Roundtable on the WHOA

The WHOA roundtable last Oct. 7 generated a lot of excitement among attendees.

The mixed group of interim CFOs from Mandaat (part of JBR Interim), interim CEOs from JBR Interim Executives, investment managers from Private Equity and some corporate finance consultants were interactively taken through the practice of the Homologation Private Agreement Act (WHOA). Professor Rolef de Weijs and Joost de Vries of the JBR Institute presented both the financial and legal aspects, seeking out the extremes in the possible outcomes and immediately sparking discussion with the 35 attendees. Questions such as 'who can submit a proposal to the court', 'what conditions must a proposal to be approved satisfy, both financially with regard to the relationships on the liabilities side of the balance sheet, and legally with regard to the position that shareholders may occupy in relation to the directors' were presented to those present and then explained, supported by examples.

However, the real spectacle came afterwards in the form of a business game where the objective was to conclude a WHOA agreement within the elaborated sample case. Thereby the attendees were divided in 2 parallel games to 4 groups of stakeholders; directors/shareholders, the bank, bondholders and creditors. After 15 minutes of intensive negotiations and (re)considering their own position, the directors/shareholders of 1 of the 2 groups were able to submit a WHOA agreement to 'the court' in the person of Rolef de Weijs. The other group had failed to do so and was thus heading for bankruptcy. The last fifteen minutes of the formal session were spent discussing the agreement and checking it against the law. It was clear that realizing a WHOA agreement is no easy task, but that if it is successful and bankruptcy can be avoided, all stakeholders will be better off than if they went bankrupt!

The after-dinner discussion during the walking dinner at the beautiful location of the Tree Center in Baarn was certainly as animated as the discussions and negotiations during the formal part. Different scenarios were held up to the light and real-life examples from the attendees were used to substantiate the different points of view.

All in all, we look back on a substantively strong workshop with active input from all attendees and are pleased that we were able to hold another live event after more than a year and a half. Thanks to both speakers and all attendees, herewith the promise that we will organize another event soon!