecchio's entry into Mediobanca's shareholder register in 2019 was sudden and unexpected. In September, he surprisingly invested €580m in the bank, acquiring 6.94% of its capital. Sources told Reuters that the CEO of the bank, Alberto Nagel, was informed of this move just a few hours before the release of the statement announcing the transaction.
Italian eyewear billionaire Leonardo Del Vecchio stepped up his efforts to become a bigger player in Italy's finance industry, asking for approval to raise his stake in Mediobanca SpA to as much as 20%.
The Criticism of Nagel
Del Vecchio and his investment vehicle, Delfin, became vocal critics of what they saw as an overly conservative strategy under Chief Executive Officer Alberto Nagel after buying their initial stake. The billionaire intends to support the CEO as long as he delivers the expected returns, people familiar with the matter have said.
He has stoked uncertainty over the fate of both Generali and Mediobanca by building his 18.9% stake in the Milanese bank that used to pull the strings of Italy Inc—a holding currently worth 1.7 billion euros ($2 billion). After initially criticising the strategy of boss Alberto Nagel, focusing in particular on Mediobanca's reliance on profits derived from the Generali stake, Del Vecchio has praised Nagel's latest business plan presented in November 2019.
The relationship between Del Vecchio and Nagel was complex—sometimes hostile, sometimes cordial. Del Vecchio and Nagel have locked horns over a project for a Milanese hospital in the past and they are now battling over who should lead Generali.
The Caltagirone Alliance
Del Vecchio earlier this month struck a pact with fellow businessman Francesco Gaetano Caltagirone, another leading investor in Generali, to push for a change of CEO and strategy.
Construction magnate Francesco Gaetano Caltagirone and Leonardo Del Vecchio, the founder of eyewear giant Luxottica, have long complained about both the investment bank's influence over Generali and its management.
Together, Delfin and Caltagirone represented a formidable bloc. The Del Vecchio family holds a 9.9% stake in Generali through its holding company Delfin, while Caltagirone owns 6.9%. Both are also significant shareholders in Mediobanca, with stakes of 19.8% and 7.7%, respectively.
Del Vecchio's Death and the Inheritance
Leonardo Del Vecchio died in June 2022, leaving behind an empire and a complex family situation. His holding company, Delfin, continued to pursue his strategy under the leadership of Francesco Milleri, the CEO of EssilorLuxottica and Del Vecchio's closest business ally.
VIII. The MPS Takeover: The World Turned Upside Down (2025)
The Surprise Bid
Italy's bailed-out Monte dei Paschi di Siena on Friday launched a 13.3 billion euro ($13.95 billion) all-share takeover offer for larger domestic peer Mediobanca.
The announcement in January 2025 shocked Italian finance. Early this year, MPS, the world's oldest lender, shocked markets by launching a €16 billion hostile bid for Mediobanca, in cash and stock. The deal was completed last month with 86% of shares committed—an extraordinary outcome for an acquisition proposal that had initially left many in disbelief. Founded in 1946 by the "grand strategist of Italian capitalism," Enrico Cuccia, Mediobanca has been for decades "the powerhouse of Italian finance," constantly exerting influence on the country's business landscape. Conversely, until recently, MPS was known for its financial instability, which led to multiple state bailouts.
MPS: From Basket Case to Buyer
The transformation of Monte dei Paschi was itself remarkable. Bailing out Monte dei Paschi is a repeat occurrence for Italy. In Jan. 2013, about €4 billion in emergency loans was given to the bank after it emerged it was covering up hundreds of millions of euros in losses. It also received €2 billion of state aid in 2009.
Monte dei Paschi, the world's oldest bank, required a state rescue in 2017 after years of crippling losses, but has turned the tides of its fortunes under the leadership of UniCredit veteran Lovaglio.
Under Luigi Lovaglio, brought in from UniCredit in 2022, MPS had staged an extraordinary turnaround. Amid a helpful high-interest environment, Monte dei Paschi was last year able to offer its first dividend in 13 years, posting a CET1 ratio—a measure of a bank's strength and resilience—of 18.3% in the third quarter.
