One Year Without Giorgio Armani and the True Test of Succession

There are successions that seem to end when wealth is transferred. In companies strongly identified with their founder, however, that is precisely when the most difficult problem begins: discovering whether the organisation can continue making decisions when the person who concentrated vision, authority and power is no longer present.

Since Giorgio Armani's death on 4 September 2025, I have followed his succession with particular interest. Few contemporary cases allow us to observe so clearly the transition from a company deeply bound to its founder to a structure that will have to function without him.

In September 2025, I wrote a first article on the subject, Giorgio Armani's succession as a governance model (NOGUEIRA, 2025). At the time, what struck me most was how far in advance Armani had prepared for his absence. The Giorgio Armani Foundation had existed since 2016; governance principles had been formalised; institutional mechanisms sought to preserve autonomy, financial prudence, continued investment in the brand and consistency with the values built over decades (ARMANI VALUES [n.d.]).

The central idea of that first article was that succession should not be treated as an automatic inheritance, but as a matter of strategy and governance.

One year later, however, there is a more interesting question to ask: the planning has been done, the transfer has taken place and the founder is no longer present. Can the structure make decisions without him?

That is the part of succession that no will can resolve on its own.

The architecture Armani left behind

Giorgio Armani did not merely create a company. He created an organisation in which his figure brought together functions that, in more institutionalised companies, are normally distributed among different people and bodies.

He was founder, controlling shareholder, business leader, creative reference and the principal interpreter of the brand's identity. For decades, strategy, reputation and authority were inevitably associated with his name.

The succession risk, therefore, did not simply consist in determining who would receive his shareholdings. It consisted in finding a way to institutionally replace what one person represented.

The creation of the Giorgio Armani Foundation in 2016 must be understood in that context. According to the group, it was conceived not only for public-interest and social projects, but also to provide continuous guidance to the company's future administration and to protect the values that had guided the founder's creative and business activity. The formally stated principles include autonomy and independence, integrity in management, innovation, excellence, continuous development of the brand, financial prudence, limited indebtedness and caution in acquisitions (ARMANI VALUES, [n.d.]).

There is an important difference between leaving values in writing and embedding them in governance: when they remain only on paper, they can be reduced to a memory of the founder; when they are associated with rights, bodies, powers and decision-making mechanisms, they begin to influence the organisation's behaviour in concrete terms.

That was the transition Armani sought to achieve.

Once the succession procedures had been completed, on 28 November 2025 the company established an eight-member Board of Directors, jointly selected by the Foundation and the heirs. Its composition follows an explicit logic: three family representatives, four directors with experience in the fashion and finance sectors and no operational delegations, and the chief executive officer and general manager, the only employee sitting on the board, to whom the company's operational management was entrusted. Pantaleo Dell'Orco, Giorgio Armani's life and work partner for 45 years and the person responsible for the house's menswear style, became chairman of both the Board and the Foundation. Giuseppe Marsocci, an executive with twenty-three years of experience within the group, became chief executive officer and general manager. Silvana Armani remained vice-chair. Rosanna Armani and Roberta Armani left the Board (GIORGIO ARMANI S.P.A., 2025; FASHIONUNITED, 2025; TODAY, 2025).

Perhaps the most revealing aspect of this structure lies not in who received a particular position, but precisely in the fact that no one received all of them.

The power that had previously been concentrated had to be decomposed.

The composition criterion is worth observing. The departure of two family members and the arrival of external directors without executive functions indicate that the Board was not designed as a forum for representing family branches, but as a decision-making body with differentiated functions. Ownership, strategic oversight and operational management came to occupy distinct places within the system.

This is one of the central issues in any succession involving a company marked by the figure of its founder. The attempt to find a single "successor" may itself be a mistaken formulation of the problem. In some organisations, there is no person capable of — or even desirable for — reproducing the previous concentration of power.

What needs to succeed the founder is not necessarily another founder.

It may be a structure.

