Succession | Corporate governance

EDUCATION

STRATEGIC, ORGANIZATIONAL AND SOCIETARY DIRECTION AIMING AT PERPETUATION OF EDUCATION INSTITUTION BY DEMANDS OF THE PARTNERS.

DEMAND: Traditional and successful primary, secondary and high school, with several units and many thousand students, was run by a group of founding partner teachers. Their concern was how to ensure the institution's perpetuity, after gradual retirement and withdrawal of members. The current rule for the institution itself to acquire quotas was unworkable due to financial limitations and because this would end up extinguishing the company. On the other hand, making quotas hereditary would disfigure the logic of the labor society.

SOLUTION: The multidisciplinary team of Orchestra - Soluções Empresariais, including legal-tax-corporate and governance support, designed and implemented an organizational and corporate restructuring, supported by a competent shareholders agreement, regulating aspects of management and qualification, leaving and entering society in terms of value, profile and veto rights, strategic definitions of action, etc.

OUTCOME: Without prejudice to the identity and qualitative educational focus, the adequate professionalization and governance allowed the expansion of 50% in 3 years, being a successful institution until today, after several changes of shareholding members.

KNITED FABRICS

SOLUTION OF SHAREHOLDERS’ CONFLICT, THROUGH INTERIM MANAGEMENT, FOR RESTRUCTURING AND PROFESSIONALIZATION, AT CONTROLLING PARTNER’S INITIATIVE.

DEMAND: Family business with thirty-five years of existence, lost its leader and largest shareholder, holding 60% of the capital. The remaining partners, the widow and her brother-in-law, disagreed about the future and conduct of the company, creating unsustainable friction. The widow sought a solution to the conflict.

SOLUTION: Detailed analysis of the company and the partners’ relationship carried out by the Orchestra - Soluções Empresariais team, including auditing and corporate law, recommended and promoted the company's spin-off, in proportion to the shareholdings - 60% for the widow (who kept the brand) and 40% for the brother-in-law. In sequence, members of our team temporarily took over the management of the original company, occupying the CEO position and industrial, commercial and financial departments, defining the new organizational structure, besides management and control procedures, plus modernizing operations. Throughout the process, the widow's heirs remained in “assistant” positions for training.

OUTCOME: After seven months of interim management, with 38% higher revenue, being 23% higher per employee and expenses reduced by 27%, the new structure was ready and the family took over the supervision of its business, without monitoring, with a new team of professionals under his command, including a qualified CEO  externally identified by us, selected and integrated.

PLASTIC

PROFESSIONALIZATION AND CORPORATE GOVERNANCE, STRATEGY, MANAGEMENT AND WEALTH SUCCESION, AT PARTNERS’ INITIATIVE.

DEMAND: Two brothers, in the position of controllers and directors of a plastic processing company in a good and profitable situation and societal-family harmony, had doubts about what to do, both in the strategic, financial, commercial and organizational sense. This included a concern with the continuity of the business and how to properly deal with the presence and future of the 5 heirs of the 3rd generation, of whom 4 worked at the company.

SOLUTION: Comprehensive diagnosis conducted by a team of associate consultants from Orchestra - Soluções Empresariais, supported by accounting, legal and people associates, identified the operational, organizational, controls and training deficiencies that would make the alleged longevity unfeasible. Consultative monitoring was implemented by our associated team, including its member and chairman position in an Advisory Council that was created, in addition to the support in the areas of people and recruitment, corporate, labor and accounting outsourcing. As a result of formal strategic planning, the entire commercial structure was modernized in Brazil and abroad. An external executive director took over the operational command. The entire succession process was regulated, including the creation of holding companies, the formalization of a shareholders' agreement and a code of conduct. Two heirs had their careers rerouted externally.

OUTCOME: Revenue grew by 40%, consolidating the leadership in Brazil, profit and Ebitda doubled, the ever not worrying indebtedness fell by 50% and the company is undergoing strong international expansion.