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EXPERT VIEW: Real-Life Succession Can Be More Fairy Tale Than Grimm - Here's How
Ari Axelrod
Banyan Family Business Advisors
22 August 2013
The
recent birth of a new member of the British Royal Family - Prince
George - is also a reminder about how important succession planning is.
In this article, Ari
Axelrod a partner at Banyan Family Business Advisors, a US firm, examines the
issues and looks at a real-life case study of when lack of foresight led
to disaster.
The birth of Prince George Alexander
Louis is the stuff of fairy tales. The news was greeted in London with a 62-gun salute, fireworks, and
bells chiming at Westminster Abbey. People pushed against the palace gates to see the golden easel carrying
the birth announcement of the Prince of Cambridge, the third in line to the
throne. The newborn heir will have plenty of
time to soak up all that attention. His
great grandmother Elizabeth II is still in power and is shouldering all
the
responsibilities. Indeed, in most
European countries, being a king or a queen is a job for life; seldom is
the
throne turned over to children or grandchildren while the reigning
monarch is
still alive. Even less common are
transfers of power from the living monarch to his or her siblings.
Abdications, such as Edward VIII of Great Britain or Nicolas II of
Russia, both in
favor of their younger brothers, are almost invariably associated with,
or
create, a crisis. But in the real world of family
business, succession is more complex than it is for royal families. For
example, the role of the family business CEO is not – and should not be – lifelong. While the average CEO of a family-owned
company holds on to the reins of power substantially longer than his
counterpart at a publicly traded company, his or her tenure still should not
span an entire generation. When that
happens, it is usually to the detriment of both the family and the business. Further differentiating royal
families from ordinary business families: the best candidate to take over during a change in leadership is often
not the son or daughter of the CEO, but rather a
sibling. This power is derived from the
share of ownership in the company, which tends to favor older siblings - and not always wisely so. Normally when we think of
succession, we think father to children, first generation to second
generation. What is seldom discussed,
however, are the realities and challenges of intra-generational succession - in other words, the transfer of ownership
and control among siblings. Succession across generations becomes critical as
the siblings’ ability to lead changes over time. Case
study Consider a (disguised) client
family we worked with. Three brothers – George, Alexander, and Louis - were
working together as a senior management team in a furniture business that their
father had started and they turned into a multimillion enterprise. The father
did everything “right” to turn a successful business over to the next
generation. Yet by overlooking the need
for intra-generational transitions, he planted seeds that led to the company’s
(and the family’s) demise. Let’s see how
that happened. George, the oldest son, joined the
family company barely out of high school. He had great business intuition and
successfully opened several very important markets for the company’s products. Impressed by George’s business acumen, the
father made his son a partner, awarding him 10 per cent of the company’s shares. Seven years later, Alexander, a
hard-working, bright engineer, joined the business. The second son worked day
and night on the factory floor and found ingenious ways to dramatically improve
quality while keeping costs down. In
recognition of his contributions, the father decided to give Alexander 10 per cent of
the company shares, too. Then things got complicated. The founder felt that giving Alexander the
same level of ownership in the company as George had, was not fair. George had worked longer and had done
more. So the father gave George another
10 per cent stake. Both brothers felt
that the father had made a fair and equitable decision, and they worked well together. The company flourished. For his part, Louis, the youngest
son, went to an Ivy League business school and then joined a prestigious
consulting firm. Soon his father lured him,
too, to the family business, which was growing rapidly. Upon entry, Louis got 10 per cent of the equity, and his
brothers got the same. Louis began to work in the finance department, then
established a strategy group before returning to finance, rapidly developing into
a senior manager. With his three sons working as a
team in key executive roles, and with the majority ownership already
transferred to them, the father was confident that the company was well
prepared to meet the challenge of generational succession. The four owners signed a shareholder
agreement providing that most decisions would be made by simple majority, while
the “critical” ones would require a two-thirds majority. Thus, with 40 per cent of the
company’s shares still in his hands, the patriarch had veto power – an
arrangement seen by everybody as fair and effective. At age 75, the father retired, as
planned, and transferred his remaining 40 per cent stake to his sons in equal
shares. As expected, George, 50, with a
25-year successful career as Chief Commercial Officer became the CEO. Alexander, 45, remained the COO, and Louis,
40, was promoted to the CFO role. The three comprised the Executive Committee. The father was proud – and
satisfied. He had built a successful
company, and had managed to turn it over to his sons in a fair and equitable way. The mother was delighted that her sons were
getting along well, both as executives and in their personal lives. The brothers themselves were generally happy
and felt that the ownership distribution was fair given their contributions to
the company: George had 43 per cent, Alexander 33 per cent, and Louis 23 per
cent. Over the next ten years, the company
continued to develop, both organically and by acquisitions, with interests now in
appliances, electric equipment, business services, construction, and real
estate, in addition to furniture. Four of the eight cousins worked in the
business, showing promise. The company and the family were often quoted in the press
as an example of a successful family company. Then George had a heart attack and
was forced to cut back; Alexander and Louis stepped up to assume more leadership
responsibilities. Privately, Alexander and Louis began to resent George having
more say and receiving more dividends than they did when they (Louis in particular)
carried the weight of the company on
their shoulders. As it became clear, even to George,
that he was no longer fit to be chief executive, all eyes turned to Louis to
lead the company. But George believed he
should stay in place as CEO until his son, a junior executive, was ready to
take over for him. As holder of 43 per cent of company shares, George could – and
did – block his brothers’ attempts to force him to step down. The result was calamitous: Louis
reduced his involvement with the company. He also encouraged his daughter,
arguably the most talented of the cousins in the next generation, to leave the
family firm and start her own business. In a private meeting, Louis and Alexander
agreed that if George’s son became CEO, it would effectively foreclose
opportunities for their children. They decided
to block future promotions for that son. George became enraged. For almost a year, the brothers did not speak
to one another directly, despite having offices on the same floor. Without
leadership, the business began to decline.
Eventually, the three brothers, acting through lawyers, agreed to split
the company. Everyone lost. Tragically, the founder had done everything
he could to build the company and to ensure healthy generational succession. He had aptly transferred ownership more or
less in step with his sons’ executive abilities. Yet what he had not foreseen was that the
role of CEO is not a job for life. He
had not put in place a mechanism for power - and equity - transfer between the
siblings. The unequal shareholding
locked in place the balance of power, which, though once fair and effective,
had gradually became counterproductive and oppressive. The English have had a thousand
years to evolve and perfect the succession process. Most business families must accomplish the
same thing in only one or two generations.
That’s possible, but it is a tall order.
Meeting the challenge requires great foresight and awareness of the fact
that alignment of power and leadership - the essence of successful succession –
must be treated as seriously within
generations as it is across
generations. That’s how fairy tale
endings come true.