Lipany holding: care giant Orpea’s dirty secrets hidden in Luxembourg

Orpea, one of the world’s largest care home providers, has relied on an obscure Luxembourg holding named Lipany while expanding in Europe. 

Since at least 2009, key executives have shifted millions of euros of assets to this parallel structure and committed several irregularities, according to Investigate Europe’s findings. 

The scheme involves dozens of Orpea’s European facilities and was devised by some of the group’s top managers. In France, they covered up the payment of a secret €700,000 commission to an intermediary and recorded “erroneous” tax information in the financial statements of at least 14 Orpea-funded firms.

In Italy, they cheated VAT rules and routinely transferred the ownership of Orpea’s nursing homes towards the tax-attractive Duchy.

Orpea is a global leader in elderly care, listed on the Paris stock market. Established in 23 countries, it boasts a network of 1,100 medical facilities with 111,800 beds. Its incredible growth filled the pockets of its shareholders and turned Jean-Claude Marian, its founder, into a multi-millionaire living in tax exile in Belgium. 

When first quizzed by Investigate Europe about discrepancies in the accounts of the 14 French companies, Orpea said that they contained “erroneous” declarations, implying that the group’s then-chief financial officer had filed false reports.

However, as soon as IE asked about the entire Lipany scheme, Orpea said on May 5th that it couldn’t “comment on the information or allegations contained in your questions,” because “some of the facts identified have been brought to the public prosecutor.”  The spokesperson added that  “specialised audits” had also recently identified some of IE’s findings.   

Indeed, shortly before issuing this statement, Orpea publicly announced that the group had filed a complaint against unnamed persons for misuse of corporate assets. 

The group has been under acute scrutiny as of late. In an investigative book, “Les Fossoyeurs” (“The Gravediggers”), French journalist Victor Castanet revealed how Orpea, despite being subsidised by public money, has been aggressively cutting corners at the expenses of elderly patients.  

Following Castanet’s damning exposé and revelations of irregular work contracts by Investigate Europe, a French public prosecutor launched several criminal probes against Orpea over suspicions of mistreatment of residents, embezzlement of state funds, forgery and violation of labour laws. Authorities are also investigating dozens of complaints from relatives of elderly Orpea residents, including for “involuntary manslaughter”. 

Lifting the lid on Lipany

IE got access to a trove of public documents, sale deeds and financial accounts unveiling the ‘Lipany system’ and the two executives at its helm.

Lipany SA is a Luxembourg holding on top of over 40 subsidiaries working with Orpea in Italy, France, Belgium and Germany. 

Sébastien Mesnard was Orpea’s chief financial officer (CFO) until last December. Now financing director, he has been managing some of Lipany’s affiliates for years in addition to his official job. 

Roberto Tribuno, Orpea Italia’s former CEO, is Lipany’s declared beneficial owner. He was Orpea’s strongman in Italy for over a decade and has remained the director of at least three of the group’s Italian branches since the end of his tenure in 2017.

According to IE’s information, at least Lipany and Tribuno appear in the multinational’s complaint to the French prosecutor. 

Contacted by IE, Tribuno denied any wrongdoing, insisting that “his companies operate in full compliance” with “the applicable civil, accounting and tax regulations.” 

Sebastien Mesnard didn’t acknowledge or answer any questions.

“Roberto Tribuno is a historical partner,” Orpea told IE while assuring that the group never owned a single share in Lipany. 

From the Luxembourg company’s birth in 2007 to this day, Orpea filed over 4,100 pages detailing its partnerships, its ventures and its strategy to the stock exchange regulator. But never once did it allude to Lipany, shielding their fruitful trade from unwanted attention. Yet, the group’s deep connections to its secret partner are undeniable. 

Orpea even used to claim one of Lipany’s firms as its own for five years. Canton di Mezzo, which holds the real estate of one of the multinational’s facilities in Italy, was listed as 100% consolidated in Orpea’s accounts between 2009 and 2014. 

What’s more, at least five of the group’s executives have had representative or administrative roles in the holding’s affiliates over the years.

These include Tribuno and Mesnard, of course, but also Jean-Claude Brdenk, Orpea’s former head of operations, Bérengère Demoulin, its head of legal affairs and Thibault Sartini, its current CEO in Italy.

“Lipany has often recognised the professionalism and expertise of certain individuals within the Orpea Group,” Tribuno told IE.

From Brdenk’s perspective, orders were coming from the multinational’s HQ. “My mandates were decided by our legal department,” he wrote to IE when asked about his past positions in five of Lipany’s subsidiaries. “As far as I understand, Orpea was the operator and either had some shares or possibly management contracts.”