The Cross-Shareholding Puzzle
The deal's dynamics were extraordinarily complex. Mediobanca's two largest shareholders, Delfin and Caltagirone, with a combined 30% stake, simultaneously hold nearly 20% of MPS. The two shareholders were decisive in the rejection of the acquisition of Banca Generali and were in favour of the takeover of the bank founded by Enrico Cuccia.
Delfin and Caltagirone own 17% of Generali, and around 27% of Mediobanca. In the latest twist of the years-long feud, Caltagirone and Delfin have acquired almost 20% of state-backed Monte dei Paschi and are supporting its hostile bid for Mediobanca.
Mediobanca's Defense
Shareholders of Italian lender Mediobanca on Tuesday rejected a 13-billion-euro takeover offer from smaller domestic peer Monte dei Paschi, amid a ramp-up in consolidation bids in the Italian banking sector.
The Board of Directors of Mediobanca rejects MPS's takeover bid not agreed and strongly destructive of value.
Nagel launched a counter-offensive: Italy's Mediobanca struck back today in its fight for independence by announcing a €6.3 billion offer for private bank Banca Generali to be financed by using its stake in insurer Generali. Mediobanca is trying to thwart a takeover attempt by state-backed Monte dei Paschi di Siena.
Nagel described Banca Generali as the "best M&A opportunity" for Mediobanca, saying it would accelerate the group's transition towards a greater focus on wealth management services.
But the Banca Generali bid faced opposition from the very shareholders who were backing MPS. The two Mediobanca directors appointed by Delfin failed to back the Banca Generali bid, Mediobanca said.
At the end of August, Mediobanca shareholders rejected the proposal put forward by the bank's management to acquire Banca Generali, while MPS improved its offer on Mediobanca by adding €750 million-euro.
The Final Act
Banca Monte dei Paschi di Siena SpA added as much as €750 million ($877 million) in cash to its bid for Mediobanca SpA and lowered the acceptance threshold, closing in on a plan to create Italy's third-largest bank.
Banca Monte dei Paschi di Siena SpA has won over more than half of Mediobanca SpA's voting rights, effectively giving it control over the Italian investment bank.
On September 8, Monte dei Paschi di Siena secured 62% of Mediobanca's shares, thus gaining control of the Milanese lender. On October 7, 2025, it was announced that MPS completed the acquisition of an 86.3% stake in Mediobanca, in a deal valued at €16.5 billion.
Nagel's Exit
Mediobanca Spa Chief Executive Officer Alberto Nagel is resigning along with some other members of the lender's board, paving the way for a change in leadership after Banca Monte dei Paschi di Siena SpA effectively won control over the rival.
Following the surprising success of Monte dei Paschi di Siena's (MPS') takeover of Mediobanca, Italy's leading investment bank, Mediobanca CEO Alberto Nagel announced his resignation last month after 17 years at the helm, ending one of the longest runs for a European banking chief.
In his farewell letter to employees, Nagel used a Latin quotation to suggest that Mediobanca, even as prey, could end up having the upper hand over its predator, MPS, in terms of cultural influence, just as ancient Greece had over ancient Rome. "Remember what (the ancient Roman poet) Horace wrote: Graecia capta ferum victorem cepit (Captive Greece conquered her savage victor)", the outgoing CEO said.
Nagel recalls how Mediobanca has "always invested in human talent, tripling the staff until reaching the current 6,200 colleagues, unlike many intermediaries who have had to carry out strong renovations", and has "distributed about 8.5 billions, without ever making capital increases" with a total shareholder return of +500%.
The Investigation
The deal's aftermath brought additional drama. Francesco Gaetano Caltagirone, Francesco Milleri, the chairman of Delfin, the holding company of the late billionaire Leonardo del Vecchio, and the CEO of Banca Monte dei Paschi, Luigi Lovaglio, are under investigation for alleged market manipulation and obstruction of market supervision. The investigation, conducted by the Milan Public Prosecutor's Office, concerns Monte Paschi's bid to acquire Mediobanca.
