There are certainly many subtleties, but here are a few things that I have learned from my studies in economics and from what I have understood on my own.
When there is a bankruptcy, the most important element taken into account when there is a recovery is: "Will the jobs currently in the company remain or will there be dismissals?
Belgium has a specifity statut for these cases
Please note that Belgium has an excellent textbook case to explain the stakes and stamps of a bankruptcy.
French
https://fr.wikipedia.org/wiki/Fortisgate English's google
https://translate.google.com/translate? ... Fortisgate
The percentage owned by the founder / CEO is mostly not taken into account. Most of the time it is taken into account when there is a friendly acquisition / merger. One way to avoid being placed under guardianship is sometimes to increase capital, but when it comes to this, it is often too late.
Afterwards, the trustee must first pay back the creditors. Then the companies from whom the bankrupt company purchased products, and only then the customer who purchased in pre-order.
If there is not enough to repay the creditors, we try to respect the pro rata as much as possible.
On a debt of $1,000, suppose one person has lent €800 and another €200, they are entitled to 80% and 20% of the sum due respectively.
If, for example, there is only $500, the person with the higher amount has priority. In this way, the person who has lent "only" $200 will receive nothing, since the person with $800 gets the entire amount back.
Once there is not enough cash left to pay everyone back, only then are the buildings, objects and other assets of the bankrupt company "sold".
Thus, the curator makes a public offer to see how many companies are interested.
There is often a period of 1 to 6 months for them to manifest themselves.
Once the period has elapsed, the curators look at which companies are best suited to take over the activities.
Thus, it must pay attention to the following elements :
- Will the jobs be kept?
- Does the buyer have debts?
- Is its activity sustainable? A company that does not have or create debts is preferred for the purchase in question.
- Is the corporate purpose of the company being taken over similar to the one being purchased? Coca Cola may buy easier a soft company that a bank company.
- Can the purchase of the company jeopardize the purchasing company?
Once all the offers have been taken into account, an "opinion" is requested from the board of directors and the shareholders with an exceptional general meeting.
It should be noted that in Belgium, at this stage, the state has priority over the shareholders' decision.
Once the takeover bid has been accepted, shareholders have a choice:
- Keep the old shares; they are automatically transformed into "new shares".
- Sell their shares
Concerning these points, I don't know how the trade-in value is calculated.
If there is no buyer for the whole company, the various buildings, objects and other items are offered for public auction.
In this case, we look at whether companies are interested in a part of the goods. Only then is the general public entitled to buy something.
With regard to the offer value of the takeover, the following must be taken into account:
- What is the stock market value of the company at time T?
- Once everyone has been reimbursed, what is the total value of the remaining goods and building ?
- How much money is needed to pay off the remaining debts ?
- How much does it cost to be sufficiently interested?
It should be noted that in most cases, if the company under guardianship does not have a shareholder meeting in this case, the purchasing company must hold one.
It is at this stage that we think about how to make the purchase :
- Paying with company cash
- Issuing new bonds
- Issuing new shares
- Make a public exchange offer. For example : give an action of the new company with 4 from the old one.
I hope this will help. Of course, things can change depending on the situation.