Sartini also told IE that his two nominations in Lipany’s affiliates were justified by past or current relations between the holding and Orpea.   

Lipany’s hidden ownership

The sole beneficial owner of Lipany is Tribuno, according to the Luxembourg register. But in this mention, filed by the company itself in 2019, Tribuno’s shares are recorded as “indirect”, hinting at the existence of another entity holding Lipany on his behalf.

Screenshot from the Luxembourg register of beneficial owners

Questioned by IE, Tribuno claimed that he’s been Lipany’s owner since 2009, but wouldn’t say where the shares are kept. 

Born in 1963 in the Piemontese town of Biella, this Italian accountant has strong ties to the Grand Duchy. After a career start in the UK in the nineties, he set up his own consultancy: Bridge Kennedy International, with offices in Milan, London and Luxembourg. And it’s precisely from the tax-friendly jurisdiction that the cooperation between this discreet businessman and Orpea blossomed. 

At the turn of the millennium, Tribuno was the administrator of Brige SA, another Luxembourg holding with hidden shareholders and a key role in propelling Orpea’s activities in Italy.

By 2005, the multinational had absorbed Brige SA, which kept its own 20% stake in Orpea Italia.

That same year, Tribuno became the group’s strongman in the country. He was granted broad powers to manage the newly-created branch, whose headquarters would even be domiciled within his own offices, at Bridge Kennedy International in Milan.

But the Italian boss wouldn’t stay away from Luxembourg for long. In 2007, Lipany was incorporated by a local fiduciary whose founder is a long-term partner of Tribuno. Tellingly, the company’s birth was shrouded in secrecy. In its first years, the ownership was concealed behind two off-shore entities: Bynex International, based in the British Virgin Islands, and Beston Enterprises, based in Panama. 

Lipany was hitherto completely unknown to the public. But Beston and Bynex have previously appeared in the press, sometimes linked to Orpea and other affairs. 

A recent report by Cictar, a tax accountability NGO, found that these two shell corporations registered another Luxembourg company in 2007, holding the real estate of one Orpea care home and subsequently consolidated by the group. 

“This helps to keep the beneficiaries of Orpea’s property transactions anonymous,” Cictar’s Mike Lewis laid out for IE. “For a publicly-listed company that is in receipt of millions of euros of public money every year, this lack of transparency raises serious questions.” 

Both Bynex and Beston featured in the 2016 Panama Papers scandal. With the help of the infamous law firm Mossack Fonseca, they served as registration tools for scores of unrelated businesses, whose true owners would stay protected from prying eyes. 

After their names were outed, they lost their purpose and were struck off. 

False declarations in official accounts?

Far from palm-fringed offshore tax havens, it’s in France that some of the most startling irregularities of Orpea’s Luxembourg scheme happened.

In 2018, one of Lipany’s subsidiaries, Laurita Belgium, bought RSS Seniors+, a French holding that now has a 51% stake in 14 firms building residences for Orpea. The multinational holds the remaining 49% and is already running some of these facilities in the rolling countryside of Auvergne or Normandy’s medieval capital of Rouen.

In all their available accounts since 2018, RSS Seniors+ and its satellites have declared that they are part of Orpea’s tax integration, a regime that allows fiscal advantages, but which comes with strict rules.

The “erroneous” tax integration in official accounts

“For tax purposes, French law states that a company may only be integrated to a parent that owns at least 95% of its equity,” Eric Vernier, a French tax fraud expert, highlighted when consulted by IE on this case.

Here, however, Orpea has 0% of RSS Seniors+ and just 49% of its subsidiaries, far below the legal threshold. 

Should they be accurate, the integration declarations could therefore mean two things. Either Lipany’s subsidiaries were wrongfully integrated, or Orpea de facto owns Lipany.

In an email sent to IE, the multinational claimed that “RSS Seniors+ and its affiliates are not part of Orpea’s tax integration,” and that these references in their accounts are “erroneous.”

“It seems difficult to believe that the accounts could have been so grossly incorrect for such a long time without anybody noticing,” Vernier observed.

Orpea’s rebuttal is even more baffling that these 15 companies’ president is none other than the unavoidable Mesnard. They’re also registered at the multinational’s HQ near Paris and Mesnard certified in public documents that the group is managing several of them.

As if this wasn’t enough, Bérengère Demoulin, Orpea’s head of legal affairs, has been signing the minutes of the “decisions of the sole shareholder” of RSS Seniors+, namely Lipany’s subsidiary.

Orpea’s legal director signing minutes of RSS Seniors+, owned by Lipany

“This is a standard legal secretarial service,” Demoulin justified to IE, adding that she wasn’t Lipany’s representative.

