You are Pablo Mendizábal-Lasarte, 49, CEO of Mendizábal Hoteles, the 38-hotel mid-market chain your parents started in 1986. Last Tuesday your brother Javier — your 50/50 partner, who has not worked in the firm since 2019 — emailed asking when his €350k/year "consulting fee" will resume. You replied: "we need to talk." The board meets in three weeks.
The situation
Mendizábal Hoteles operates 38 mid-market hotels (3- and 4-star, 60–140 rooms each) across central Spain, with concentration in Madrid, Toledo, Salamanca, and the Sierra. €128M revenue 2025, €19M EBITDA, modestly leveraged. Founded by your parents in 1986. After your father's death in 2009, you and Javier inherited 50/50. Until 2019 you both drew identical "consulting fees" of €350k/year regardless of who did what — by family agreement.
Then COVID. €18M of emergency capital was required in 2020–2021. You guaranteed €6M of new bank facility personally; you injected €1.2M of your own money to keep the holding's investment-property covenants from breaching. Javier, who had moved to Marbella in 2018 and was running a small wine-export business there, declined to inject any capital or sign any guarantee. "I can't, my own firm needs me." The €18M closed via state ICO guarantees + your personal exposure. Javier kept drawing €350k for two more quarters then accepted suspension. Five years later the firm has recovered: 2025 EBITDA above 2019. Now Javier wants the consulting fee to resume "as before." You think the COVID period changed what "before" means.