在2022年去世前两年，将EssilorLuxottica打造成全球最大眼镜制造商的意大利亿万富翁莱昂纳多·德尔韦基奥，将企业控制权交给了他信任的亲信弗朗切斯科·米莱里。他留给继承人的是在一家控股公司Delfin中的平等股份，该公司持有EssilorLuxottica 32%的股权，以及在其他多家意大利公司的股份。
Two years before his death in 2022, Leonardo Del Vecchio, the Italian billionaire who built EssilorLuxottica into the world’s biggest eyewear-maker, handed control of the business to his trusted confidante, Francesco Milleri. To his heirs, Del Vecchio left equal stakes in a holding company, Delfin, which owns 32% of EssilorLuxottica, alongside stakes in various other Italian companies.
一度风平浪静。去年11月，拥有雷朋和Oliver Peoples等品牌的EssilorLuxottica市值达到1480亿欧元（约合1720亿美元），是米莱里接管时的近三倍。此后市值暴跌回810亿欧元，缘于一场治理危机，始作俑者是31岁的继承人莱昂纳多·马里亚·德尔韦基奥（图中人），他直到8月仍担任公司战略总监。投资者担心，这种内部失灵将与公司面临的技术变革期撞在一起。
For a time, there was harmony. At its peak in November last year the market value of EssilorLuxottica, which owns brands including Ray-Ban and Oliver Peoples, reached €148bn ($172bn), nearly triple what it is was worth when Mr Milleri took charge. Since then it has plunged back down to €81bn amid a governance crisis brought about by Leonardo Maria Del Vecchio (pictured), the 31-year-old heir who until August served as the company’s strategy chief. Investors fear that the dysfunction is set to coincide with a period of technological upheaval for the company.
过去一个月，危机公开化——有时以离奇方式。首先是一档播客节目，莱昂纳多·马里亚在节目中抱怨缺乏父爱，讲述自己与毒瘾的斗争，吹嘘性征服数（2000名女性，许多是唱恩里克·伊格莱西亚斯的《Hero》哄上床的）——并宣称他曾导师米莱里应因对EssilorLuxottica的管理而“感到不安”。随后在10月26日一场漫无边际的广播采访中，这位叛逆继承人声称，米莱里获任命为首席执行官只是作为看管人，职责是寻找继任者，而他未能做到。
Over the past month the crisis has spilled out into the open—in sometimes bizarre fashion. First came a podcast in which Leonardo Maria lamented a lack of love from his father, shared his struggles with drug abuse, boasted of his sexual exploits (2,000 women, many seduced by singing Enrique Iglesias’s “Hero”)—and declared that his former mentor Mr Milleri should be “nervous” about his handling of EssilorLuxottica. Then in a rambling radio interview on October 26th the wayward heir claimed that Mr Milleri had been appointed chief executive only as a caretaker with the job of finding a successor, which he had failed to do.
米莱里表示，他从莱昂纳多·玛丽亚还是婴儿时就认识他，并像对待儿子一样对待他，这使得他们的决裂更加痛苦。依视路陆逊梯卡的基础业务持续稳健表现。10月20日，该公司报告称其收入同比增长9%。知情人士称，这场纠纷源于莱昂纳多·玛丽亚因其计划失败而产生的怨恨，该计划旨在通过以100亿欧元收购其两个兄弟姐妹卢卡和保拉的股份，成为德尔芬的主要股东。
Mr Milleri says he has known Leonardo Maria since he was a baby and has treated him like a son, which makes their falling out all the more painful. EssilorLuxottica’s underlying business has continued to perform solidly. On October 20th the firm reported that its revenue was up by 9%, year on year. Insiders say that the feud instead stems from Leonardo Maria’s bitterness over the failure of his plan to become the leading shareholder in Delfin by acquiring the stakes of two of his siblings, Luca and Paola, for €10bn.
作为德尔芬董事会主席的米莱里支持该计划，但五位董事中的三位拒绝同意莱昂纳多·玛丽亚的贷款方施加的条件，包括保证分红以帮助支付利息。这位继承人指责米莱里未能说服董事会。
Mr Milleri, who chairs Delfin’s board, supported the plan, but three of the five directors refused to agree to the conditions imposed by Leonardo Maria’s lenders, including guaranteed dividends to help cover the interest bill. The heir blamed Mr Milleri for failing to win the board over.
莱昂纳多·玛丽亚希望改变德尔芬的意愿是可以理解的。“治理结构已然失灵，”都灵大学家族企业专家贝尔纳多·贝尔托尔迪指出。德尔芬的架构设定使得其八位平等股东——创始人的六个孩子、继子和遗孀——实际上对许多需要88%超级多数通过的决策拥有否决权。德尔韦基奥长者的初衷是通过共识的需要来维持家族团结。贝尔托尔迪先生认为，他在实践中创造的结构过于僵化。
Leonardo Maria’s desire for change at Delfin is understandable. “The governance is broken,” argues Bernardo Bertoldi, an expert on family businesses at Turin University. Delfin is set up such that each of its eight equal shareholders—the founder’s six children, his stepson and his widow—in effect has a veto over the many decisions that require an 88% supermajority. The elder Del Vecchio’s hope had been to keep his family united through the need for consensus. In practice, the structure he created is too rigid, argues Mr Bertoldi.
即便如此，对于依视路陆逊梯卡的投资者而言，这场闹剧令人担忧。米莱里的现任任期将于4月结束。德尔芬的机能障碍可能使其连任蒙上阴影（尽管该控股公司董事会已表达了支持）。“对治理的担忧已严重拖累股价，”伯恩斯坦券商的卢卡·索尔卡表示。
Even so, for EssilorLuxottica’s investors, the drama is worrying. Mr Milleri’s current term will end in April. The dysfunction at Delfin could put his reappointment in doubt (though the holding company’s board has expressed its support). “Concern about governance has weighed heavily on the stock,” says Luca Solca of Bernstein, a broker.
这种不确定性与人们对智能眼镜对依视路陆逊梯卡长期影响的日益担忧不期而遇。目前，这项技术正在为公司带来提振；与社交媒体巨头Meta合作开发雷朋智能眼镜取得了显著成功。但包括苹果和谷歌在内的其他硅谷巨头也在觊觎这一机遇。最终，他们的产品可能会蚕食依视路陆逊梯卡的传统眼镜业务，就像智能手表损害了腕表销量一样。
The uncertainty has coincided with growing nervousness about the long-term impact of smart glasses on EssilorLuxottica’s business. For now the technology is giving a boost to the company; a partnership with Meta, a social-media giant, to develop Ray-Ban smart glasses has been a notable success. But other Silicon Valley titans, including Apple and Google, also have their sights on the opportunity. Eventually their products could eat away at EssilorLuxottica’s traditional eyewear business, much as smart watches have hurt sales of timepieces.
米莱里表示，他有信心依视路陆逊梯卡将从这项技术中脱颖而出——他推测这项技术终有一天可能取代智能手机——并指出依视路陆逊梯卡拥有深受喜爱的品牌和全球零售网络。他只能希望德尔韦基奥的继承人不会阻碍他的愿景。■
Mr Milleri says he is confident that EssilorLuxottica will emerge a winner from the technology—which he reckons could one day replace the smartphone—pointing to EssilorLuxottica’s beloved brands and global retail network. He will have to hope the Del Vecchio heirs do not get in the way of his vision. ■