The problem with minority investing is information asymmetry. This is often inflated by optimism bias on behalf of the majority investment partner. When private equity investors in emerging markets seek to address this, they end up with a complex document to provide downside protection and seek to control their rights as a minority investor in what is often a family owned business.

During the week Vinacapital, an experienced investor in Private Equity in Vietnam, managed to extricate itself from a six-month-old US $32.5m investment in Vietnam’s largest poultry company following a dispute relating to the interpretation of its shareholder agreement. The local company made its complaint public, saying that they didn’t fully understand the investment terms they were signing up to as they were drafted initially in English and not Vietnamese. This sounds like an unlikely reason: Vinacapital’s team is multilingual and experienced in negotiating shareholder rights. A more likely scenario is that there was a disagreement relating to performance milestones, adjustments to investment valuation or other rights that the family-owned company were willing to yield initially based on their optimism, and now regret based on the reality of the 6 months performance since investment.

There are a number of private equity firms who do not make minority investments as a house rule, preferring control, or ‘buyout’ deals. They, rightly, claim that it is easier to manage one’s destiny (particularly relating to exit) when you own a significant and controlling part of the equity. That said, if there is an alignment of interests, minority investing can work. As an investor you don’t need to run the company, you work with the existing owners and typically are providing expansion or growth capital, rather than cashing out a selling shareholder. In the emerging markets of South East Asia, minority investing is more prevalent. If the chemistry fails, as is clearly evident in this recent Vietnam case, then better to pull the plug early. Thankfully for its own investors, Vinacapital managed to extract its full investment amount and lives to fight another day.