For decades, the family-business literature has treated succession as a process rather than a one-off event. It involves preparation, the transfer of roles, acceptance of new spheres of power and the organisation's ability to function after the formal change of command (HANDLER, 1994; LE BRETON-MILLER; MILLER; STEIER, 2004; SHARMA; CHRISMAN; CHUA, 2003).

The Armani case allows us to observe this process in operation.

The first year shows continuity, but it does not yet demonstrate success

There is a tendency to declare a succession successful when the founder's death does not immediately produce family conflict, a breakdown in management or corporate disorganisation.

It is too early.

Armani's first year demonstrates something relevant: institutional continuity.

The succession procedures were completed. A new board took office. Executive management was defined. Family members, long-standing collaborators and external professionals came to occupy different positions within the decision-making architecture. The Foundation remains a permanent element of the system and, according to the company's institutional statement, must retain a minimum 30% interest in the capital even in the event of new shareholders entering or a future stock-market listing (GIORGIO ARMANI S.P.A., 2025).

The figures for the 2025 financial year, which ended after the founder's death, confirm that reading while also qualifying it. In 2025, consolidated net revenues totalled €2.192 billion, down 2.8% at constant exchange rates and 4.6% at current exchange rates, alongside an improvement in operating profitability indicators. Net liquidity stood at €529 million on 31 December, rising to €596 million when treasury investments were included, while consolidated equity, close to €1.99 billion, represented 51% of total assets (ANSA, 2026; MILANO FINANZA, 2026a).

The year's result requires analysis on two levels. At the parent company, Giorgio Armani S.p.A., 2025 profit more than doubled to around €67 million, approximately half of which was distributed as dividends, according to a corporate document filed by the company (REUTERS, 2026). At consolidated level, the picture is different: according to a report by Sara Bennewitz published in La Repubblica, the group closed the year virtually at break-even, with a loss of €407,000, after a €55.9 million loss in financial and foreign-exchange management reduced profit before tax from €74.5 million to €21.9 million.

Balance-sheet strength, consolidated results and the parent company's results are distinct measures. Read together, these indicators show that the first provides time, while the others measure performance, and they do so in different ways. Recognising that distinction is precisely what prevents the first year from being read as proof of success.

These facts allow us to state that the structure designed by the founder was capable of passing through its first formal transition.

They do not allow us to conclude that it will be successful in the long term.

That distinction matters.

Governance is not tested only when everyone agrees on preserving what has just been lost. It is tested when decisions arise on which reasonable people may disagree.

Decisions about how much to invest, where to grow, which businesses to abandon, what risks to accept and how much capital to preserve cannot be answered in advance by the founder. Nor is it possible to determine beforehand how far the brand will need to change to remain relevant, when it will be appropriate to admit a new shareholder or what power should accompany that capital. The central question is to know when preserving a tradition protects value and when it begins to obstruct adaptation.

Giorgio Armani could not have answered all of these questions in advance.

No founder can.

That is why a good succession cannot depend only on the precision of the instructions left behind. It needs to create decision-making capacity for situations the founder never anticipated.

The real test begins precisely when there is no longer an obvious answer to the question "what would Armani do?".

The paradox between preserving and allowing the company to change

This may be the most sophisticated aspect of the case.

The Foundation was conceived to protect autonomy, corporate identity and fundamental principles. At the same time, the institutional structure disclosed by the company expressly provides for it to continue operating in the event of new shareholders entering or even a future stock-market listing (GIORGIO ARMANI S.P.A., 2025).

The will is even more explicit than the institutional statement. It charges the Foundation, once twelve months have elapsed and within eighteen months from the opening of the succession, with transferring a 15% stake in the capital, giving priority to LVMH, EssilorLuxottica and L'Oréal or to other groups of equivalent scale operating in fashion and luxury, and allowing, at a later stage, a further significant disposal or a public listing (FASHIONNETWORK ITALIA, 2025).