As far as he’s concerned, Tribuno told IE that he was “not aware of the statements reported by RSS Senior+ and their correctness.”

A secret commission in Luxembourg 

In France, Lipany’s cash machine also covered up a secret commission paid to one of Orpea’s former brokers, Jean-François Remy.

For years, Remy was the group’s top independent negotiator in Northern France, securing the purchase of care homes, as well as licences from French authorities.

In 2011, Orpea paid him a €700,000 tip via Luxembourg in the form of a capital acquisition in Health Luxembourg Invest, one of Remy’s own companies.

At first, Brige SA bought 49% of the shares, but as an official subsidiary of the group, this takeover soon became too obvious. 

So in 2014, Lipany dug into its own pockets to relieve Brige of the suspicious stakes and plug the embarrassing gap they left in its accounts. 

Reached by IE, Remy confirmed the deal: “It represented half of a commission I received for securing the opening of an 80-bed care home, “La Demoiselle”, in Vouziers [North-East of France].”

Tribuno, on the other hand, recalls a different story.

“I am not aware of any commission,” he told IE. “Health Luxembourg Invest was acquired [49%] with the intention of developing new activities in Luxembourg.” 

But Investigate Europe tracked down this dubious transaction, which seems to corroborate Remy’s version. In a separate investigation to be published soon, we will delve deeper into the obscure world of Orpea’s intermediaries and their whopping commissions.

Lipany’s playground in Italy

Prior to its French expansion, it’s in Tribuno’s homeland that Lipany naturally took root. From the moment it entered the Italian market in 2009, Mesnard and Tribuno have sat on both sides of its collaboration with Orpea, steering assets towards Luxembourg.

From public records, Investigate Europe unearthed as many as 19 of Lipany’s Italian subsidiaries. The vast majority are working with Orpea and they even hold the real estate of six facilities, previously owned by the group, but curiously handed over to its secret partner.

As a result, Orpea pays rent to Lipany’s affiliates: over €5 million in 2020. If this wasn’t enough, the multinational also granted a €2.7 million loan to one of them, at a trifling interest rate of 0.1%. 

In another strange case, two companies mostly owned by Lipany (but where Orpea has a minority share) are managing the Cardinal Minoretti care home, nestled among the hills of Genoa. They allocate resources, charge patients, collect subsidies and invoice management fees. Yet, their mere existence is enigmatic, as the building was provided for free by the archdiocese and carers are employed by an Orpea-related cooperative.  

This peculiar cash flow never alarmed statutory auditors in charge of reviewing the accounts of all these companies. One reason could be that the prefered auditor trusted by both Orpea’s and Lipany’s subsidiaries, Marza Ferrara, is a long-term associate of Tribuno.

Born in 1970, Ferrara is the shadow of the Italian executive in all his businesses. She holds a 30% stake in his two Italian consultancies: Euro BKI and Bridge Kennedy International. 

This may constitute a conflict of interest whenever she assesses Tribuno’s bookkeeping for Orpea or Lipany.

“Such a situation should be assessed by the auditors themselves to make sure that it doesn’t compromise their independence, which is a fundamental requirement of auditing standards,” Luca Andrea Musso, a Milan-based chartered accountant, told IE. 

Tribuno assured IE that “no conflict of interest was identified,” insisting that “Ferrara is a professional.” Ferrara didn’t reply to questions sent by email. 

But this is not the most mysterious relationship between Orpea and Lipany. In the space of just eight years, they sold to each other 14 companies, quite often attached to real estate. These sales happened back and forth, sometimes just one year apart and with little business rationale other than ownership since prices were usually similar. 

Casamia Asti srl, owner of the eponymous care home, is a striking example of this puzzling ‘system’. In 2014, Orpea sold it to a subsidiary of Lipany for €5 million. Two years later, an Orpea subsidiary bought it back for €5.2 million. And in 2018, the same firm sold it again to Lipany for €5 million.

Confronted by IE, Tribuno argued that “all the transactions between Lipany and the Orpea Group have always been carried out with all the appropriate approvals by the respective bodies in charge of both groups, which have always acted with full knowledge of the facts.”

Who gave these approvals is uncertain, but in official sale deeds, Tribuno, his father Carlo and Mesnard have all represented Lipany and its subsidiaries. Quite often, Tribuno and Mesnard would also be Orpea’s officials on the other end of the deal.

A sale between Orpea and Lipany (via its subsidiary New Horizons). Mesnard granted Tribuno powers to represent Orpea, while Tribuno’s father represented Lipany

The analysis of Lipany’s accounts gives an idea of how much capital has flowed from the group into this parallel structure.

