By Ayo Yusuf
The protracted battle between Italian-Nigerian billionaire, Gabriele Volpi, and his son, Matteo over ownership of the colossal family business empire has torn the previously close-knit family apart.
The multi jurisdictional war, as intricate as any in recent history, which pitted father and son in a bitter, no-holds-barred legal combat has shocked judges across courts and arbitration rooms in Nigeria, Bahamas, United Kingdom and Malta.
There seems no end in sight as the combatants fight a war of attrition whose seeds were sown in 2016 when Mr Volpi’s relationship with his wife, Rosaria Volpi (nee Rota), disintegrated, plunging the family into chaos.
Mr Volpi, 80, moved from Italy to Nigeria in 1976. By 1978, his Noli International Shipping Services Limited own 50 medium and long-term charter boats and 11 ships of a combined 6,000 containers capacity. In 1982, he founded Nigeria Container and Oil Terminal (NICOTES) with Italian oil firm AGIP, which was developing its first offshore facility at the time, being its first client. In 1995, the businessman founded Integrated Logistics Services Limited (INTELS), which he once co-owned with former Nigerian Vice President Atiku Abubakar, establishing him as the number one oil and gas logistics man in Nigeria and West Africa.
Sometimes described as a leader of the Italian mafia in the country along with his friends Gian Angelo Perucci, Domenico Gitto, Primo Bianchi and Gianfranco Falcioni, these well-established and wealthy businessmen have made Nigeria their home for decades.
Mr Volpi, a naturalised Nigerian, has now been in Nigeria for 47 years, becoming one of the country’s most successful businesspersons, with tentacles in key sectors of the economy – oil and gas, logistics, real estate, shipping, hospitality and sports. He has amassed a huge fortune through his several businesses and is clearly one of the wealthiest entrepreneurs in the country. His associates and court papers say he is worth billions of dollars.
The magnate’s two sons, Matteo and Simone, worked in his businesses in several capacities for many years, and the four-member nuclear family was indeed happy. Matteo, 54, told a court in Malta that his mother divorced his father in May 2017 after realising in August or September 2016 that Mr Volpi had been engaged in an extramarital affair for at least ten years. In the same 2017, the businessman settled a matrimonial claim by Rosaria by giving her a package of assets and cash worth $100 million, out of which Rosaria gave Simone and Matteo $20 million each, court papers say.
A Son’s Rebellion
The divorce soured the relationship with his sons and Matteo eventually left the business and launched an all-out war against his father over control of the family’s massive assets. Mr. Matteo said he was forced to resign from the family business after repeatedly clashing with his father over the running of several companies in the group without proper governance as required by law.
Reports said part of the problem was that Matteo sided with his mother, Rosario and held Mr. Volpi responsible for the divorce. in the hostile towards his father. Mr. Volpi subsequently took complete control of the family’s multibillion-dollar fortune by unilaterally dissolving three Bahamian trusts holding the assets through complicated layers of offshore entities which infuriated Mr. Matteo.
Mr. Matteo and his father are directors and shareholders of Orlean Invest Holding S.A, which was registered in Panama on September 13, 1984. Matteo is also still listed as a director of Intels Nigeria Limited, just as he continues to share ownership of West Africa Commercial Services Limited (Panama) with his father. However, his directorship and shareholding in these entities began to count for nothing in 2016 after his father suddenly and discreetly rearranged his financial affairs and stripped him (Matteo) and his brother, Simone, of the influences and controls they had over the family assets.
Before this, all investments and assets owned by the family were held by Orlean Invest Group Holding Limited. The holding company was, in turn, held on behalf of the family by three trusts based in The Bahamas – Winter Trust, Summer Trust and Spring Trust. The three trusts were then owned and controlled by Delanson Services Limited, initially registered in 2006 in Panama. The firm was moved to The Bahamas in 2010 before being relocated to New Zealand in 2016.
However, in 2017, Delanson dissolved the three trusts after handing over all their assets to Mr Volpi, who now controls all family assets 100 per cent. The businessman, his wife Rosaria, his two sons (Matteo and Simone) and their descendants were listed as beneficiaries of the trusts (believed to have collectively held billions of dollars) before they were abruptly dissolved. The true value of the assets at the time the trusts were dissolved in 2016 remains unclear. Court papers suggest the assets were worth billions of US Dollars.