The timetable is already being confronted by reality. Documents from the Foundation's board reported by the Italian press in August 2026 record the view that the disposal cannot take place before 2027, given the time required to organise a transaction with a qualified strategic investor (MILANO FINANZA, 2026b).

As for the structure of the transaction, information published in Italy in May 2026 indicated that the prevailing approach was to divide that stake into three 5% blocks, allocated to each of the groups identified by the founder, while the chief executive prepares a five-year industrial plan and investment banks would be engaged from September to conduct the selection of purchasers (MARKETSCREENER ITALIA, 2026; BUSINESS PEOPLE, 2026).

The relevant point is not the timetable or the identity of the candidates. It lies in the fact that the founder did not leave his successors with the question of whether or not to sell. He left parameters within which that decision could be made and transferred to those who survived him the responsibility of judging the timing, structure and conditions.

This reveals a distinction that the case makes visible: preserving institutional continuity does not necessarily mean preserving the same ownership structure indefinitely.

That distinction is particularly relevant in family businesses.

Continuity is often associated with keeping capital within the family. The family remains the owner; therefore, the company has remained a family business and the succession has worked.

Reality is more complex.

A family may retain full ownership and destroy value through conflict, lack of leadership, insufficient capital or an inability to adapt. Equally, it may admit an investor, reorganise shareholdings or reduce its economic position without necessarily abandoning the principles, political rights or long-term objectives it wishes to preserve.

Ownership and continuity are not synonymous.

Control and management are not either.

Wealth, power and administration are related dimensions, but they are different.

That separation may be one of the Armani case's principal contributions to the succession debate.

The purpose of planning should not automatically be to prevent any change after the founder's death. It should be to identify which changes may occur and which elements must remain protected when they do.

The question then ceases to be simply:

How can the company be prevented from being sold?

And becomes:

What must remain protected even if ownership changes?

That is a much more difficult question. And a much more useful one.

What family businesses can learn from the case

The value of the Armani case does not lie in copying its Foundation.

Legal structures cannot be transplanted mechanically between families or jurisdictions. In Brazil, for example, private foundations are subject to a specific legal regime and to purposes defined by the Civil Code, as well as supervision by the Public Prosecutor's Office (BRASIL, 2002). The Italian structure therefore has no automatic Brazilian "equivalent".

It would also be simplistic to answer the problem by saying that the solution is to establish a holding company. A holding company, shareholders' agreement, will, gift, usufruct, share classes, voting rights, boards, family protocols and governance rules are instruments.

Brazilian company law provides relevant mechanisms for organising political and economic rights, including through different types and classes of shares and agreements governing voting, control, pre-emption and the transfer of interests (BRASIL, 1976).

But starting with the instrument reverses the reasoning.

Before deciding how to structure, a family needs to understand what it intends to preserve.

Who should own, who should exercise power and who should manage? Do these three functions necessarily need to be concentrated in the same person?

What happens if the heirs have different capabilities, interests and life plans? Which decisions can be taken by majority and which should require consensus? Who may sell, to whom and under what conditions?

What happens if the family retains the wealth but no one is prepared or willing to manage the company? And, conversely, what happens if there are excellent managers but the owners are unable to perform their role properly?

There is also a dimension that is often underestimated in this set of questions: who pays the tax cost of the transfer, and with what resources. Giorgio Armani's will provides for a cash legacy in favour of the Foundation, borne by certain heirs, in an amount corresponding to the entirety of the succession tax liabilities, estimated at €52.9 million (MILANO FINANZA, 2026b). The decision allocated that burden in advance, preserving the Foundation from the need to dispose of assets or bring forward corporate transactions in order to settle taxes.

The issue is directly relevant to Brazilian business families. With Constitutional Amendment No. 132 of 20 December 2023, the tax on transfers causa mortis and gifts became necessarily progressive according to the value of the share, legacy or gift (BRASIL, 2023), making the source of the funds intended to pay the tax an element of planning rather than a later consequence.

