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Case
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Reference no. IMD-7-1779
Published by: International Institute for Management Development (IMD)
Originally published in: 2016
Version: 09.06.2016
Length: 13 pages
Data source: Published sources

Abstract

This is part of a case series. Pedro Wongtschowski, CEO of Ultrapar, Brazil's second largest oil and petrochemical company, was rethinking the company's governance structure. At the annual general meeting, shareholders were scheduled to vote on a proposal to convert the firm's non-voting shares into voting shares, on a one-to-one basis. This would eliminate the firm's famous dual-class share structure. If approved, the company would become part of the Novo Mercado, Brazil's stock market segment with the highest standards of corporate governance. And the transaction would turn Ultrapar into the largest Brazilian company without a defined controlling shareholder. This was an unprecedented move. The unification of shares would perhaps be good for future growth and professionalization, with all shareholders becoming partners with equal rights. But changing to a one-to-one basis without any premium to the controlling shareholders was unusual, and could be difficult to explain to the market. If approved, this Novo Mercado proposal would also imply that all shareholders would become partners with equal rights. Would this be the right time for such a move?
Locations:
Industries:
Size:
Large
Other setting(s):
2012-2014

About

Abstract

This is part of a case series. Pedro Wongtschowski, CEO of Ultrapar, Brazil's second largest oil and petrochemical company, was rethinking the company's governance structure. At the annual general meeting, shareholders were scheduled to vote on a proposal to convert the firm's non-voting shares into voting shares, on a one-to-one basis. This would eliminate the firm's famous dual-class share structure. If approved, the company would become part of the Novo Mercado, Brazil's stock market segment with the highest standards of corporate governance. And the transaction would turn Ultrapar into the largest Brazilian company without a defined controlling shareholder. This was an unprecedented move. The unification of shares would perhaps be good for future growth and professionalization, with all shareholders becoming partners with equal rights. But changing to a one-to-one basis without any premium to the controlling shareholders was unusual, and could be difficult to explain to the market. If approved, this Novo Mercado proposal would also imply that all shareholders would become partners with equal rights. Would this be the right time for such a move?

Settings

Locations:
Industries:
Size:
Large
Other setting(s):
2012-2014

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