IX. What Mediobanca Became: The Business Model
Four Pillars
Before its acquisition, Mediobanca had evolved into a diversified banking group. As of today, Mediobanca Group is a diversified banking group consisting of four business divisions: Wealth Management, Corporate & Investment Banking, Consumer Finance and Insurance.
Consumer Finance remained the largest division. The Consumer Finance division (34% of revenues) consists mainly of the subsidiary company Compass Banca S.p.A.
We have been operative in consumer credit since 1960 through Compass Banca, which, with a market share of 14% (excluding credit cards), has been one of the sector's leading operators for over a decade. With its indepth understanding of the sector, acquired over its many years in business, including through data collection and analysis, Compass Banca is able to identify, assess and serve customers effectively.
Corporate & Investment Banking continued to serve Italy's leading corporations. Mediobanca is active in Corporate & Investment Banking (22% of revenues), directly and through subsidiaries (in particular Messier & Associès, based in Paris and Arma Partners, based in London), covering the following areas: financial services for companies and in particular in M&A, Capital Market, Corporate Lending and Trading services.
Wealth Management represented the strategic growth engine. The division served high-net-worth individuals with sophisticated products integrating investment banking capabilities.
Insurance (the Generali stake) provided stable, decorrelated earnings.
Record Results
The bank's final years as an independent entity produced exceptional results. The Mediobanca Group closed the 2024/25 financial year with its best-ever results, consolidating the growth of all banking divisions and fully achieving the annual targets of the "One Brand One Culture" Plan to 2028. Group revenues reached a new peak of €3.7 billion (+3% y/y), with resilient net interest income and an impressive growth in fees (+14.2% y/y). Net profit rose to €1.3 billion (+4%), confirming high levels of profitability (ROTE at 14 %). Capital solidity is also confirmed (CET1 at 15.1%) along with significant growth in per-share values (12-month EPS at €1.64, +7%) and a dividend payout to shareholders among the best in the sector (100% payout and 9% yield).
X. Analysis: Competitive Position and Strategic Implications
The Uniqueness of Mediobanca's Model
Mediobanca occupied a distinctive position in European banking. Unlike universal banks like Intesa Sanpaolo or UniCredit, it avoided mass retail banking. Unlike pure investment banks, it maintained substantial consumer lending operations. Unlike wealth managers, it retained significant investment banking capabilities.
This hybrid model offered genuine advantages:
- Client Synergies: Entrepreneurs who completed M&A transactions with Mediobanca's advisory became natural wealth management clients
- Stable Earnings: Consumer finance and the Generali stake offset investment banking volatility
- Capital Efficiency: The focus on fee-generating businesses improved returns on capital
Porter's Five Forces Analysis
Competitive Rivalry: Moderate. Italy's investment banking market was consolidated, with Mediobanca facing competition primarily from international players (Goldman Sachs, JPMorgan) on large deals and from domestic banks (Intesa, UniCredit) on mid-market transactions. The bank's long-standing relationships and cultural understanding provided meaningful differentiation.
Threat of New Entrants: Low. The combination of regulatory capital requirements, relationship-based business model, and decades of accumulated expertise created substantial barriers to entry.
Buyer Power: Moderate to High. Large corporate clients could access alternative advisors, but Mediobanca's unique position as both investment bank and long-term shareholder created switching costs for many relationships.
Supplier Power: Low. The bank's primary "suppliers" were employees (who could be retained through competitive compensation) and capital markets (accessible to well-rated institutions).
Threat of Substitutes: Moderate. Private equity firms increasingly competed for corporate control transactions, while fintech challenged consumer lending margins.
Hamilton Helmer's Seven Powers Framework
Network Effects: Limited direct network effects, but the "salotto buono" legacy created a form of institutional network where relationships reinforced each other.
Scale Economies: Present in consumer finance (Compass), where operational scale improved unit economics. Less significant in investment banking, where each deal was bespoke.
Counter-Positioning: The Private & Investment Bank model represented genuine counter-positioning versus traditional wealth managers (lacking corporate access) and universal banks (lacking specialized expertise).
Switching Costs: High in wealth management, where client relationships developed over decades. Moderate in consumer finance. Low in investment banking for any single transaction.
