Article

10.22167/2675-6528-20230131

E&S 2024, 5: e20230131

Elker Willians Arruda Campos Savi e Jorge Luiz de Santana Júnior

The valuation is a management tool that plays a crucial role in analyzing a company’s value, considering various factors ranging from financial performance to growth potential and the company’s market position. In addition to assisting in strategic decision-making, valuation is also fundamental in resolving conflicts between partners and shareholders. By providing detailed and transparent information, valuation allows for fair and objective addressing of issues such as profit distribution, stock sales, and other essential aspects⁽¹⁾.

Conflicts between partners and shareholders are part of the routine of many companies, arising from disagreements about business strategies, corporate governance, and succession, among other factors. These conflicts can impact the company’s performance, affecting its reputation and attractiveness to investors. When estimating the company’s value, the valuation technique helps in decision-making in these scenarios, as its key indicators can align interests and establish goals and strategies based on the company’s value and growth potential⁽²⁾.

Financial and economic indicators, including net income, free cash flow, revenue, profit margin, and net worth, are essential in evaluating a company. Metrics such as EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), which reflects profitability before the deduction of non-operating expenses, P/E (Price-to-Earnings Ratio), which compares the current stock price to its earnings per share, NPV (Net Present Value), which calculates the present value of a series of future cash flows discounted at a specific rate of return, and IRR (Internal Rate of Return), which estimates the rate of return of an investment based on expected cash flows over the investment’s useful life, should also be considered. The combination of these indicators with external factors allows for an in-depth analysis of the company and the market, enabling an accurate valuation of the company’s worth. In addition to indicators, the company’s market position, competition, industry regulation, and the global economy are relevant factors for valuation. These elements are crucial for valuation and require it to be performed based on a detailed analysis of the company and the market in which it operates. It is important to note that different companies may require different indicators and valuation methodologies.

The objective of this study is to explore the importance of valuation and corporate contracts that provide for the company’s valuation methodology in the event of a partner’s exit. These tools are capable of promoting transparent and effective management of conflicts between partners and shareholders, especially in situations of partial dissolution of limited liability companies. The study involved bibliographic research, including relevant literature and current legislation, documentary analysis, and the use of accounting records from a technology company based in São Paulo with operations throughout the country, during the period from 2019 to 2022. Furthermore, the research examined trends in the Brazilian business market. The analysis had an empirical approach, using case studies and judicial decisions related to the partial dissolution of limited liability companies.

Three judgments in progress at the Court of Justice of the State of São Paulo were analyzed: 2022.0000655440, 2022.0000846766, and 2023.0000415235, which had as their background the analysis of social contracts that lacked specific provisions, as evidenced by the first case, whose contract mentioned only an “extraordinary balance sheet”. However, it would be appropriate to establish that, in the event of a partner’s withdrawal, the quotas of the withdrawing partner would be determined through a valuation process. This process should be conducted by a company or professional specialized in business valuation. The lack of clarity in these contracts can lead to disputes between partners; the absence of specific provisions can generate uncertainties detrimental to the company’s reputation. Therefore, the importance of clear and objective drafting of social contracts, along with regular valuation assessments, is emphasized to mitigate the risks of conflicts and losses for withdrawing partners.

The literature review was conducted through the search and critical analysis of published materials, ensuring a solid and well-founded basis for the development of the study. Following the guidelines of Gil (2018)⁽³⁾, the literature review was carefully selected according to the relevance of the topic addressed. The target audience of the study encompasses companies from all segments.

Documentary research consists of the analysis of documents that report facts or events relevant to the study⁽³⁾. In this case, accounting documents and records of the technology company object of the study were analyzed, as a way to understand its reality and the challenges it faces.