These questions should precede any legal design. When they only begin to be asked after the founder's death, a significant part of the room for decision has already been lost. It is precisely at this point that wealth planning, succession and governance cease to be separate subjects: a legally efficient succession may transfer the wealth and still produce a dysfunctional business structure.

Likewise, good corporate governance may organise current management without resolving future conflicts among owners.

Planning needs to connect the three dimensions: wealth, power and continuity.

Armani appears to have understood this well in advance.

The real test begins now

When I first wrote about this case in September 2025, the most impressive aspect was the planning.

Today, I find what happens after it more interesting.

The existence of the Foundation, the composition of the new Board, the appointment of professional management and the distribution of powers are evidence that the first stage of the transition took place in an institutionally organised manner.

It would, however, be methodologically inappropriate to turn only one year of operation into definitive proof of success.

The specialist literature shows that successions are prolonged processes and that their outcomes depend not only on the formal transfer of command, but on the way roles, relationships and decisions are reorganised afterwards (HANDLER, 1994; LE BRETON-MILLER; MILLER; STEIER, 2004).

Armani managed to do something many founders postpone: he organised his absence while he was still able to participate in the decisions about it.

But no founder can govern the future in advance.

It is possible to leave principles. It is possible to distribute powers. It is possible to create safeguards, boards, rules and institutions.

It is not possible to leave ready-made every decision a company will need to take.

And that may be precisely the boundary between succession control and succession governance.

The first tries to determine what will happen.

The second creates the conditions for other people to make good decisions when something different happens.

One year after Giorgio Armani's death, his succession is still being tested.

And that is precisely why the case has become more interesting.

The true legacy of good governance does not lie in making the next generations continue taking the founder's decisions.

It lies in enabling them to continue making good decisions when he is no longer there to make them.

References

ANSA. I ricavi di Armani a 2.192 milioni nel 2025 (-2,8%), cresce l'utile operativo. Rome, 29 Apr. 2026. Available at: https://www.ansa.it/sito/notizie/economia/2026/04/29/i-ricavi-di-armani-a-2.192-milioni-nel-2025-28-cresce-lutile-operativo_39118a59-45c1-4826-8375-edfdd54ae5f1.html. Accessed: 9 Sept. 2026.

ARMANI VALUES. The Armani Group and Governance. [S. l.], [n. d.]. Available at: https://armanivalues.com/overview/the-armani-group-and-governance/. Accessed: 9 Sept. 2026.

BENNEWITZ, Sara. Per Armani niente utile nel 2025, c’è il via libera ai dividendi. La Repubblica, Milan, 12 July 2026. Available at: https://www.repubblica.it/economia/2026/07/12/news/armani_bilancio_2025_dividendi-425465556/. Accessed: 9 Sept. 2026.

BRASIL. Lei nº 6.404, de 15 de dezembro de 1976. Dispõe sobre as sociedades por ações. Brasília, DF: Presidência da República, 1976. Available at: https://www.planalto.gov.br/ccivil_03/leis/l6404consol.htm. Accessed: 9 Sept. 2026.

BRASIL. Lei nº 10.406, de 10 de janeiro de 2002. Institui o Código Civil. Brasília, DF: Presidência da República, 2002. Available at: https://www.planalto.gov.br/ccivil_03/leis/2002/l10406compilada.htm. Accessed: 9 Sept. 2026.

BRASIL. Emenda Constitucional nº 132, de 20 de dezembro de 2023. Altera o Sistema Tributário Nacional. Brasília, DF: Presidência da República, 2023. Available at: https://www.planalto.gov.br/ccivil_03/constituicao/emendas/emc/emc132.htm. Accessed: 9 Sept. 2026.

BUSINESS PEOPLE. Armani valuta la cessione del 15% a tre big del lusso. Milan, 11 May 2026. Available at: https://www.businesspeople.it/business/economia/armani-valuta-la-cessione-del-15-a-tre-big-del-lusso/. Accessed: 9 Sept. 2026.

