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Corporate, Shareholder Buyouts and Valuation

Technical assistance in the partial dissolution of a company and valuation of a withdrawing shareholder's interest

Technical support for the sale of an equity interest and the valuation of a withdrawing shareholder's stake in a manufacturer of canned foods.

The Client's Request

The founder's family of one of Brazil's largest manufacturers of canned foods sought technical advisory support for the fair sale of its equity interest, in a scenario involving the partial dissolution of the company. The principal challenge was limited access to the documentation needed for an accurate valuation of the company and of the interests involved, which called for an advisor experienced in the valuation of withdrawing shareholders' interests in both out-of-court negotiations and court proceedings.

How SGEx Approached It

SGEx took part in the technical meetings of the out-of-court negotiation to assess the company's valuation, identifying discrepancies in the values proposed by the controlling shareholders for the purchase of the minority shareholder's interest. When that phase did not succeed, SGEx prepared an accounting opinion for a proceeding to preserve evidence and was appointed technical assistant in the subsequent action for partial dissolution of the company, in which the amounts under discussion were in the order of R$ 70 million. During the negotiation, errors and omissions were identified that had understated the company's valuation; in the judicial phase, the technical opinion presented evidence indicating conflicts of interest and benefits extended to companies affiliated with the controlling shareholders, to the detriment of the minority shareholder.

Results

The proceeding to preserve evidence was granted, with a court order requiring the company to produce all of the documents requested by the minority shareholder, supported by the technical opinion prepared by SGEx. The matter remains ongoing.

Next Step

Request an Analysis

Describe the technical question, the context in which it arose, and the documents available. This information lets SGEx assess the scope of the work before any proposal.