The collection and analysis of the accounting records of the company investigated in the study allowed for a view of its financial operations, aiding in the understanding of how valuation could be applied and how it could contribute to management and conflict resolution. Furthermore, the analysis of the national business market and its trends provided a perspective on the conditions and challenges faced by companies in all segments. By using this diversified approach, this study aimed to achieve a comprehensive and well-founded understanding of the role of valuation as a management and conflict resolution tool in companies, based on reliable sources, data from the studied company, and analysis of the theory on the subject. The development stages of this research were presented in Table 1, considering the combination of different approaches used to obtain relevant information.

Table 1 – Development stages of the Research

Step	Description
1	Identification of the main clauses of the social contract
2	Identification of the tax system
3	Identification of the company’s opportunity cost
4	Demonstration of the main value indicators
5	Demonstration of company value by the Stern Stewart model
6	Demonstration of company value by discounted cash flow
7	Demonstration of the new social contract clause in compliance with decisions in higher courts.

The analysis of indicators allowed for the evaluation of the company’s financial and asset situation during a partial dissolution process. The preliminary results of the study highlighted the importance of transparency and the precise definition of financial indicators in the companies’ articles of association. The absence of specific provisions can lead to conflicting interpretations and disputes among partners, as highlighted in the three rulings pending before the Court of Justice of the State of São Paulo: 2022.0000655440, 2022.0000846766, and 2023.0000415235. In these cases, the lack of information in the articles of association regarding the calculation of the company’s value at the time of partner withdrawal resulted in the exclusion of the withdrawing partners from future profits, based on the accounting criterion of asset valuation.

It is relevant to emphasize that the determination of the value of the withdrawing partner’s quotas, through the judicial liquidation balance sheet, may present some limitations and potential losses to this partner. Based on these cases, this study demonstrated the potential prejudice that could affect the withdrawing partner during the partial dissolution process of a limited liability company. For this purpose, different approaches were considered, including the liquidation of quotas by liquidation balance sheet, the valuation of the company by the Stern Stewart model (a method that measures the economic value of the company in relation to the cost of capital), the application of the discounted cash flow model, in addition to other aspects that can be incorporated for conflict mitigation during the partial dissolution process.

In this context, the liquidation balance sheet takes the form of an essential accounting tool to determine how assets and liabilities will be treated and distributed among stakeholders. In essence, it provides a clear and precise view of the company’s financial health at the time of liquidation, which is of vital importance both for those involved and for legal and regulatory purposes.

It is important to note, however, that the liquidation balance has some limitations. Although it provides a clear picture of the company’s assets and liabilities, it does not take into account the cash perspective and does not contemplate the concept of economic profit, which is fundamental for evaluating a company’s long-term financial performance.

Therefore, although the liquidation balance sheet is a valuable tool for determining the distribution of assets and liabilities in a winding-up scenario, its limitations, especially the lack of consideration for future economic profits, can result in a distorted representation of the company when the intention is to continue its operations. Tables 2, 3, 4, and 5 list the financial statements of the company under analysis.

Table 2 – Company Assets (in R$)

Account description / year	4	3	2	1
Asset	73.249.610	56.338.865	55.405.129	57.748.104
Current Asset	7.512.398	3.780.162	6.224.283	7.379.307
Available	302.897	1.074.607	672.808	2.836.686
Clients	4.203.305	2.629.276	2.502.426	1.751.439
Other credits	203.555	76.278	1.670.358	1.496.788
Stock	2.802.641	0	1.378.690	322.329
Non-current asset	65.720.545	52.542.036	49.165.723	50.368.797
Long-term realizable asset	44.748.096	33.062.184	32.119.770	39.261.241
Investments	130.769	130.769	130.769	0
Fixed asset	20.458.589	18.965.993	16.532.093	10.932.238
License of use	383.091	383.091	383.091	175.318
Permanent asset	16.667	16.667	15.123	0
Deferred asset	0	0	0	0

Table 3 – Company Liabilities (in R$)