FASHIONNETWORK ITALIA. Il testamento di Armani: la Giorgio Armani va alla Fondazione. Milan, 12 Sept. 2025. Available at: https://it.fashionnetwork.com/news/Il-testamento-di-armani-la-giorgio-armani-va-alla-fondazione,1763549.html. Accessed: 9 Sept. 2026.

FASHIONUNITED. Giorgio Armani spa nomina il nuovo consiglio di amministrazione. Milan, 28 Nov. 2025. Available at: https://fashionunited.it/news/business/giorgio-armani-spa-nomina-il-nuovo-consiglio-di-amministrazione/2025112828807. Accessed: 9 Sept. 2026.

GIORGIO ARMANI S.P.A. Milan, 28 November 2025 – Giorgio Armani S.p.A. announces the completion of the succession procedures and the appointment of the new Board of Directors. Milan, 28 Nov. 2025. Institutional statement. Available at: https://www.linkedin.com/posts/giorgio-armani_milan-28-november-2025-giorgio-armani-activity-7400138247051411456-_ZQr. Accessed: 9 Sept. 2026.

HANDLER, Wendy C. Succession in family business: a review of the research. Family Business Review, v. 7, n. 2, p. 133-157, 1994. DOI: 10.1111/j.1741-6248.1994.00133.x.

LE BRETON-MILLER, Isabelle; MILLER, Danny; STEIER, Lloyd P. Toward an integrative model of effective FOB succession. Entrepreneurship Theory and Practice, v. 28, n. 4, p. 305-328, 2004. DOI: 10.1111/j.1540-6520.2004.00047.x.

MARKETSCREENER ITALIA. EssilorLuxottica, LVMH e L'Oréal potrebbero rilevare ciascuna il 5% di Armani. 11 May 2026. Available at: https://it.marketscreener.com/notizie/essilorluxottica-lvmh-e-l-oreal-potrebbero-rilevare-ciascuna-il-5-di-armani-ce7f5bd8de89f623. Accessed: 9 Sept. 2026.

MILANO FINANZA. Armani, i ricavi 2025 sfiorano 2,2 miliardi (-4,6%) ma sale la redditività. Milan, 29 Apr. 2026a. Available at: https://www.milanofinanza.it/fashion/armani-i-ricavi-2025-sfiorano-2-2-miliardi-4-6-ma-sale-la-redditivita-202604291203159310. Accessed: 9 Sept. 2026.

MILANO FINANZA. Armani, la vendita del 15% potrebbe essere posticipata rispetto alla scadenza di marzo 2027. Milan, 11 Aug. 2026b. Available at: https://www.milanofinanza.it/fashion/armani-la-vendita-del-15-potrebbe-essere-posticipata-rispetto-alla-scadenza-di-marzo-2027-202608111134407979. Accessed: 9 Sept. 2026.

NOGUEIRA, Isabella. A sucessão de Giorgio Armani como modelo de governança. 26 Sept. 2025. Available at: https://cfeg.com.br/a-sucessao-de-giorgio-armani-como-modelo-de-governanca/. Accessed: 9 Sept. 2026.

REUTERS. Armani parent company posts 2025 net profit of €67 million, challenges Italian antitrust fine. Milan, 22 July 2026. Available at: https://www.reuters.com/legal/litigation/armani-parent-company-posts-2025-net-profit-67-million-challenges-italian-2026-07-22/. Accessed: 9 Sept. 2026.

SHARMA, Pramodita; CHRISMAN, James J.; CHUA, Jess H. Predictors of satisfaction with the succession process in family firms. Journal of Business Venturing, v. 18, n. 5, p. 667-687, 2003. DOI: 10.1016/S0883-9026(03)00015-6.

TODAY. Il nuovo cda di Giorgio Armani Spa: nomi e ruoli. Milan, 28 Nov. 2025. Available at: https://www.today.it/economia/finanza/nuovo-cda-giorgio-armani-spa-nomina-il-nuovo-consiglio-di-amministrazione/2025112828807. Accessed: 9 Sept. 2026.