Italy's Mediaset poised to win approval for board changes to thwart Vivendi

By Giulia Segreti

MILAN (Reuters) - Mediaset (MS.MI) shareholders are expected to approve governance changes on Friday that could stem the influence of France's Vivendi (VIV.PA), the private Italian broadcaster's second largest investor.

Shareholders in Mediaset, which is controlled by former Italian Prime Minister Silvio Berlusconi, will meet to vote on a proposal to cut the maximum number of board seats to 15 from 21 and to change the way its members are appointed.

Approval for the new rules would grant the board of the Milan-based TV group greater stability, but would leave minority shareholders, including Vivendi, with only two or three seats.

The move is the latest twist in a bitter dispute between the two groups who are now facing off in court after Vivendi's unexpected decision last year to pull out of a deal that would have handed it control of Mediaset's pay-TV unit.

After its u-turn Vivendi quickly built a 28.8 percent stake in Mediaset, which is controlled by the Berlusconi family holding company Fininvest through a 39.5 percent share.

The Italian government has expressed concern over the growing influence of Vivendi, which also holds a 24 percent stake in Telecom Italia (TIM) (TLIT.MI).

To be approved, the changes will require two-thirds of shareholders present to vote in favor.

Two sources told Reuters on Thursday that Vivendi would not be taking part in the meeting.

Fininvest has already said it will vote for the new rules but proxy adviser Glass Lewis has recommended shareholders vote the other way "given the potential for the amendment to entrench Fininvest's control of the board".

A favorable vote by Fininvest together with support from Italian banker Ennio Doris, a long-time friend of Berlusconi who holds a stake of just under 3 percent, would get just under 42.5 percent of capital.

If Vivendi vetoes the meeting as expected, and taking into account 3.8 percent held in treasury shares, then Fininvest and Doris would only need the support of a relatively small number of other investors at the meeting to approve the changes.

(Reporting by Giulia Segreti; editing by Alexander Smith)