Account description / year	4	3	2	1
Current Liabilities	8.101.487	9.444.763	17.659.921	6.717.602
Loans and financing	4.813.965	5.506.036	12.893.488	4.376.773
Suppliers	2.071.076	3.351.830	4.290.486	1.976.434
Tax obligations	556.277	380.901	252.706	190.198
Labor and social security obligations	243.014	188.706	206.181	142.492
Other obligations	17.060	17.060	17.060	31.706
Dividends and JCP	400.096	0	0	0
Non-current liabilities	55.939.158	39.949.153	30.179.913	43.066.296
Loans and financing	13.650.681	10.162.908	334.397	6.046.678
Other obligations	1.127.736	184.414	243.686	298.281
Future revenues	41.160.742	29.601.754	29.601.831	36.721.351
Net worth	9.208.965	6.944.949	7.565.294	7.964.206
Share capital	3.846.154	3.846.154	3.846.154	3.846.154
Retained earnings	3.462.627	3.462.627	3.462.627	3.462.627
Retained earnings	1.900.184	363.301	256.513	655.425

Table 4 – Exercise Result (adjusted, in BRL)

Adjusted EBITDA	4	3	2	1
Net Revenue	27.488.753	29.201.452	24.284.301	17.978.847
(-) NPV	1.070.336	2.751.405	2.987.290	3.069.649
Gross Profit	26.418.418	26.450.048	21.297.011	14.909.197
(-) Optional expenses.	16.712.884	21.949.983	18.428.494	11.934.406
(+) Other revenues p.	1.348.003	513.602	535.112	16.428
EBITDA	11.053.536	5.013.667	3.403.629	2.991.220
(-) Depreciation	2.777.760	2.826.473	1.809.166	1.369.923
EBIT	8.275.776	2.187.194	1.594.462	1.621.297
(-) Net Income Tax Provision	2.404.832	942.060	954.458	562.378
RESTRICTED NOPAT	5.870.944	1.245.134	640.004	1.058.919
(+) Net Financial Revenue IR	42.931	3.905	22.090	59.976
BROAD NOPAT	5.913.875	1.249.039	662.094	1.118.895
(-) Net Financial Expenses IR	1.747.379	517.519	203.674	314.446
Non-operating expenses	3.344	0	0	0
Non-operating revenue	44.499	0	4.729	47.017
NET PROFIT	4.207.651	731.520	463.149	851.467

Table 5 – Depreciation, CAPEX and Distributions (in R$)

Year	4	3	2	1
Depreciation	2.777.760	2.826.473	1.809.166	1.369.923
CAPEX	4.671.130	5.257.917	7.711.231	3.679.097
Distributed profit and dividends	526.190	2.006.088	842.616	983.394

Based on the previously mentioned data and after carrying out the due verifications through the closing balance sheet, it was possible to ascertain that the company held a share capital in the amount of R$ 3,846,153.85, in addition to having profit reserves in the amount of R$ 3,462,627.30 and accumulated profits of R$ 1,900,183.75. Thus, the company’s net worth/ shareholder equity in year 4 totaled the figure of R$ 9,208,964.90, considered as the amount available for liquidation (Table 6).

Table 6 – Liquidation Balance Results (in R$)

Year	4	3	2	1
Share capital	3.846.154	3.846.154	3.846.154	3.846.154
Retained earnings	3.462.627	3.462.627	3.462.627	3.462.627
Retained earnings	1.900.184	363.301	256.513	655.425
Total settlement	9.208.965	7.672.082	7.565.294	7.964.206
Partner A’s capital share = 50%	4.604.482	3.836.041	3.782.647	3.982.103
Partner B’s capital quota = 50%	4.604.482	3.836.041	3.782.647	3.982.103

Given that each partner owned 50% of the capital shares, the distribution of the amount available for liquidation, totaling R$ 9,208,964.90, would be R$ 4,604,482.45 for each partner in year 4. This division reflected the equity established in the articles of association, but the model did not consider future profit projections, focusing on historical metrics.