One filing referenced by a judge estimated the assets’ turnover at the end of December 2012 to be more than $1.2 billion. The value of the assets might be much higher when the trusts were dissolved in 2016.
It is unclear why Mr Volpi acted the way he did but what is clear is that his action sparked a firestorm in the family, which has continued to rage to this day and has rattled even the businessman considerably.
After Matteo left the family business, he launched a series of similar businesses to rival his father’s, and began attacking his father with debilitating litigations over the family assets. Mr Volpi reportedly scrambled a response to calm the tempest. Court filings said he offered $120 million and property interests to settle the respective claims of Matteo and Simone to the trust assets. The offer was rejected by Matteo but accepted by his younger brother Simone, who remains in good standing with his father and has declared support for the applications made in court by Mr Volpi and Delanson, the New Zealander company currently holding the businessman’s assets.
War Without End
All reconciliation efforts have failed to produce results, and both men remain at odds with each other. In one of the affidavits filed on his behalf at the Superior Court of The Bahamas, Mr Volpi lamented that despite Matteo being his biological son, he had treated him (Mr Volpi) in all respects as an enemy and has waged, and continues to wage, an extensive campaign of hostile litigation and arbitration against him. The court quoted Matteo as denying that allegation.
Clearly however, the young Mr Volpi is not amenable to settlement as he commenced his serial legal battles on 25 April 2018 beginning from The Bahamas, where he launched an ex parte application for a freezing injunction against Delanson and Mr Volpi, supporting a writ action he filed at that country’s Superior Court. The injunction was to restrain Mr Volpi and his company from disposing of, dealing with or otherwise diminishing the value of any of the assets handed to him in 2016.
The without-notice injunction was granted at first instance on 3 May 2018 but later set aside by Justice Ian Winder on an application by Delanson and Mr Volpi to stay the writ action and set aside the freezing order because the trusts were subject to an exclusive arbitration clause (ruling dated 27 November 2018), Justice Loren Klein of the Appeals Division at the Supreme Court of The Bahamas said in a recap he provided as part of the judgment he gave in one application brought by Mr Volpi.
On 30 November 2018, Matteo made a second pitch for a freezing injunction against Delanson and Mr Volpi, this time pursuant to Section 55 of the 2009 Arbitration Act and in support of arbitration proceedings he initiated against his father and Delanson. Again, Matteo obtained an ex parte freezing injunction against Delanson and Mr Volpi (on 4 December 2018). Delanson and Mr Volpi applied to have the injunction and the underlying originating summons set aside. On the return date, Justice Winder set aside the injunction because the court lacked jurisdiction to grant such an order in support of arbitral proceedings regarding assets based outside The Bahamas. The Court of Appeal dismissed Matteo’s appeal.
Alongside the Bahamian proceedings, Matteo also, on 3 May 2018, commenced a separate legal action in Malta against Betacorp International Limited, an offshore shell company to which Mr Volpi transferred a vast majority of the trust assets after Delanson transferred them to him in 2016. Betacorp, incorporated on 24 October 2016, currently has one Alleta Britz, a South African, as a nominee director. The company is, in turn, owned 100 per cent by another Maltese entity, Sera Foundation, which was set up on 5 July 2017. Mr Volpi is the ultimate beneficial owner of Sera Foundation.
It is unclear why the businessman prefers to conceal his assets using multiple layers of shell companies, trusts and foundations in notorious tax havens. However, it appears hiding assets behind amorphous offshore entities is a family tradition for the Volpis. Even the assets Matteo owns are walled behind a Panamanian organisation known as Thorkhill Foundation, with him, his 52-year-old American wife, Erika Johnson, and their children, Isabella (16) and Sofia (15), as beneficiaries.
Back to the legal combat between father and son. Matteo obtained an injunction against Betacorp in the court in Malta. On 4 June 2018, Judge Toni Abela ordered the company to keep the assets of the dissolved trusts intact pending the determination of the substantive matter. Betacorp fought back on behalf of Mr Volpi, but in a detailed 26 March 2021 judgment, Justice Miriam Hayman agreed with Matteo, rejected the seven preliminary objections raised by the defendant company with costs against it and ordered the hearing of the substantive matter. The proceedings are ongoing.
Father and son are also slugging it out in multiple litigations in the High Court of England over a debt Mr Volpi claimed Matteo failed to repay him. Details of that battle will be provided in the second part of this series.