In its latest available filing for 2019, Lipany declared €92.9 million of assets, most of which are linked to nursing homes and residences run by Orpea across Europe. This is a significant estate, for a holding not officially associated with the multinational.

It’s no coincidence that Lipany was able to hoard all these riches: the company can count on some generous benefactors.  It owes no less than €94.4 million of debts, of which only €10 million were issued by banks, while the rest is defined as ‘other debts’. 

In other words, non-financial creditors not related to Lipany trusted it with multi-million loans. Who could be these benevolent lenders? Tribuno did not clarify the source of these millions to IE. 

“Lipany finances its activities through its own funds and third-party funds raised on the primary and secondary financial markets,” he simply said.

Still, these creditors enjoyed a nice return on their investment. Between 2015 and 2019, they cashed in €4.8 million in financial costs. And since Lipany never distributed a single dividend, its lenders are surely on the winning side of the scheme.

In spite of its worth, Lipany incurred losses of €1.5 million between 2010 and 2019. As a consequence, it coughed up less than €20,000 in corporate tax during that period. This trend is also true for all its affiliates around Europe. No matter their activities, they often escape taxes thanks to high management and consultancy costs. 

Although it’s required to submit accounts each year, the company failed to publish any after 2019. However, Italian documents seen by IE prove that Lipany continued its real estate enlargement with the purchase of a €2.6 million residential building in Milan.

The key role of Orpea’s financial director

Perhaps to keep suspicions at bay, Mesnard was never appointed on Lipany’s board. But wherever Tribuno’s name pops up in corporate files, his French colleague’s is never far. They often manage the holding’s myriad of subsidiaries together.

With the group since 1998, Mesnard became Orpea’s chief financial officer in 2007, the same year Lipany was registered. He was downgraded to financing director in 2021. In Italy, he’s had responsibilities in at least five firms fully owned by Lipany. 

Relevantly, he was entrusted with representing Lipany in three distinct sales with Orpea in 2018. 

“Mesnard and Tribuno have very good personal relations,” explains Jose Parrella, one of Orpea Italia’s former directors. “Tribuno only discussed the books with Mesnard and whenever Mesnard came to Italy, he would deal directly with Tribuno.”

The pair, he claimed in an interview with IE, would never let him near Lipany’s affairs, “There was a smokescreen around all of this.”

VAT cheating in Italy

Cheating the rules seems to be a common occurrence in businesses run by Mesnard and Tribuno. In Italy, they took part in a VAT scam that ruined an Orpea-related cooperative. Created in 2009, Esse Tre was an organisation in charge of recruiting carers and operating seven nursing homes, including some belonging to Lipany.

It was never formally part of the Luxembourg scheme, maybe because cooperatives must be controlled by their members rather than companies. But from the very start, the pair made it one of their own parallel structures. In registration papers, Esse Tre’s founders were Mesnard, Tribuno, his wife, his father, another relative and some of his business partners.

Regardless of its commercial activity, Esse Tre masqueraded for years as a social cooperative to pay a discounted 4% VAT. Since Orpea was its only client, both gained from this juicy rebate.

After the authorities discovered the con at the end of 2015, Esse Tre’s accounts revealed that it had to fork out over €600,000 just in penalties.

Consequently, the insolvent cooperative was liquidated in 2019 and Orpea offered €1.75 million to take over its activities. This goodwill was uncommonly high, considering that Esse Tre was only working for the multinational. 

Records show that Mesnard himself chaired the Orpea Italia board meeting that blessed the rescue of his broke cooperative. 

Prior to its financial downfall, Esse Tre spent a surprising €10 million on consulting services over nine years. 

Tribuno refused to clarify whether his own consultancies took some of that money. The cooperative’s management fees, he told IE, were paid under “normal market conditions for the services received.”

The Sant’Anna trial

IE’s revelations are landing at a difficult time for Tribuno. At the end of May, he will be standing trial for fraud and embezzlement for his role in an alleged scam at the Sant’Anna clinic in Liguria, a facility bought by Lipany in 2015. Tribuno is innocent until proven guilty.

Judges will look at fraudulent invoices wrongly charged to public health services for medical tests and ambulance journeys. Overall, more than €260,000 of taxpayers’ money was misused between 2012 to 2017, as per the prosecutor’s findings. 

The facts precede Tribuno’s arrival, but continued under his guise. 

Intriguingly, several Orpea executives turned up in Sant’Anna’s paperwork as representatives and administrators. Mesnard, Brdenk and Sartini all held brief mandates of three-month in the company between 2015 and 2016.