The Stern Stewart model, known as EVA (Economic Value Added) Assessment, is a valuation approach that measures the economic value generated by the company in relation to its cost of capital. Developed by Joel Stern and G. Bennett Stewart III, it uses indicators such as NOPAT (Net Operating Profit After Tax), Invested Capital (Invested Capital), and the Capital Asset Pricing Model (CAPM) to estimate the cost of equity (Ke), considering risk. The main CAPM formula is expressed by:

Ke = Rf+βi(Rm−Rf)

The expected return of the asset [Ke] is the compensation required by investors when investing in a specific asset. The risk-free rate (Rf) reflects the expected return of a risk-free investment, associated with U.S. Treasury T-Bonds. The market risk premium (Rm – Rf) compensates for market risk, being the difference between the expected market return and the risk-free rate. Beta (βi) measures the asset’s volatility relative to the market; a beta greater than 1 indicates higher volatility, and a beta less than 1 indicates lower volatility. In summary, the cost of equity expresses the minimum rate of return that justifies accepting an investment⁽¹⁾.

The cost of third-party capital, or cost of debt, is equivalent to the current cost incurred by the company when obtaining loans in the market. It represents the market opportunity cost of third-party resources (onerous debt) used in financing investments, being basically determined by a specific formula.

Ki​ = Rf​+(Credit Spread)+(Tax Benefit)

The Weighted Average Cost of Capital (WACC – Weighted Average Cost of Capital) is the minimum rate of return a company must achieve to add value for its shareholders. This metric reflects the total cost of financing, considering the weighting of the mix between debt and equity, representing the rate expected by investors.

EVA is the central metric of the Stern Stewart model, calculated by subtracting the cost of capital from NOPAT. EVA indicates the economic value created by the company in relation to the cost of invested capital, being positive when the company generates value and negative when it fails to overcome the cost of capital.

MVA (Market Value Added) is a metric that compares the company’s market value to the capital invested, indicating whether the company creates or destroys value for shareholders. A positive MVA reflects an valuation above the invested capital, while a negative MVA indicates the opposite. The Stern Stewart model is useful as it focuses on financial measures linked to shareholder value creation, encouraging decisions that increase EVA. Generally, it is used in conjunction with other valuation approaches. Table 7 analyzes the company object of this study based on the Stern Stewart method.

Table 7- Company valuation by the Stern Stewart model

Profitability	4	3	2	1
Operational return on investment	21%	6%	3%	6%
Operating margin	21%	4%	3%	6%
Investment turnover	101%	77%	86%	102%
Return of asset	6%	1%	1%	1%
Net margin	15%	3%	2%	5%
Asset Turnover	38%	52%	44%	31%
ROE	46%	11%	6%	11%
ROI	8%	2%	1%	2%
Gain leverage	38%	8%	5%	9%
Payment	13%	274%	182%	115%
Ki GROSS	13,34%	5,80%	3,84%	4,62%
Net profit IR	8,80%	3,30%	1,54%	3,02%
Ke	16,96%	14,68%	14,68%	14,68%
WEIGHT CAP. THIRD	66,72%	69,29%	63,62%	56,69%
OWN WEIGHT CAP.	33,28%	30,71%	36,38%	43,31%
P/PL	200,51%	225,62%	174,85%	130,88%
WACC	11,52%	6,80%	6,32%	8,07%
b NOPAT (reinvestment)	-34,55%	294,32%	799,53%	10,14%
g NOPAT (growth)	-2,77%	6,50%	9,24%	0,19%
EVA	2.683.751,1	(291.981,2)	(674.340,2)	(424.761,4)
MVA (Goodwill) – Stern Stewart Model	23.302.347,9	(4.295.599,1)	(10.668.194,0)	(5.264.183,5)
Vo – company value – Stern Stewart Model	50.975.958,2	18.318.293,9	10.124.985,5	13.123.473,9

As shown in Table 7, the Stern Stewart model analysis reveals robust financial results. The EVA reached R$ 2,683,751.10, indicating profits that exceeded investor expectations. The MVA (Market Value Added), or Goodwill, reached R$ 23,302,347.87, demonstrating the company’s ability to create shareholder value over time.

