What if? No. 452026-11-01

Lock your heirs in and their only buyer is each other. Ask Ray-Ban

A Czech billionaire has offered about €30 billion in cash for Delfin, the holding company that owns a third of Ray-Ban's parent, and says five of the eight heirs would be enough. None of them can sell to him alone: the founder's articles keep the shares among the heirs he named and take 88% to change. The same lock sets the price inside the family, where Leonardo Maria Del Vecchio offered his half-brother €3.5 billion for his eighth and was refused. What Singapore company law would do with the bid, the buyback and the lock.

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The Ray-Ban sign on a Milan rooftop: a Czech billionaire has offered about €30 billion for Delfin, the Del Vecchio holding that owns a third of Ray-Ban's parent, and none of the eight heirs can sell to him alonePhil04 · CC BY-SA 3.0 · Wikimedia Commons

The news, this week

A Czech arms billionaire offers €30 billion in cash for Ray-Ban's family holding, and gives the heirs 30 days

On 29 October 2026 the Italian daily Domani reported, and Il Sole 24 Ore's Radiocor agency confirmed from financial sources, that Michal Strnad had offered to buy all of Delfin, the Luxembourg holding company of the late Leonardo Del Vecchio, founder of Luxottica. Strnad, 34, controls the Czech defence group CSG and bought 14% of Pirelli in July. His five-page letter, dated 20 October and valid for 30 days, went to Delfin's chief executive, Romolo Bardin. It offers cash, about €30 billion, for the whole company.

He prices the heirs' €40 billion of assets 30% lower and says five of eight shares would do

The price is Delfin's net asset value less about 30%. Corriere della Sera puts the assets at about €40 billion: 32.4% of EssilorLuxottica, the owner of Ray-Ban, about 10% of Generali, 17.6% of Monte dei Paschi, 2.7% of UniCredit and about 28% of Covivio. Strnad wrote that he would also accept 62.5%, five of the eight equal shares of 12.5%, if that gave him control, and that he could combine his offer with Delfin's own plan to buy back up to 25% of its shares from heirs who want to leave.

Each of the eight heirs refuses on their own, and the founder's son asks who is paying

The heirs said no, each separately, Corriere reported, and called the offer unacceptable, starting with the discount. Leonardo Maria Del Vecchio, the founder's fourth child, said in a statement that his father's life's work "must remain Italy's heritage" and asked that the origin of the money be checked by the authorities. Delfin declined to comment. On 30 October Strnad said he would not comment on specific deals. Milano Finanza reported the same day that the Prime Minister's office is watching the file.

One brother offers €3.5 billion for his half-brother's eighth and is turned down, while Delfin wins time to March

Two other facts surfaced in the same week. La Repubblica and Business People reported that Rocco Basilico, the widow's son, had turned down €3.5 billion from Leonardo Maria for his 12.5%. And Corriere reported that on 29 September a Luxembourg court gave Delfin six more months, to March, to exercise its right of first refusal over the shares of Leonardo Maria, Clemente Del Vecchio and Basilico, who had asked to move them into personal companies. Delfin is still studying the price and the financing.

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The knot

The founder locks his holding so no stranger enters without all eight heirs, and against Strnad it holds

Leonardo Del Vecchio wrote Delfin's rules to keep the empire whole and in the family. The shares are reserved for the heirs he named, and changing the rules takes 88%. With eight heirs at 12.5% each, seven make 87.5%, so the lock opens only if all eight turn the key. Against a stranger it works exactly as he meant. A buyer who wants five shares cannot have them, because five heirs cannot let him in.

The same lock means an heir who wants out can sell only to family, on the family's timetable

The same lock works on the heirs. An heir who wants to leave cannot sell to the highest bidder. He can sell only inside: to a brother, or to Delfin itself, and Delfin first gets time to decide, which a court has now stretched to March. Inside, there are few buyers and no auction, and the buyer sets the pace.

The stranger and the brother price one eighth within €250 million, and both pay far less than €5 billion

The numbers show it. An eighth of €40 billion is €5 billion. Strnad's price works out at about €3.75 billion an eighth. Leonardo Maria's offer for his half-brother's eighth was €3.5 billion. The stranger and the family priced the same share within €250 million of each other, both well below the assets behind it. That gap is what a locked share costs the heir who holds it.

What if it had been Singapore?

Singapore would expect the lock, since every private company must restrict share transfers, and its own squeeze-out rule would also need all eight heirs; what it would add is a buyback cap of 20% between annual general meetings and a set of drafting tools, so that a founder who locks his heirs in also writes down how one of them gets out, at what price and by when.

Luxembourg's courts decide the bid, so we ask what a Singapore family company would face instead

Limits first. Delfin is a Luxembourg company and the founder's estate is Italian, so Luxembourg law and Delfin's own articles decide every step here, along with any review by the Italian government. We have not seen the articles; their terms come from the press. The useful question is what the same lock, the same bid and the same buyback would meet in a Singapore family company, and what a founder setting one up could write differently.

