Giorgio Armani, who died last week at the age of 91, has instructed in his will that heirs gradually sell shares of his fashion company or seek a stock market listing.
Share Sale and IPO Option
The will requires Armani’s heirs to sell a 15% stake in the company within 18 months. A second sale of up to 54.9% is to follow within three to five years. As an alternative to this second sale, the company should be listed on a stock exchange, preferably in Milan or in another market of equal standing.
Ownership and Voting Rights
The will outlines a structure with six classes of shares carrying different voting rights. The Fondazione Giorgio Armani will hold 30% of the voting rights, while Armani’s life partner and long-time associate Pantaleo (Leo) Dell’Orco will hold 40%. Together they will control 70% of the voting rights.
The foundation will initially hold a direct 10% equity stake, while retaining 30% of voting rights and rights of first refusal on other shareholders’ stakes in case of death. Dell’Orco will receive the largest individual portion of capital and voting rights. Armani’s sister Rosanna, nieces Silvana and Roberta, and nephew Andrea Camerana will also receive shares, though Rosanna and Roberta will not hold voting rights.
The five-member board of the foundation will be chaired by Dell’Orco. Other members include Rothschild partner Irving Bellotti, nephew Andrea Camerana, and two external members.
Voting Power and Controls
After the initial 15% stake sale, the buyer will receive equivalent voting rights and the right to appoint a board member. Dell’Orco will maintain his 40% voting power, and the foundation will see its share reduced but retain veto rights over major decisions such as capital increases, mergers and acquisitions, and changes to company statutes.
Regardless of future sales or a listing, the foundation must always retain at least a 30.1% stake in the company.
Business Outlook
Armani, who co-founded the company in the 1970s with Sergio Galeotti, was the sole major shareholder until his death and maintained tight control over both creative and managerial decisions. The fashion group reported €2.3 billion ($2.7 billion) in 2024 revenue, though profitability has been pressured by a downturn in the luxury sector.
The will specifies that proceeds will be divided among Dell’Orco and family members according to their shareholdings, with the foundation’s 10% equally distributed among its five board members.
Upcoming Events
The Emporio Armani and Giorgio Armani fashion shows will proceed as scheduled later this month during Milan Fashion Week. The company is also planning to open a retrospective exhibition marking its 50th anniversary.