Furthermore, the company’s value, calculated using the Stern Stewart Model, was R$ 50,975,958.17, reflecting the market valuation based on financial statements and performance, surpassing the liquidation balance. Considering that each partner held precisely 50% of the capital shares, each would receive R$ 25,487,979.09 in year 4. This division reflected the equity in the company’s articles of association, ensuring equal participation in the liquidation process.

Table 8 – Distribution of quotas based on the Stern Stewart model (in BRL)

Year	4	3	2	1
Vo – Company Value – Stern Stewart Model	50.975.958	18.318.294	10.124.986	13.123.474
Partner A’s capital share = 50%	25.487.979	9.159.147	5.062.493	6.561.737
Partner B’s capital quota = 50%	25.487.979	9.159.147	5.062.493	6.561.737

The positive indicators of the Stern Stewart method reflect the company’s solid financial health and its proven ability to create value. However, these results should be interpreted in a balanced way, considering other analyses for a complete understanding of the financial condition. Although the Stern Stewart method is valuable for short-term valuations, it has notable limitations in the long term and in the evaluation of external factors. The Discounted Cash Flow (DCF) method incorporates the temporal element, being more suitable for long-term valuations and strategic investment decisions.

FCF is considered a reliable approach to determine a company’s value. Its robustness lies in its ability to calculate expected future cash flows, considering the associated risk. This method is respected due to its robust financial foundation and careful consideration of cash flow projections. The basic premise of FCF is that a company’s value is related to its future financial benefits. Future cash flows are projected and discounted to present value using a discount rate, based on the weighted average cost of capital (WACC).

The method allows for future company expectations to be considered, taking into account growth, risks, and relevant factors. However, it relies on forecasts and estimates, introducing uncertainty into the valuation. It is essential to perform a careful analysis of projections and use appropriate discount rates.

Table 9 – Free cash flow of the company (in R$)

Year	4	3	2	1
(-) NPV	1.070.336	2.751.405	2.987.290	3.069.649
Gross profit	26.418.418	26.450.048	21.297.011	14.909.197
(-) Operating expenses	16.712.884	21.949.983	18.428.494	11.934.406
(+) Other operating revenues	1.348.003	513.602	535.112	16.428
EBITDA	11.053.536	5.013.667	3.403.629	2.991.220
(-) Depreciation	2.777.760	2.826.473	1.809.166	1.369.923
EBIT	8.275.776	2.187.194	1.594.462	1.621.297
(-) Net Income Tax Provision	2.404.832	942.060	954.458	562.378
NOPAT – OPERATING CASH FLOW – OCF	5.870.944	1.245.134	640.004	1.058.919
Depreciation	2.777.760	2.826.473	1.809.166	1.369.923
Capex	4.671.130	5.257.917	7.711.231	3.679.097
Working capital investment	-3.921.978	1.233.173	-785.042	-2.201.791
(=) FREE CASH FLOW OF THE COMPANY – FCDE	7.899.552	-5.245.956	-6.286.185	-418.387

The Free Cash Flow (FCF), or Fluxo de Caixa Livre, represents the money available after a company finances operational and capital expenditures. In the Discounted Cash Flow (DCF) model, FCF is crucial for estimating the present value of future cash flows. It is calculated by subtracting operational and capital expenditures (Capex) from operational cash inflows, reflecting the company’s ability to generate cash after meeting its needs. The higher the FCF and the lower the discount rate (WACC), the higher the company’s present value will be. WACC is crucial in company valuation, representing the minimum rate of return to create shareholder value. In the analyzed case, the WACC is 11.52%. Strategic financial management, aligned with WACC, plays a crucial role in decision-making and maximizing investor returns, as shown in Table 10.