Branding: Strong institutional brand ("Piazzetta Cuccia" remained synonymous with Italian finance), though consumer brand required ongoing investment.
Cornered Resource: Relationships with Italy's industrial families, developed over 75 years, represented a cornered resource that competitors could not easily replicate.
Process Power: The integration of wealth management and investment banking created process advantages that pure-play competitors lacked.
XI. The View Forward: MPS-Mediobanca and Italian Banking
What the Combination Means
Banca Monte dei Paschi di Siena SpA's purchase of rival Mediobanca SpA could mark the start of a new wave of consolidation for Italy's banking sector, according to the executive who pulled off the deal.
The MPS takeover of its larger rival, launched in January and worth more than €16 billion, brings together the commercial banking operations of the Tuscan lender with the investment banking and wealth management businesses of Milan-based Mediobanca.
MPS has said it would preserve the Mediobanca brand and run its operations separately by appointing a successor to Nagel whom it is currently in the process of selecting.
Strategic Rationale and Risks
The combination creates Italy's third-largest bank by the acquisition of Mediobanca. The strategic logic includes:
- Access to Mediobanca's wealth management and investment banking expertise
- Diversification of MPS's revenue streams beyond traditional commercial banking
- Potential synergies in back-office operations and funding
- The prized Generali stake, which anchors the insurance contribution
Execution risks remain substantial: - Cultural integration between a Tuscan commercial bank and a Milanese merchant bank - Retention of Mediobanca's key personnel, particularly in relationship-driven businesses - Management of the Generali relationship under new ownership - Regulatory scrutiny of the combined entity
Key Metrics to Watch
For investors following the combined entity, three KPIs merit particular attention:
-
Wealth Management Net New Money (NNM): This measures the organic growth of the high-margin wealth business and indicates whether the departure of Nagel and the change in ownership damages client relationships.
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Consumer Finance Cost of Risk: Compass Banca's profitability depends on maintaining credit quality while growing. The cost of risk (loan loss provisions as a percentage of average loans) reveals whether underwriting discipline is maintained.
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CIB Fee Income as % of Revenue: The fee-to-asset-based revenue mix indicates whether the capital-light transformation continues or reverts to balance-sheet-intensive lending.
XII. Conclusion: Graecia Capta Ferum Victorem Cepit
Alberto Nagel's valedictory quotation from Horace was characteristically erudite—and perhaps prophetic. "Captive Greece conquered her savage victor." The Romans conquered Greece militarily, but Greek culture conquered Rome.
Mediobanca's 79-year journey mirrors Italy's own arc: from post-war reconstruction to the economic miracle, from the cozy arrangements of family capitalism to the turbulent waters of hostile takeovers, from the era of Cuccia's mystique to the age of transparency and activist shareholders.
The bank that Mattioli and Cuccia created in 1946 to serve Italian industry became, for five decades, the central node in Italy's corporate power structure. Under Nagel, it evolved into a modern financial services group—still distinctively Italian, but increasingly global and market-oriented.
That the world's oldest bank, rescued repeatedly by Italian taxpayers, should acquire the institution that once lorded over Italian capitalism represents a profound irony. Whether MPS can preserve what made Mediobanca valuable—its culture, its relationships, its expertise—remains to be seen.
What is certain is that an era has ended. The "salotto buono" is no more. The days when Piazzetta Cuccia could orchestrate the destiny of Italian industry have passed. In their place: a consolidated banking sector, subject to ECB supervision, facing the same pressures as financial institutions everywhere.
Yet Mediobanca's legacy endures in the companies it helped build, the transactions it structured, and the model it pioneered. Even as prey, perhaps Nagel was right: Mediobanca's DNA may yet conquer its conqueror.
Material Legal/Regulatory Considerations:
Francesco Gaetano Caltagirone, Francesco Milleri (Delfin chairman), and MPS CEO Luigi Lovaglio are under investigation for alleged market manipulation and obstruction of market supervision related to the Mediobanca takeover. The outcome of this investigation could affect governance and potentially the transaction itself.
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