Family-owned Businesses - A Human Story: Part 1
Part 1 - LIFECYCLE
Family-owned businesses (FOB’s) play a leading role on the global economic stage. Today they account for over 70% of GDP, with an annual turnover of $60-$70 trillion. They are responsible for about 60% of employment, supporting education, healthcare, and infrastructure. With an ability to out-ride turbulence, FOBs in general outperform other equivalents.1
At one point in their lifecycle the distinction between FOBs and other large businesses fades. But some unique factors linger. Above all, this is a human story. For our examination Amrop draws on the input of its senior Partners around the world, based on long track records of working with FOBs and trusted relationships with founders and successors.
This series provides first-hand observations of the core challenges, pitfalls and strengths of FOBs, with insights and recommendations for firms and incoming executives. We’ll see that whilst every case is unique, certain traits and experiences are shared by many. We’ll learn how key factors play out in the leadership domain.
Plotting the FOB lifecycle | in summary
Amrop tracks some critical forks in the road, setting the scene for our next articles.
1 - Foundation: Key positions held by the family supported by one or more trusted advisors.
2 - Succession: 30% of FOBs survive the 1st generation and between 10% and 15% reach the 3rd. Only about 3% reach the 4th and beyond. Critical factors: Successor aptitude, motivation, early exposure to the business, education, entrepreneurial/ownership attitude, owner resistance, the dilution of decision-making as a family grows.
3 - Finance & ownership: Generational share transfer, or no successors, taxation, industry dynamics, the imperative to transform, complexity, all impel the FOB to seek external resources. Critical decisions: Approach banks or private equity? Create, join or appoint a family office? Or go public, whilst ensuring the continuation of the firm’s founding purpose and values?
4 - Transformation: Shifts in the operating environment spur a new stage. Digitization and new competition threaten legacy territory. Critical issues: Portfolio re-engineering, diversification, streamlining or divestment, elevating talent capacity, re-engineering organization design, digitization, energy transition, incremental innovation.
5 - Governance: Prior to listed status and compliance with codes, FOBs face unique challenges to assure the smooth running of the business. Critical issues: Board positions created/assigned to family members to involve and remunerate them. Role proliferation. Phased family exit after ownership transfer. C-suite re-engineering.
6 - Standardization: With listing, and beyond a certain size, many distinctions between an FOB and non-family equivalents begin to dissolve. Critical factors: Compliance with governance codes, regulatory constraints, ESG imperatives and shareholder scrutiny, whilst still retaining the family’s founding values.
Foundation & Succession
FOUNDATION
A rucksack contains equipment set to serve its owner on a long and perilous journey. What might we find in the backpack of an FOB? A research team3 isolated four ‘critical mindsets’: “a focus on purpose beyond profits, a long-term view and emphasis on reinvesting in the business, a conservative and cautious stance on finances, and processes that allow for efficient decision making.” Our frontline exploration will repeatedly confirm these. At first, matters are relatively simple for an FOB: key positions held by the family supported by one or more trusted advisors. Then, like any good story, things start to move.
SUCCESSION
As seen, only about 3% of FOBs reach the 4th generation and beyond.4 An Amrop Partner: “It stagnates with the 2nd generation and dissolves with the 3rd.” One issue is a failure to teach the fundamentals to the next generation from an early age. Success, where it occurs, often rests on the efforts and vision of the first generation, with the next building on the legacy.5 Now the fundamental questions begin. The first concerns successor aptitude for management and ownership. Research confirms the importance of entrepreneurial skills and values.6 It is this ‘builder attitude’ that many next-generation members lack, as well as a sense of ownership7. “Not equity, but in the true sense of ‘this is mine, my family, my life,” as an Amrop Partner puts it. The aftermath of the Second World War in particular birthed a cohort of family businesses. Now the third generation is retiring. This is a critical time.
Paradoxically, well-meaning investment in education can backfire: children go away to study and are unwilling to take up the reins on returning. The paradox is supported by research.8 Amrop Partners observe a frequent lack of impetus to work in a family business that they view as unglamorous (a construction or manufacturing firm, for example).
But how willing and able are founders to accommodate successors? Popular mythology aside, resistance may indeed run deep. One Amrop Partner relates that an 82-year-old patriarch still comes to work every day. “His office is on one side of the corridor and the CEO’s is on the other. When you need advice or feedback you choose to go right or left.”
And yet, the day arrives when a founder can no longer ignore the toughest of choices: entrust the business to the next generation or open the doors to outsiders. Sometimes the first option fails despite the best intentions. An Amrop Partner was asked by an FOB owner to examine a problem between the family shareholders. Interviews revealed that the CEO (a family member) was destroying the business. An external CEO appointment ensued.
DILUTION
At the outset, sole ownership enables swift decision-making and risk-taking. “With the third generation you can have upwards of eight to twelve shareholders who all want to play a role,” says an Amrop Partner. “Multi-generation dilution is a real problem, solved only if some members become silent investors and others have no say. But family politics are difficult. At one point, the most capable will perform a buyout. This thorny bouquet can kick-start another shift. “The third generation flip from operators to investors,” says this Amrop Partner. “They simply monitor the delivery and decide what to do with the money.” Family offices such as Kirkbi, (serving Lego), are one solution, as we’ll see.
Finance & Ownership
The Robinson Lumber Company was born in 1893 and is owned and managed by the 5th generation. The Harvard Business Review9 describes how it “puts long-term survival above shortterm profits. Like many family businesses, it limits borrowing from the bank. Whilst debt is a great way to fund growth and return on equity, it also puts the company at risk during economic downturns.” However, “Family businesses last longer because they are able to pay the price that longevity requires.”
