familyandtrends 142

Owners on paper: why families are losing control of their businesses

(Adobe Stock)

5' min read

Translated by AI
Versione italiana

5' min read

Translated by AI
Versione italiana

On 11 August, the Harvard Business Review returned, after some time, to the topic of family business with ‘Why Family Businesses Lose Control’ by Judy Lin Walsh and Alison Isaacson. familyandtrends has often criticised the complacency and bias with which American management theory views family businesses; this time, however, the authors begin with an observation: “family businesses rarely lose control due to a single catastrophic event… they lose it when they fail to prepare future owners for a generational transition”, which must be tackled with an entrepreneurial spirit and a willingness to adapt the business to changes in the competitive environment, one might add.

The case cited at the start of the article is telling. A major American publishing group now in its third generation: the patriarch dies suddenly, leaving behind five talented but estranged children. He had ‘planned’ the succession with his accountant: a trust and a tax-efficient arrangement for shares and dividends. He had never prepared his children to be owners, nor had he given each of them a suitable role within the family, the estate and the business. Within three years, the family sold the business – for a fraction of its original value – to the managers who had run the company alongside their father and with whom the owners had never built a fruitful relationship. Officially, the sale was attributed to the crisis in the print media; in reality, it was a crisis of ownership.

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familyandtrends has long maintained that family-run businesses, with their independent advisers and directors, devote an enormous amount of energy to preparing the company’s future leaders and far too little to preparing its future owners, thereby falling into two traps.

The first is the trap of representation: ownership becomes passive. Young people are given a title, but no substance to put them to the test and no authority built up through practical experience. The authors describe a family with two ‘decision-making rooms’: in the first, a few members made the decisions; in the second, the younger ones were involved to make them feel included, rubber-stamping what had already been decided. Those who are treated as incapable of contributing end up not contributing, and the role of the owner slips away: the family becomes the ‘Cassettista’ described in a previous issue of familyandtrends, who buys a garden without knowing how to tend it and occasionally drops by to see how things are going. This happened following the death of Adriano Olivetti, when a fragmented and divided ownership structure failed to articulate a strategy or provide leadership from the owners.

The second is the ‘distance trap’. Young people who aspire to be responsible owners are kept at arm’s length until they prove themselves worthy in the eyes of the current generation and its fussy advisers. Amid fears of nepotism, scepticism, overprotection and misunderstandings, many become discouraged and drift away, giving up not only a managerial role but also that of owner. “The young people you turn away today,” the authors write, “could be your board members tomorrow”. In Italia, prejudice against nepotism drives many entrepreneurs to keep their children at arm’s length out of a sense of propriety: ‘get your spurs first’ is a sound principle if it corresponds to the early years of the discipline phase in the generational handover process, but it becomes dangerous if it turns into exclusion. Leonardo Del Vecchio built one of the country’s greatest industrial success stories, but involved his children only marginally; today, eight heirs own Delfin in equal shares, where a very rigid governance structure is showing serious and obvious cracks.

How can you avoid losing control without realising it? The Harvard Business Review suggests four things to do.

Firstly: develop an owner’s mindset. This means understanding roles and rights, setting clear medium- to long-term objectives for the company, and holding the board and management to account for progress towards those objectives. familyandtrends has repeatedly highlighted the need for a genuine owner’s strategy – one that is reflected each year in the decision on dividends – and the three duties of a good shareholder: capital, knowledge and rigour. A general meeting that knows how to ask questions, an annual letter to shareholders, and training on how to read financial statements and a business plan are simple and inexpensive tools; not having them costs far more.

Secondly: pay attention to family dynamics. Few environments demand such a shift from competition to equality as entrepreneurial families: one day they’re unwrapping Christmas presents together, the next they’re competing for the same role, and the day after that they have to run the business together as partners. The authors recount the story of a family that had organised a sort of Hunger Games to choose the chief executive: years later, the partners – divided into winners and losers – paralysed the board over a strategic acquisition. In the Gucci case, rivalries between family branches led, in the late 1980s, to control passing into the hands of an investment fund.

Thirdly: keeping future owners connected to the business. It is essential to continuously engage current and future generations and help the latter develop the skills required for ownership roles. Some practical examples include: visits to factories and clients from a young age, work placements within the company, a family council open to younger members with real responsibilities, and a seat on the Future Committee. The results become apparent after years, not months; but ultimately, a long-term vision is the natural environment of family capitalism.

Fourth: ask yourselves whether you are (still) the right owners. It is the owners’ responsibility to check periodically that the business has a compelling purpose and the competitive advantages needed to thrive, and that the family is capable of making sound decisions and bringing to the business what is required of a good owner: capital, knowledge and rigour. The answer may well be no: selling – if it is a conscious choice and not merely the pursuit of a favourable price – can be an act of responsibility. In 1971, the Barilla family sold the company to the American firm W.R. Grace, and in 1979 Pietro Barilla bought it back, demonstrating that being the right owners is, first and foremost, a decision: it does not always have to be confirmed by buying the business back, but it certainly must always be reaffirmed through daily, patient work, the results of which will only become apparent in the distant future.

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(*) Lecturer in Family Business Strategy – University of Turin

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