Table 10 – Capital Structure

Description	Year 4
Ki GROSS	13,34%
Net profit IR	8,80%
Ke	16,96%
WEIGHT CAP. THIRD.	66,72%
OWN WEIGHT CAP.	33,28%
P/PL	200,51%
WACC	11,52%

In the growth history of the company under analysis, a notable increase in Nopat was observed in the last year (Year 4), with a growth of 371.51%. Over the last four years relative to the start of the research, the company maintained a solid average Nopat growth, with an average increase of 110.07%, indicating a positive trend in financial performance over time.

When analyzing a company, it is crucial to project how its cash flows would unfold over the next five years, a period known as explicit. During this phase, an examination of financial projections is made, revealing how operations are planned.

Table 11 – Company Discounted Cash Flow (CDCF) in the explicit period (in R$)

Description/year	1	2	3	4
EBITDA	12.847.579	14.979.598	17.516.145	20.537.034
DEPRECIATION	2.916.648	3.062.480	3.215.604	3.376.384
EBIT	9.930.931	11.917.118	14.300.541	17.160.649
IR	3.376.517	4.051.820	4.862.184	5.834.621
NOPAT	6.554.415	7.865.298	9.438.357	11.326.029
DEPRECIATION	2.916.648	3.062.480	3.215.604	3.376.384
CASH FLOW FROM OPERATIONS	9.471.062	10.927.778	12.653.961	14.702.413
CAPEX	4.904.686	5.149.920	5.407.416	5.677.787
FCDE	4.566.376	5.777.858	7.246.545	9.024.626

It is equally crucial to consider the company’s long-term vision. This is the implicit period (Table 12), which extends beyond the next five years, with financial projections for the distant future, allowing us to understand how the company plans to maintain its performance and evolve in a perpetuity scenario.

Table 12 – Company Discounted Cash Flow (CDCF) in the Implicit Period (in R$)

Description	Perpetuity
EBITDA	26.374.521
DEPRECIATION	3.722.464
EBIT	22.652.057
IR	7.701.699
NOPAT	14.950.358
DEPRECIATION	3.722.464
CASH FLOW FROM OPERATIONS	18.672.822
CAPEX	6.259.760
FCDE	12.413.061

The WACC discount rate (company’s financing cost considering equity and debt) was calculated at 11.52%. By discounting future cash flows using the WACC, the present value of these flows was obtained, providing a solid assessment of the company’s value at the present time, as shown in Table 13.

Table 13 – Company Discounted Cash Flow (CDCF) at Present Value 

Description	YEAR 1	YEAR 2	YEAR 3	YEAR 4	YEAR 5	Perpetuity
FCDE (BRL)	4.566.376	5.777.858	7.246.545	9.024.626	11.174.761	12.413.061
WACC	11,52%	11,52%	11,52%	11,52%	11,52%	11,52%
Accumulated WACC	11,52%	24,37%	38,69%	54,67%	72,49%	92,36%
FCDE VP (BRL)	4.094.670	4.645.809	5.224.837	5.834.695	6.478.500	6.453.010

In this phase, it is important to reveal the results obtained through the Discounted Cash Flow (DCF) method. This approach made it possible to estimate the company’s value for both the explicit period (next 5 years) and the implicit period (perpetuity), providing a comprehensive analysis of its current value.

In the explicit period, the financial projections indicated a result of R$ 26,278,510. This is the estimated value of the company considering the projected value for the next 5 years, taking into account projected growth and other financial factors. In the implicit period, also known as perpetuity, the valuation was R$ 6,453,010, reflecting a conservative view of the company’s long-term performance and considering a sustainable growth scenario.

The total company value, as calculated by the Discounted Cash Flow (DCF) method, was substantial, reaching the mark of R$ 32,731,520. These figures provided a solid and complete view of the company’s current value, based on financial projections and selected assumptions for the valuation.

This assessment allowed for a detailed analysis of the underlying components of this value and an understanding of its implications for the present and future of the business. This analysis will provide a solid foundation for informed strategic decision-making.

