For Fedez It's definitely not a good time. After more and more rumors spread about an alleged divorce between him and his wife Chiara Ferragni, Now the Milanese singer also risks losing control of the famous podcast “Muschio Selvaggio”.. A ruling by the Milan court actually upheld the shareholder's precautionary appeal Luis Sal, which authorized the judicial seizure of 50 percent of the company that produces the podcast. Luis Sal, former co-host of “Muschio Selvado,” is the equal partner with whom Fedez had a heated argument less than a year ago that ended in official documents. “Tell your mother, tell your lawyer,” Luis told him in response to the singer’s legal threats. Advice that he followed all too literally. Judge Amina Simonetti's order is the consequence of an unusual clause in the company's articles of association: the so-called Russian roulette.
“It is a very useful legal tool for companies with equal shareholdings and serves to avoid stalemate situations or resolve disputes between the two shareholders,” he tells Il Foglio Luca Enriques, Professor of Corporate Law at the University of Oxford. “If you have a 50/50 partnership and there is a dispute, there are two ways to move forward,” continues Enriques, “either you dissolve the partnership or you find a way for one of the two partners to get the other's shares to buy.” If there is no provision, either party could buy the other party's shares. But it is easy that we cannot agree on the price, with the risk that negotiations will continue indefinitely.“In order to avoid such situations that are economically damaging for everyone, a solution mechanism like this is basically provided: “If Russian roulette is used, the problem is limited: it is enough for one of the two.” The parties to be activated set a price , in which he has no interest if it is too low, and offers the shareholder to buy the shares. At this point, the counterparty has only two options: sell its shares at that price or buy the counterparty's shares at the same price“, explains the professor.
Russian roulette will come into play in the Fedez-Luis affair at the end of 2023. Fedez activated the contract clause and offered an (as yet undisclosed) amount to purchase Luis' shares. The plan was to legally exclude him from directing the podcast, as the YouTuber had not been involved in the editorial decisions or management for several months. However, surprisingly, Luis refused to give up his half of ownership by changing the cards on the table and gaining the right to buy half from Fedez at the price offered by Fedez. The singer would therefore have refused to sell his shares and challenged the clause until the court ruled in favor of Luis today.
Following the news, Fedez published a series of Instagram stories that appear to deny the scenario related to the application of the Russian roulette clause. “The Milan court did not 'determine' that the shares belonging to me should be sold to Luis Sal. Also because the process that will decide the matter has not yet begun. Consequently, nothing has been withheld from me, it is true that the episodes will continue to be broadcast.” In the same vein, the press release from Doom, Fedez's company, run by the mother who controls the podcast, denies the contract game, that was created by this special instrument.
Russian Roulette is not part of the tradition of our system: “It was born in the United States, like many of the contractual innovations for this type of agreement,” Professor Enriques always says. This underlines that if the scenario described by Luis Sal's press office were actually confirmed, Fedez would be forced to sell its shares in the company: “The Court of Cassation commented positively on the legitimacy of the use of this clause.” A regulation that arises because “Ex ante is the best way to prevent both parts of a society from losing money and assets,” says the professor. “What is better? Take the risk of destroying all the value created over years of work by liquidating the company, or agree that even one of the two partners moves on?“. Although one of the two may not like the end result, it is the best mechanism to resolve the dispute, especially in a situation like that of Fedez and Luis, where “the value of the company depends only on the continuation of advertising and. “Dissemination of marketing contracts,” concludes Enriques.