A banal, careless blunder risks throwing a monkeywrench into the French company LVMH's takeover bid for Bulgari worth billions of euros. The oversight lies completely in the 57,000 too many shares that the brothers Paolo and Nicola Bulgari transferred in the takeover bid to the French giant. It seems that an additional €1.20 was paid above the agreed-upon value (€12.25) for the takeover of the Roman luxury goods company.

This is the essence of a lengthy complaint sent to Consob Thursday 21 July by a Milan law firm on behalf of an American fund, minority shareholder in Bulgari. Il Sole 24 Ore has come into possession of this complaint which came one day earlier than an analogous initiative undertaken by Artannes Capital, another shareholder fund in Bulgari that yesterday sent a letter on the matter to the president of the Regulatory Authority Giuseppe Vegas. Both initiatives (the complaint and the letter) raise the point that, in virtue of that error, the principle of fair and equitable treatment of all shareholders involved in Lvmh's takeover operation of Bulgari was violated.

What is it exactly that risks transforming itself into an "ugly mess"? According to the complaint that traces all the steps in the share swap between the French company and the controlling partners of Bulgari, Lvmh received 152,543,348 shares from the family of Rome jewelers instead of the 152,486,348 shares that were expected. It is a minimum difference of only 57,000, peanuts compared to the more than 150 million that allowed Lvmh to take control. According to the prospectus and the stipulated agreements, however, the Bulgaris should have handed over only the shares of the shareholders' agreement which at the time were precisely 152,486,348, equal to 50.43% of the capital stock, and not all the shares held by the family which instead became part of the share swap. According to the complaint, those 57,000 shares were the personal holdings of Paolo Bulgari (50,000 shares) and Nicola Bulgari (7000 shares). Seen in this way, it is a trifle, a careless blunder but the authors of the complaint point out that the market was not notified of this fact. It was only on 18 July when the operation had been concluded (the share swap between Lvmh and Bulgari was closed on 30 June) that Lvmh issued a statement in which it admitted that the extra 57,000 shares had not been calculated in the agreement due to a careless error.

The consequence however of this silence undermines not only the formal aspect of fair and equitable treatment of all the subjects involved. According to the complaint, it also has substantial implications. In exchange for the additional shares of Bulgari, Lvmh transferred an additional 6178 of its shares (without declaring it), but above all the value of the shares in the swap on 30 June meant that the Bulgaris received a value of €13.45, €1.20 higher than the €12.25 stipulated for the takeover bid. Thus, the infamous 57,000 extra shares constituted a sort of unjust premium, according to the complaint, in favor of the Bulgaris for €68,400. These are the facts in a nutshell. Now it is the Consob's turn to thoroughly examine the documentation in the coming days. One thing is certain. If the complaint is found to be justified, the careless slip, in the words of Lvmh itself, runs the risk of becoming a gigantic mistake. The €68,000 and change could compromise an operation worth 3.7 billion, such was the valuation that the €12.25 per share assigned to the entire Bulgari group. And the consequence that could create numerous problems for the CEO of Lvmh Bernard Arnault is that once he has acquired 75% of the capital stock, he must make a full offer for the total number of shares, paying cash to the minority shareholders who still hold 25% of capital stock. Institutional funds could join in the complaint and ask, as the authors of the complaint have done, for the alignment of the full offer price to the highest price paid in the 12 months prior to the takeover, in other words the €13.45 per share paid for that tiny packet of shares transferred by mistake.

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