Potentia Capital, which holds a minority stake in Soprano, claims the founder — whose name has not been disclosed in the firm’s public remarks — blocked a proposed acquisition that would have delivered a significant return to shareholders. According to Potentia, the founder then orchestrated the removal of the sitting chief executive and assumed the role himself, effectively sinking the deal and entrenching his own control.
The buyout firm has taken the unusual step of airing the dispute publicly, signalling that private negotiations have failed. “We believe the founder’s actions are contrary to the interests of all other shareholders and damaging to the company’s long-term prospects,” a Potentia spokesperson said. The firm has not disclosed whether it will pursue legal action or seek an extraordinary general meeting to challenge the founder’s decisions.
Soprano, which provides cloud-based communications and messaging platforms, has been seen by industry analysts as an attractive acquisition target given its strong recurring revenue base and growing enterprise customer list. The $330 million valuation that Potentia says was on the table would have represented a substantial premium over the company’s recent implied valuation.
The founder has not publicly responded to Potentia’s allegations. However, sources close to the founder — who is also Soprano’s largest individual shareholder — have privately argued that the trade sale was rejected because it undervalued the business and that the CEO change was a necessary governance reset to drive growth.
This is not the first corporate governance clash at a mid-tier Australian tech company. Similar disputes have played out at firms such as BigCommerce and WiseTech Global, where founder control and board independence have been flashpoints. The Soprano case is notable for the size of the valuation at stake and the transparency with which Potentia has chosen to fight.
Investor attention will now focus on whether other shareholders back Potentia’s call for change, and whether the founder can retain the support of key institutional investors. The outcome could set a precedent for how minority investors are treated in founder-led Australian tech companies.