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Roundtable on the WHOA

October 26, 2021

The WHOA round table held last October 7 stirred up a lot of excitement among those present. 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 taken through the practice of the Law on the Homologation of Underhand Agreements (WHOA) in an interactive way. Professor Rolef de Weijs and Joost de Vries from the JBR Institute presented both the financial and legal aspects, looking for the extremes in the possible outcomes and immediately triggering discussion with the 35 attendees. Questions such as 'who can submit a proposal to the court', 'what conditions must a proposal for approval meet; both financially with regard to the ratios on the liabilities side of the balance sheet, and legally with regard to the position that shareholders can take in relation to directors' were presented to those present and then explained, with examples.

The real spectacle, however, came in the form of a business game in which the objective was to conclude a WHOA agreement within the detailed example case. The attendees were divided into two parallel games with four groups of stakeholders: directors/shareholders, the bank, bondholders and creditors. After 45 minutes of intensive negotiations and (re)considering their own position, the directors/shareholders of one of the two groups were able to present a WHOA-agreement to 'the court' in the person of Rolef de Weijs. The other group was not able to do so and was heading for bankruptcy. The last fifteen minutes of the formal part were spent discussing and testing the agreement against the law. It was clear that realising a WHOA agreement is no sinecure, but that if it is successful and bankruptcy can be avoided, all stakeholders are better off than in the event of bankruptcy!

The discussions during the walking dinner at the beautiful location of the Bomencentrum in Baarn were just as animated as the discussions and negotiations during the formal part. Different scenarios were discussed and examples from the field were used to support the different points of view.

All in all we can look back on a strong workshop with an active contribution of all attendees and we are happy that we could organize a live event again after a year and a half. With thanks to both speakers and all attendees, we promise to organize another event soon!



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