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%.