(*) As a confidentiality measure, the identity of the interim manager and the client are changed.
BACKGROUND
The group/client is an independent French company specialising in energy and environmental services. Its vocation is to design and implement energy and environmental efficiency solutions for local authorities and companies.
The group co-operates an energy recovery unit in the Ile-de-France region with a colleague, through an ad hoc entity, as part of a public service delegation. On 31 May 2023, the current operating contract will end and will be transferred to the same colleague who won the corresponding tender, in competition with, among others, the group/client.
The liquidation of this special purpose company and the transfer of the operating contract to the sister company raise problems of divergence of interests at this key moment:
- Adversarial valuation of assets and liabilities between the two parties, in the
context of liquidation (CAPEX, inventories, current contracts, consumable stocks); - Decision on future commitments, by the end of the contract, of CAPEX expenses by
the special purpose company.
It should be noted that the operation of the ERU by the special purpose company has been carried out, to date, without the very active participation of our client and rather under the operational management of their colleague. In addition, this special purpose company does not have a shareholders’ agreement.
DEVICE
The experienced interim manager, Pierre DUBOIS, is seasoned in the management of complex contracts and in the management of claims.
MISSION
The main mission, in direct contact with the Director of Operations, is to liquidate the special purpose company by defending the best interests of our client.
In order to ensure that, during this final phase of the contract, the interests of our client are defended, the manager’s mission includes the following points:
- Continuous presence on the site of the UVE. The manager representing the client will take part, with the representatives of the colleague (nevertheless a competitor), in all the contradictory activities related to the liquidation, the DGD and the transfer of the contract, on 31/5/2023;
- Participation in meetings with the client, until the end of the contract and until the finalization of the DGD;
- Contradictory evaluation with the colleague of the assets and liabilities of the special purpose company, with a view to liquidation (CAPEX, inventory of fixtures, stocks, consumable stocks and spare parts, orders in progress, supplier disputes, etc.);
- Defending the client’s position with regard to the expenditure commitments by the special purpose company, between now and the end of the contract, for the completion of any CAPEX work;
- Preparation of a case in the context of a possible claim by the client against the special purpose company for the past performance of CAPEX work without the explicit agreement of the client’s representatives on the Board of Directors of the special purpose company.