Restructuring a 120-Entity Group: Before and After in One View

Corporate restructurings are among the most complex legal projects a firm can undertake, and this engagement was no exception. A Belgian law firm — one of the Benelux region's leading restructuring practices, with offices in Brussels, Amsterdam, and Luxembourg — was advising a multinational industrial group on the rationalisation of its corporate structure. The group, a century-old manufacturer of building materials with operations across Europe, the Middle East, and Southeast Asia, had grown through decades of acquisitions and now comprised 120 entities. Many were dormant, duplicative, or held in place only by historical accident — the accumulated sediment of transactions stretching back to the 1970s.

The group's management had known for years that the corporate structure was unnecessarily complex. Maintaining 120 entities required annual filings in dozens of jurisdictions, local director appointments, transfer pricing documentation, and ongoing corporate housekeeping that consumed significant time and money. The CFO estimated that the annual cost of maintaining dormant and unnecessary entities exceeded two million euros — not counting the indirect costs of opacity, where even experienced executives struggled to understand how the group's operations were legally organised.

The firm's traditional approach to a restructuring of this scale was to produce a comprehensive restructuring memorandum: a document that described the current structure, proposed the target structure, and set out the legal steps required to get from one to the other. These memoranda routinely ran to 200 pages or more. They were thorough, meticulously footnoted, and — as the partners privately acknowledged — largely impenetrable to anyone without legal training. Board members would nod along during presentations and then call the partner afterwards to ask what, exactly, was happening to their subsidiary in Romania.

The problem was not just one of communication. The restructuring memorandum format also made it difficult for the firm's own team to manage the project. With 120 entities, dozens of proposed steps (mergers, liquidations, transfers, conversions), and nine jurisdictions each with its own procedural requirements, the memorandum became a coordination document as much as a legal document. Associates would spend hours cross-referencing sections to ensure that a proposed step in one part of the memo was consistent with a dependency described fifty pages later. Errors were inevitable and expensive to correct.

The lead partner on the engagement had seen Juristic Structure demonstrated at a Benelux restructuring conference and was intrigued by its workspace duplication and comparison features. She proposed a dual approach: the firm would still produce a restructuring memorandum for the formal record, but the primary working tool — and the primary client communication tool — would be Structure. The client's board agreed, partly out of genuine interest and partly out of relief at the prospect of not having to read another 200-page document.

Building the current structure in Structure took a team of three associates approximately two weeks. They worked from the group's existing entity register, corporate filing records, and the institutional knowledge of the group's company secretary, who had maintained the structure in a spreadsheet for the past fifteen years. As the diagram took shape, the company secretary — initially wary of being replaced by a tool — became its most enthusiastic user. 'I have maintained this spreadsheet for fifteen years,' she told the lead partner. 'This is the first time I can actually see what it contains.'

With the current structure mapped, the firm duplicated the workspace and began modelling the proposed rationalisation in the copy. The target structure would reduce the group from 120 entities to 45 — eliminating dormant vehicles, merging entities with overlapping functions, and simplifying ownership chains that passed through unnecessary intermediate holding companies. In Structure, entities to be dissolved were visually marked, mergers were shown with connecting lines, and the target structure emerged step by step as each proposed change was applied.

The comparison view — toggling between the before and after workspaces — became the centrepiece of the firm's client communications. Board presentations that had previously required an hour of explanation became interactive 20-minute sessions where directors explored the restructuring themselves. They could click on any entity, see its current role, and understand what would happen to it under the proposed plan. Questions that would have required days to answer under the old approach — 'what happens to the Spanish holding company?' or 'why are we keeping the Luxembourg vehicle?' — were answerable with a single click.

The group's CFO described the Structure comparison as 'the first time I truly understood our own corporate group.' He later told the lead partner that the before-and-after visualisation was what finally convinced the board to approve the restructuring. Previous proposals, presented in memorandum form, had stalled because directors could not assess the scope and impact of the changes being proposed. The visual format removed that barrier entirely.

The operational benefits extended well beyond client communication. The firm's project management improved dramatically. Each proposed step in the restructuring was tracked in Structure with its current status, responsible team member, and jurisdictional dependencies. When a merger in the Netherlands was delayed due to a longer-than-expected creditor objection period, the team could immediately see which subsequent steps were affected and adjust the timeline accordingly. Under the old memorandum-based approach, this kind of cascade analysis required a partner to sit down with the full document and trace the dependencies manually.

Cross-border coordination, always the most challenging aspect of large restructurings, was simplified by the shared workspace. The firm engaged local counsel in nine jurisdictions to execute the various steps, and each local firm was given read access to the Structure workspace so they could see exactly where their steps fit into the overall plan. Several local counsel reported that this was the first restructuring engagement where they understood the full context of the steps they were being asked to execute — context that improved the quality of their advice and reduced the number of clarificatory questions they needed to ask.

Tax planning, which runs in parallel with legal restructuring, also benefited from the visual approach. The group's tax advisors used the before-and-after comparison to model the tax implications of each proposed step, identifying that one proposed merger would trigger an unexpected capital gains liability in Germany. The issue was spotted early enough to restructure the step — converting the merger into a transfer of assets, which achieved the same structural outcome without the tax cost. The tax advisor credited the Structure visualisation with making the issue visible: 'In a 200-page memo, this would have been a line in a table. In the diagram, it jumped out.'

The restructuring involved 47 discrete legal steps across nine jurisdictions and was completed three months ahead of the original 18-month schedule. The lead partner credited Structure with reducing the coordination overhead that typically dominates large restructuring projects. 'When everyone can see the plan, far fewer emails are needed to explain it,' she observed. 'We spent less time communicating about the restructuring and more time doing the restructuring.'

The group's annual entity maintenance costs are projected to fall by approximately 1.4 million euros — a figure that the CFO considers a conservative estimate, given the indirect benefits of a simpler structure for financial reporting, tax compliance, and governance. The company secretary, who had feared that the restructuring would make her role redundant, found the opposite: she now manages 45 entities with greater precision and far less frustration, and has taken on additional responsibilities in governance coordination that were previously handled by external advisors.

The firm has since adopted Structure as its standard tool for all restructuring engagements. The lead partner presented the case study at the firm's annual partner retreat, and two other practice groups — tax advisory and corporate governance — have begun using Structure for their own client work. The firm's managing partner described the adoption as 'the most significant change to how we deliver restructuring advice in twenty years.' Competitors have taken notice: two rival Benelux firms have since adopted Juristic, and the lead partner views this as validation rather than threat. 'The market has been waiting for this capability,' she told colleagues. 'We simply got there first.'