Citigroup's Shareholder Tango in Brazil (B)

Abstract

Citigroup has discovered that Daniel Dantas, hired five years earlier to manage Citigroup's $750 million private equity investment in a Brazilian telecommunications industry joint venture, has allegedly mismanaged more than $300 million in assets and contracts. Dantas's misconduct relates to his management of Citigroup's CVC Fund and II-FIA, a legal entity representing a group of large Brazilian pension funds. Together with Dantas's Grupo Opportunity, CVC and II-FIA own Brasil Telecom, the third largest telecommunications company in the country. The partnership's pyramidal ownership structure makes his actions difficult to track. Citigroup must quickly determine how to disrupt Dantas's intricately woven web of control without allowing him to extract further value from the partnership. This case provides concrete examples of the expropriation risks joint venture partners face when unfamiliar with pyramidal group ownership structures.(1) Understand and recognize governance-based differences between a pyramidal business group (e.g., the joint venture related to Brasil Telecom) and that of a widely held firm (i.e., a typical U.S. firm's ownership structure); (2) understand that to avoid market failure firms must anticipate and adjust to the non-market institutional “rules of the game,” which vary greatly across nations; and (3) understand the range of strategic choices and their optimal application to protect minority shareholder rights.