Both Brdenk and Sartini told IE that they knew nothing of the alleged fraud and that their short appointments existed because Orpea was initially keen to franchise the clinic. 

The idea was dropped and Tribuno continued to run it himself under Lipany’s own brand: Comfortcura, a health consultancy overseeing nine care homes, none of which are related to Orpea.

Some of Lipany’s direct shares in Italian companies (those marked 10% are still majority-held by Lipany via indirect shares)

A wealthy man

All this time spent expanding their employer’s empire didn’t stop Tribuno and Mesnard from feathering their own nests. In fact, they established quite an impressive investment portfolio, based on documents analysed by IE.

The ultimate proof of their friendship may even lie outside of Orpea. In France, the two partners have shared the equity of at least three companies, with no apparent link to the health sector.

When they registered these businesses in 2014, their purpose was the purchase of real estate in Paris and Versailles. Mesnard held 99% of their shares, while Tribuno had only 1%. Mesnard clearly didn’t need Tribuno’s 1% to incorporate these companies, hence, this unbalanced pattern suggests that the two partners may have shareholding agreements in other ventures.  

Tribuno told IE these investments were made in a “personal capacity” with “no connection to Lipany and Orpea.” 

As often with Tribuno, a lot of his assets are held from Luxembourg. In the Grand Duchy, he’s the registered owner, alongside a relative, of a firm called Ezine Invest SA. It was incorporated in 2004 by two familiar names: Beston Enterprises and Bynex International, the shell companies that also launched Lipany. In its latest accounts, Ezine Invest held over €6 million net worth of real estate in the UK.

In France, besides his personal ventures with Mesnard, Tribuno also owns Sara, a real estate company based in Paris. When it was registered in 2011, the Italian investor contributed properties in the French capital and in Nice that amounted to just over €1 million at the time.

The scheme’s far reach in Belgium and Germany

If Lipany is the main instrument of the scheme revealed by IE, it’s not the sole company serving its cause in Luxembourg. Orpea and Tribuno have exploited several other firms. 

The first was Scarano SA, incorporated in 2006 by the two usual suspects: Beston Enterprises and Bynex International. 

Scarano’s purpose was to enter the Belgian market, where it created Laurita Belgium in 2013. In defiance of local accounting rules, Laurita does not declare any subsidiary, despite owning at least RSS Seniors+ and its “erroneous” accounts.

In 2016, Lipany absorbed Scarano and dissolved it two years later. Nowadays, Lipany owns at least three subsidiaries in Belgium.

The second, Rodevita SA, was incorporated in 2016, just before Tribuno stepped down as Orpea Italia’s CEO. Its shareholding is divided between Tribuno, who owns 55% via an unknown holding, and Orpea, keeping the remaining 45% through Brige SA. 

Plainly put, shortly before the end of Tribuno’s mandate as CEO, the multinational decided to join a new venture where the Italian accountant would be the stronger partner. 

In 2018, Brige SA, under the directorship of Mesnard, bankrolled Rodevita with an interest-free loan of €20 million.

With its branches in Italy, Rodevita is now building at least four care homes on behalf of Orpea. 

As always, Lipany is never far. In addition to Rodevita, Tribuno founded a second firm via the Luxembourg holding. Named Health Invest, it gets its own chunk of the construction contracts signed with Orpea.

At the end of Tribuno’s tenure with Orpea Italia, the group also invited Lipany to the German market. In 2017, Orpea and Lipany’s network took over the shares of four Luxembourg companies attached to the real estate of German care homes. Only 5.2% of the equity ended up with Lipany, while Orpea took the rest. Why did Orpea include Lipany in this venture? 

These are only investments, Tribuno told IE.

More trouble for Orpea

Nothing can force Orpea to give answers to journalists. But with potential fresh probes looming, they may face more interrogations from investigators in the months to come. 

“Several people have already left the company,” Orpea announced when revealing its complaint for misuse of corporate assets earlier this month. “Investigations are underway and may lead to further departures.”

In January, public outrage pushed the company to fire its previous CEO, Yves Le Masne. The group’s former CFO, Mesnard, was already demoted to a secondary director’s position at the end of a scandal-ridden year in 2021. Is he now also on his way out? Another of IE’s questions left unanswered by Orpea.

Update (18.05.2022): After this story was published, Orpea publicly announced that Sébastien Mesnard left the group following our revelations.

Versions of this article have been published with our media partners Il Fatto Quotidiano, Mediapart, InfoLibre, Publico, Der Tagesspiegel , Trends and

Editing and contributions by: Manuel Rico (InfoLibre), Yann Philippin (Mediapart) and Elisa Simantke

Graphs and Illustrations: Joanna Kopacka and Federica Bonetti