Table 14 – Company Value By The Discounted Cash Flow Method (in R$)

History	Value
Explicit Period	26.278.510
Implicit Period	6.453.010
COMPANY VALUE BY FDCD	32.731.520

In this study, a company was evaluated using three distinct methods, with the aim of obtaining a holistic view of its value. The results of these evaluations are as follows.

1. Liquidation Balance: the company’s value was calculated at R$ 9,208,965. This value represents the company’s net worth, considering its assets and liabilities. However, it is important to note that this method lacks future growth projections or long-term performance analysis, making it more suitable for short-term valuations.
2. Stern Stewart Model: this calculation method resulted in the value of R$ 50,975,958. This model is based on short-term financial metrics, such as Economic Value Added (EVA), to assess the company’s current performance relative to its cost of capital. However, it does not incorporate future cash flow projections, limiting its application in long-term scenarios.
3.  Discounted Cash Flow (DCF) Model: resulted in a value of R$ 32,731,520. This approach considers projections of future cash flow, applying a discount rate represented by the Weighted Average Cost of Capital (WACC) to bring these cash flows to present value. It is a comprehensive approach, but it depends on specific assumptions about future growth and other factors.

Table 15 – Company Value in the three valuation methods (in R$)

History	Value
Liquidation balance	9.208.965
Stern Stewart Model	50.975.958
Discounted cash flow model	32.731.520

In this study, the values to be attributed to each partner were evaluated, taking into account the egalitarian division of 50% of the capital shares between them. The results for the partner who is withdrawing and for the partner who will remain in the company varied considerably based on the selected valuation methods. Table 16 examines these variations in more detail.

Table 16 – Value for each Partner considering the 50% share (in BRL)

History	Value
Liquidation balance	4.604.482
Stern Stewart Model	25.487.979
Discounted cash flow model	16.365.760

The Liquidation Balance would assign R$ 4,604,482 to the retiring partner, while the remaining partner would keep the company’s assets and liabilities without a direct impact on their net worth. However, it is important to note that this method may result in a loss for the retiring partner, as their value is based solely on the company’s assets and liabilities, without considering its future profit-generating potential.

The Stern Stewart Model would use a value of R$ 25,487,979 for the retiring partner, but it would imply a significant loss for the remaining partner due to the difference between the company’s value calculated by this method and the real value of their stake.

The choice of the correct evaluation method would avoid losses for both partners. It is fundamental to note that, while the Liquidation Balance model may be inadequate to reflect the real value of the company, the Stern Stewart model is highly sensitive to short-term metrics and may not adequately consider the long-term profit generation potential.

Due to the complexity of the situation, the FCD method, which in this study resulted in a value of R$ 32,731,520, is preferred by the market; the results of this study demonstrated that this is the ideal method. FCD incorporates projections of future cash flow, taking into account both current performance and future profit potential, making it a more comprehensive and balanced approach.

In addition to the company’s evaluation, it is important that the articles of association are well drafted, with the rights and duties of the partners clearly established, as well as the rules governing the operation and eventual dissolution of a limited liability company. The articles of association are the main legal instrument for defining the relationships between the partners and determining the guidelines for the company’s operation. It establishes the basis for management, the partners’ obligations, important decisions, and procedures for resolving possible conflicts⁽⁴⁾.

In the partial dissolution of a limited liability company, the social contract assumes an even more critical role. The exit of a partner can generate financial, operational, and legal challenges, and it is the social contract that provides the guidelines for dealing with these situations, determining how assets, liabilities, and profits will be distributed among those involved⁽⁵⁾. The document must be drafted with precision to avoid gaps and ambiguities. Gaps can be filled by rules provided in legislation, but it is important that the contract refers to these provisions to avoid conflicts of interpretation⁽⁶⁾.