Whilst it operates outside the capital markets, free from quarterly results, an FOB can more easily retain its long-term focus, higher financial stability and the space to make streamlined decisions that benefit staff and other stakeholders, directing investments and resources in line with its purpose and goals. But as one Amrop Partner says, even very wealthy FOBs may have limited ability to “raise capital for major acquisitions by going to the financing market or issuing new shares. Nor do they want to renounce ownership.”
A generational change may force hands. If one generation wants to buy out the previous one, financing the share transfer incurs additional debt. When such issues intersect with economic or sectoral turbulence, the FOB enters perilous waters. Pre-occupied with internal matters, it risks becoming inward-looking.
What happens to the quest for investment if the competencies of the new generation are dubious or unproven? Time to open the rucksack. For it is the family’s values, longevity and long-term perspective that will underpin the value proposition for investors.
Private equity: The inability or unwillingness of the next generation. Punitive taxation, industry dynamics, the imperative to transform. The FOB may now seek an alternative investment model and share its equity, bringing in capital. In this case, one Amrop Partner observes, the family typically remains for 3-5 years to assure continuity, then disappears. It is essential to establish clarity and alignment prior to the deal.
Family offices: Confiscatory estate taxes, regulations, overwhelming family or business problems. All may lead an FOB to create or appoint a family office: a private wealth management firm handling matters such as investment management, charitable giving, budgeting, insurance, wealth transfer planning or tax.9 Offices are single- or multi-family. Kirkbi was established in 1995 as a family office for the Kristiansen family, who own 75% of The Lego Group. An investment management company managing the family fortune, it appoints one person from each generation as active owner - currently Thomas Kirk Kristiansen.
Listing: At one point the family may decide to go public. The business changes structure, takes on more debt, dilutes and reduces its equity. One Amrop Partner asks: “If families give up 90%, I sometimes question whether they should stay at all. What will be the role for the family representative?”
Transformation
Even a privately-owned business must anticipate and address shifts in the operating environment. As well as the need to change their ownership or financing model, FOBs may require portfolio re-engineering: diversification, streamlining or divestment.
As the business develops, discussions regarding organizational design and talent intensify. Should a business be a separate vertical? Or housed inside an existing operation? Furthermore, legacy family businesses must address digital strategy or new revenue streams. Many must radically reduce their carbon footprint too. And they may also be threatened by international competition in their home market. It is time to expand the borders, into the US (an important counterbalance for Europe) or Asia Pacific. India in particular has high market liquidity and investment opportunities. Finally, a more subtle threat inhabits value and supply chains - some startups begin as online operators, then penetrate offline sectors.
Evolution, not revolution: FOBs are known for stability. As one Amrop Partner put it: “They tend to work with what they know for longer. In many ways that's good — they're less prone to change with small tides.” As discussed, next gen successors may also lack an entrepreneurial edge, happily reaping the rewards of a fruitful model. But we should not conflate stable with slow. FOBs adapt by “embracing innovation to add value and efficiencies,” say one research team. 10
GOVERNANCE
Clearly, a well-governed firm is better able to anticipate and face headwinds. Poor governance can freeze the business or knock it off course. And here, (until listing subjects them to compliance with governance codes), family businesses experience some unique problems.
Boards: With the expansion of the business and the family, board positions may be in demand by ever more people. The result is a proliferation of board members (and sometimes boards). When members are appointed on bloodline rather than competence, governance suffers further, especially when a bloated board has no room for skilled external professionals. An Amrop Partner cites a 4th generation FOB whose cousins occupied the boards of its multiple operating and holding companies. An incoming Chairman reduced these to one, with a single representative for each of the family’s three branches. Professional board members would occupy the other seats.
The C-suite: With each new phase comes the need for C-suite shifts - even changing the team in the event of a majority sale. A professional CEO is now called for, demanding careful role transition from the incumbent. FOBs may however reserve the CEO role for a family member and limit external hiring to specialist functions: CFOs, CIOs, HR and CMOs.
STANDARDIZATION
With listing, many distinctions between an FOB and non-family equivalents dissolve. “The investor community is actively tracking the business,” says this Amrop Partner. “Transparency is now an obligation, with future value creation directly linked to market cap growth, and the investors are looking for a certain story in the management, quality in governance.” Regulatory changes are also altering business fundamentals. “For example, IC engine companies are transforming on the electric vehicle side. New businesses are being created which don't exist today.”
References
1, 2, 7Asaf, A., Carvalho, I., Tellechea, J., Leke, A., Malatest, F. (2023). The secrets of outperforming family-owned businesses. McKinsey & Company
3, 8, 12 Haynes, G., Marshall, M., Lee, Y., Zulker, V., Jasper, C., Sydnor, S., Valdivia, C., Masuo, D., Niehm, L., Wiatt, R. (2020). Reviewing the past, contemplating the future. Journal of Family and Economic Issues (2021) 42 (supple): 570-583
4 Porfírio, J.A., Felício, J.A., Carrilho, T. (2020). Family business succession: Analysis of the drivers of success based on entrepreneurship theory, Journal of Business Research, Volume 115, 2020, Pages 250-257
5 Robertsson, H. (2021). How the world’s largest family businesses are proving their resilience. Ernst & Young, University of St. Gallen Family Business Index.
6 Ferrando-Latorre, S., Velilla, J. & Ortega, R. (2019). Intergenerational Transmission of Entrepreneurial Activity in Spanish Families. J Fam Econ Iss 40, 390–407
9 Baron, J., Lachenauer, R. (2021). Do Most Family Businesses Really Fail by the Third Generation? Harvard Business Review.