Eureka Case 30 min Undergrad

El Pacto Familiar

You are Núria Bofill-Pou, 47, CFO of Bofill Embalatges S.A. — a 92-year-old Catalan packaging group your great-grandfather founded in Igualada in 1934. Last Friday, the cousins from the Manresa branch sent a letter. They want out. The shareholders meeting is in eight weeks.

The situation

Bofill Embalatges is the second-largest corrugated-cardboard converter in Catalonia. €240M revenue, 8.2% EBIT margin, €18M annual net income, modestly leveraged (net debt / EBITDA = 1.1×). Four family branches descend from your great-grandfather: Igualada (your branch, 38%), Vic (24%), Sant Cugat (22%), and Manresa (16%). 27 family shareholders total across three living generations.

For six decades the family followed an unwritten understanding: shares stay in the family, dividends are conservative, the firm reinvests. The understanding has cracked. The Manresa branch — five cousins your father's age, now in their late sixties, none working in the firm for a decade — sent a formal letter demanding either (a) an exit at fair value, or (b) a court-supervised valuation. Their lawyer is Camprubí & Asociados of Barcelona, who specialise in family-firm shareholder disputes. The letter cites artículo 348 bis of the Spanish Companies Act: the minority-shareholder right to demand a buyout when dividends are below 25% of distributable profit for five consecutive years. Bofill's average payout is 14%.

Your job in this case: propose a liquidity-and-dividend architecture to the board (your father, Vic-branch uncle, Sant Cugat aunt). Model the cash and ownership implications of three mechanisms, pick one, and prepare to present it at the family assembly. The shareholders meeting decides whether Bofill stays a single-shareholder-class firm or starts breaking apart.

The decision

What architecture do you present?

  • A · Hermès-style family pact + staged Manresa buyout
  • B · Treasury buyback at internal NAV
  • C · Inditex-style dividend formula + open the door

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