"We are ultimately inclined to conclude the consortium agreement represents a suitable and certain path to resolving a long-standing and prospectively consequential impasse," Glass Lewis said in a note seen by Reuters.

Atlantia has called a shareholders vote on May 31 over the proposed sale of its 88% stake in its Autostrade per l'Italia unit to the consortium which also includes funds Blackstone and Macquarie.

(Reporting by Stephen Jewkes; editing by Agnieszka Flak)