The Volpi Versus Volpi arbitration proceedings
On 30 November 2018, Matteo initiated arbitration proceedings against his father and Delanson arguing that the distribution of the assets of the trusts in 2016 was in breach of trust and for an improper purpose. The arbitral panel constituted to hear the matter consists of Georg von Segesser (Presiding Arbitrator), Lord Neuberger of Abbotsbury and Alberto Malatesta (a professor). The arbitration is taking place in The Bahamas and is being conducted pursuant to the rules of the United Nations Commission on International Trade Law.
In April 2019, the tribunal ordered that the arbitration be bifurcated. Phase One of the proceedings would deal with the claims for breach of trust and the counterclaims by Mr Volpi relating to rectification and validity of the Trusts (i.e., issues of liability). In contrast, Phase Two would consider the quantum issues and the valuation of the assets and costs.
On 13 June 2020, following a five-day hearing featuring 19 witnesses, the tribunal issued its Partial Award concerning Phase 1, and the majority of arbitrators ruled in favour of Matteo. Among other findings, the tribunal declared that the depositions made by Delanson were in breach of trust and, for an improper purpose, constituted an abuse of power and were void. Therefore, the assets were being held in trust for the beneficiaries of the trusts. The tribunal also ordered that Delanson’s passage of the trusts’ assets to Mr Volpi on 6 October 2016 and the dissolution of the trusts on 13 January 2017 be set aside.
Mr Volpi and Delanson challenged the award at the Supreme Court of The Bahamas and sought various interim remedies from the tribunal, including a stay pending appeal to the court. At a hearing on 15 July 2020, the tribunal considered, inter alia, whether the arbitral proceedings should be stayed pending either the outcome of the substantive challenges and appeals before the Supreme Court or the outcome of the application for the stay made to the Bahamian Court.
On 28 July 2020, the tribunal suspended its proceedings pending the determination of the stay application before the Supreme Court. “The present stay order is granted on the basis that the respondents will proceed with the Bahamian application with expedition,” the tribunal ruled. “Furthermore, any party may apply to the Tribunal for the lifting of the present stay at any time, including in the event of a change in circumstances. The arbitral tribunal may also lift the present stay at its own initiative.”
However, the tribunal issued an additional Partial Award on 26 August 2020, denying Mr Volpi’s application that the power of the trust’s trustee should be properly situated. That award was also appealed by Mr Volpi, who took the view that the tribunal’s reasoning and conclusions in the second award, far from curing the errors in the first, only compounded them and that it contained conclusions that were fundamentally inconsistent with the Partial Award with respect to the trustee’s power to make distributions out of the trusts. He also sought a stay of execution of the partial and leave to appeal.
In a 50-page judgment he gave on 13 June 2022, Justice Loren Klein of the Appeals Division at the Bahamian Supreme Court made an order granting Mr Volpi and Delanson the stay of execution of the arbitral award they sought. “I have examined all of the circumstances of this case, and I have come to the view that on a balance of the harm that would be suffered by the respective parties, I should exercise my discretion to grant the stay sought by Gabriele (Volpi) and Delanson,” the judge said.
Details of the orders made by the judge:
1. The applications by Gabriele Volpi and Delanson for a stay of the arbitral proceedings pending the hearing of their appeals are granted on the condition that the appeals are to be pursued with expedition.
2. The leave granted to Gabriele Volpi and Delanson to appeal on points of law announced in the oral ruling of 3 March 2021 is recalled.
3. The application by Matteo for Gabriele Volpi and Delanson to give security for costs for the applications and appeals is granted, and the Court orders security to be given in the global amount of $400,000.00, to be apportioned as follows ($250,000.00 by Gabriele Volpi, $150,000.00 by Delanson). Such security is to be paid within 28 days of the Court’s order, and I direct in the first instance that the parties seek to agree on the means by which security is to be provided.
4. The application by Gabriele Volpi for leave to serve interrogatories as to the sources of Matteo’s funding for the legal challenges/appeals is refused and dismissed.
5. The costs of the applications are to be awarded as indicated in Paragraph 200. I invite the parties to submit a draft Minute of Order to reflect the Court’s ruling.
So, the titanic legal battle between father and son, capable of yielding a Nollywood blockbuster, continues. The two combatants are not letting up, and this fiercely-fought contest over what one judge described as “an embarrassment of riches” may drag on far into the future.