A suggested clause for adjusting the social contract, based on literature and best practices, is as follows:

1. in case of withdrawal, exclusion or exit of a partner from the company, the value of the withdrawing partner’s quotas will be established through a valuation process carried out by a company or professional specialized in business valuation;
2. the valuation will be conducted impartially and independently, taking into account all of the company’s assets, liabilities, financial results, and growth prospects;
3. the parties agree to cooperate with the valuation process, providing the necessary information and documentation for the proper assessment of the company;
4. the cost of the valuation process will be borne by the company;
5. in case of disagreement regarding the results of the evaluation, the parties undertake to seek amicable solutions and to resort to conflict resolution methods, such as mediation or arbitration;
6. this clause aims to ensure that the exit of a partner from the company is conducted in a transparent and fair manner, avoiding conflicts and guaranteeing equity in the determination of the value of the departing partner’s shares. 

In summary, the valuation process, allied with the social contract, has proven to be a powerful approach for resolving conflicts between withdrawing partners in a company. The valuation seeks to determine, through internationally recognized methods aligned with the nature of the business, the economic value of the shares of the withdrawing partner. The results of the valuation constitute a fundamental benchmark for assessing the value of the shares of the partner in the process of leaving.

In turn, the social contract plays a central role in the partial dissolution of limited liability companies, establishing the pillars and directions for the management of a partner’s withdrawal. A meticulous analysis of the contractual clauses and consideration of the inclusion of an adjustment clause ensure a withdrawal process that is not only equitable but also harmonious, capable of mitigating potential conflicts. This approach conclusively ensures a fair and equitable withdrawal process.

Considering the preliminary results of this study, it is evident that the partial dissolution of limited liability companies is a complex process involving various financial, asset, and legal aspects. It is essential to conduct a careful analysis of these elements to avoid disputes among partners.

In this context, it is important to emphasize that the exclusive use of the judicial liquidation balance sheet to determine the values of the withdrawing partner’s shares can lead to potential losses. To avoid this, it is crucial to consider adopting more comprehensive valuation methods that take into account not only the current net worth but also future expectations and present value gains.

In this sense, it is fundamental that the partners seek the support of specialized professionals, who possess the necessary technical knowledge to apply adequate evaluation methods. These professionals will be able to consider future expectations and avoid unjustified losses to the retiring partner, ensuring a smooth and fair transition during the exit process.

References

[1] Assaf Neto A. Valuation Métrica de Valor & Avaliação de Empresas. 3ed. São Paulo (SP): Atlas; 2020.

[2] Damodaran A. Avaliação de Empresas. 2ed. São Paulo (SP): Atlas; 2020.

[3] Gil A.C Como Elaborar Projetos de pesquisa. 6ed. São Paulo (SP): Pearson Prentice Hall; 2007.

[4] Coelho Fábio Ulhoa. Manual de Direito Comercial: Direito de Empresa. 31ed. São Paulo(SP): Saraiva, 2021.

[5] Ramos A.S.C. Sociedades Limitadas. 5ed. São Paulo(SP): Revista dos Tribunais. 2020.

[6] Carvalhosa M. Comentários à Lei de Sociedades Anônimas. 11ed. São Paulo (SP): Saraiva; 2022.

Como citar

Savi E.W.A.C.; Santana Júnior J.L. Valuation como ferramenta de gestão e solução de conflito entre sócios e acionistas. Revista E&S. 2024; 5: e20230131.

Sobre os autores

Elker Willians Arruda Campos Savi, Especialista em Finanças e Controladoria – Diretor Executivo na empresa JustPrime Recuperação e Assessoria Empresarial – Avenida das Nações Unidas, 12495, 15ª andar – Brooklin Novo, CEP: 04578-000 – São Paulo/SP, Brasil.

Jorge Luiz de Santana Júnior, Advisor Professor. Doctoral student in Accounting at FEA-USP – Department of Administration – Avenida Professor Luciano Gualberto, 908 – Butantã, CEP: 05508-010 – São Paulo/SP, Brazil.

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