Singapore makes private companies lock their shares, and unless entrenched, six of eight heirs can open the lock

Singapore would not object to the lock. Section 18(1)(a) of the Companies Act 1967, read on Singapore Statutes Online on 1 November 2026, requires every private company's constitution to restrict the right to transfer its shares. Family companies usually do it with a right of first refusal for the other shareholders and a power for the directors to refuse a transfer. Under section 18(4) the restriction can be changed by special resolution, 75% of the votes, unless the constitution entrenches it, as we described for the 88% clause in What-If No. 41.

Singapore's 90% squeeze-out also needs all eight heirs, and a 62.5% buyer leaves three trapped as minorities

Singapore's own squeeze-out rule arrives at the same place. Under section 215(1), a bidder whose offer for all the shares is accepted by holders of at least 90% within four months can compel the rest to sell on the same terms. With eight equal holders, seven make 87.5%. A bidder for a Singapore Delfin would need all eight to buy it whole, and a bid for 62.5% would leave three heirs as minority partners of a stranger, with a way out only if a court finds the company run oppressively against them (section 216).

A Singapore holding could buy back only 20% before each annual meeting, so two leaving heirs would wait

The buyback would meet two limits. A Singapore company can buy its own shares only if its constitution expressly allows it (section 76B(1)). Buying from chosen heirs is a selective off-market purchase, which needs a special resolution in which the sellers do not vote (section 76D(2)). And section 76B(3) caps purchases at 20% of the shares in the period until the next annual general meeting, unless the company also reduces its capital. Two heirs hold 25%, so the exit would have to run over two periods or through a capital reduction.

A founder who writes a deadline, a formula price and the money into the rules spares heirs the courts

So the remedy is to write the exit while the founder can still sign. A lock that keeps strangers out should come with a door for an heir: a right of first refusal with a short, fixed deadline instead of one a court extends, and a price set by formula, for example net assets at an independent valuation less a stated discount, so that no buyer inside the family names it. The money should be arranged in advance: a reserve the company builds, a standing credit line, or life insurance on the founder.

Drag-along and tag-along clauses let six heirs sell together and guarantee the last two the same price

The founder should also decide in advance what happens if a stranger bids for everything. If the family might one day sell, a drag-along clause lets an agreed majority, say six of eight, sell all the shares on the same terms, and a tag-along clause guarantees every heir the price the majority gets. If the family must never sell, the constitution should say so plainly, together with how an heir leaves instead. Delfin's articles appear to answer the first question and leave the second to the courts.

Putting the shares in a trust leaves no heir an eighth to sell and makes the trustee answer the bid

There is a third way to hold it. If the shares sit in a trust, no heir owns an eighth to sell; each holds an interest the trustee pays out under the deed, and the trustee alone answers a bid. An heir who wants out asks the trustee for a distribution, on terms the deed already sets. Italy's reserved shares for a spouse and children would complicate this for an Italian founder; most Asian founders face no such limit.

A family that asks now who buys a leaving heir out, and with what money, stays together longer

For the reader whose family company has a transfer restriction, three questions are worth asking while everyone can still sign. If one of us wants to leave, who must buy, by when, and at what price? If an outsider bids for the whole company, how many of us can say yes for all of us? And where does the money for a buyout come from? Asking how a family member leaves is a way of keeping the family together.

Michal Strnad — a letter dated 20 October offering about €30 billion in cash for 100% of Delfin, or 62.5% for control, valid 30 days; refused by each heir

The eight heirs — 12.5% each of a holding with about €40 billion of assets; at Strnad's price about €3.75 billion each, and no one able to sell to him without all the others

Rocco Basilico — an offer of €3.5 billion from Leonardo Maria Del Vecchio for his 12.5%, which he turned down

Delfin — until March, under a Luxembourg order of 29 September, to decide whether to buy the shares of Leonardo Maria, Clemente and Basilico, and a plan to buy back up to 25% still being priced

The same holding in Singapore — a transfer lock the law requires (s18), a squeeze-out that also needs all eight (s215), buybacks capped at 20% until the next AGM (s76B(3)); the cure is a written exit with a deadline, a formula price and the money arranged

The reader whose family company has a transfer restriction — three questions: who buys a leaving heir's shares and at what price, how many can accept a bid for all, and where the money comes from

A counterfactual, not advice. The verified machinery is on the Singapore page; where your family stands is the briefing.

Luxottica's eyewear plant at Lauriano, near Turin, in 2013: the business Leonardo Del Vecchio's eight heirs hold through Delfin, with rules that keep their shares inside the familyF Ceragioli · CC BY-SA 3.0 · Wikimedia Commons

From the case files: A family holding came apart and an outside buyer was waiting: Yeo Hiap Seng

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