FAMILY-OWNED BUSINESSES

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A family-owned business is any business in which two or more family members are involved and the majority of ownership or control lies within a family. Family-owned businesses may be the oldest form of business organization, and today they are recognized as important and distinct participants in the world economy. According to Nancy Bowman-Upton in the Small Business Administration publication Transferring Management in the Family-Owned Business, about 90 percent of American businesses are family owned or controlled. Ranging in size from two-person partnerships to Fortune 500 firms, these businesses generate about half of the nation's Gross National Product. Family businesses may have some advantages over other business entities in their focus on the long term, their commitment to quality (which is often associated with the family name), and their care and concern for employees. But family businesses also face a unique set of management challenges stemming from the overlap of family and business issues.

ISSUES IN FAMILY BUSINESSES

A family business can be described as an interaction between two separate but connected systems—the business and the family—with uncertain boundaries and different rules. Graphically, this concept can be presented as two intersecting circles. Family businesses may include numerous combinations of family members in various business roles, including husbands and wives, parents and children, extended families, and multiple generations playing the roles of stockholders, board members, working partners, advisors, and employees. Conflicts often arise due to the overlap of these roles. The ways in which individuals typically communicate within a family, for example, may be inappropriate in business situations. Likewise, personal concerns or rivalries may carry over into the work place to the detriment of the firm. In order to succeed, a family business must keep lines of communication open, make use of strategic planning tools, and engage the assistance of outside advisors as needed.

Bowman-Upton listed a number of common issues that most family businesses face. Attracting and retaining nonfamily employees can be problematic, for example, because such employees may find it difficult to deal with family conflicts on the job, limited opportunities for advancement, and the special treatment sometimes accorded family members. In addition, some family members may resent outsiders being brought into the firm and purposely make things unpleasant for nonfamily employees. But outsiders can provide a stabilizing force in a family business by offering a fair and impartial perspective on business issues. Family business leaders can conduct exit interviews with departing nonfamily employees to determine the cause of turnover and develop a course of action to prevent it. If the problem is a troublemaking family member, Bowman-Upton suggests counseling them on their responsibilities to the business, transferring them to another part of the company, finding them a job with another firm, or encouraging them to start their own, noncompeting company.

Many family businesses also have trouble determining guidelines and qualifications for family members hoping to participate in the business. Some companies try to limit the participation of people with certain relationships to the family, such as in-laws, in order to minimize the potential for conflicts. Family businesses often face pressure to hire relatives or close friends who may lack the talent or skill to make a useful contribution to the business. Once hired, such people can be difficult to fire, even if they cost the company money or reduce the motivation of other employees by exhibiting a poor attitude. A strict policy of only hiring people with legitimate qualifications to fill existing openings can help a company avoid such problems, but only if the policy is applied without exception. If a company is forced to hire a less-than-desirable employee, Bowman-Upton suggests providing special training to develop a useful talent, enlisting the help of a nonfamily employee in training and supervising, and assigning special projects that minimize negative contact with other employees.

Another challenge frequently encountered by family businesses involves paying salaries to and dividing the profits among the family members who participate in the firm. In order to grow, a small business must be able to use a relatively large percentage of profits for expansion. But some family members, especially those that are owners but not employees of the company, may not see the value of expenditures that reduce the amount of current dividends they receive. In order to convince such people of the value of investments in the company's future, Bowman-Upton suggests that the leader of the family business use nonfamily employees to gather facts and figures to support the argument, demonstrate the bottom-line effect of the expenditure, and enlist the help of outside advisors such as an accountant, banker, or attorney. To ensure that salaries are distributed fairly among family and nonfamily employees, business leaders should match them to industry guidelines for each job description. When additional compensation is needed to reward certain employees for their contributions to the company, fringe benefits or equity distributions can be used.

Another important issue relating to family businesses is succession—determining who will take over leadership and/or ownership of the company when the current generation retires or dies. Bowman-Upton recommends that families take steps to prepare for succession long before the need arises. A family retreat, or a meeting on neutral ground without distractions or interruptions, can be an ideal setting to open discussions on family goals and future plans, the timing of expected transitions, and the preparation of the current generation for stepping down and the future generation for taking over. When succession is postponed, older relatives who remain involved in the family firm may develop a preference for maintaining the status quo. These people may resist change and refuse to take risks, even though such an attitude can inhibit business growth. The business leaders should take steps to gradually remove these relatives from the daily operations of the firm, including encouraging them to become involved in outside activities, arranging for them to sell some of their stock or convert it to preferred shares, or possibly restructuring the company to dilute their influence.

Family business leaders can take a number of steps in order to avoid becoming caught up in these issues and their negative consequences. Bowman-Upton noted that having a clear statement of goals, an organized plan to accomplish the goals, a defined hierarchy for decision-making, an established plan for succession, and strong lines of communication can help prevent many possible problems from arising. All family members involved in the business must understand that their rights and responsibilities are different at home and at work. While family relationships and goals take precedence at home, the success of the business comes first at work.

When emotion intrudes upon work relationships and the inevitable conflicts between family members arise, the business leader must intervene and make the objective decisions necessary to protect the interests of the firm. Rather than taking sides in a dispute, the leader must make it clear to all employees that personal disagreements will not be allowed to interfere with work. This approach should discourage employees from jockeying for position or playing politics. The business leader may also find it useful to have regular meetings with family members, engage the services of outside advisors who have no connection to family members as needed, and put all business agreements and policy guidelines in writing.

THE PLANNING PROCESS

Strategic planning—centering around both business and family goals—is vital to successful family businesses. In fact, planning may be more crucial to family businesses than to other types of business entities, because in many cases families have a majority of their assets tied up in the business. Since much conflict arises due to a disparity between family and business goals, planning is required to align these goals and formulate a strategy for reaching them. The ideal plan will allow the company to balance family and business needs to everyone's advantage. Unfortunately, Nation's Business reported that only 31 percent of family businesses surveyed in 1997 had written strategic plans. There are four main types of planning that should be conducted by family businesses: family planning, business planning, succession planning, and estate planning.

FAMILY PLANNING In family planning, all interested members of the family get together to develop a mission statement that describes why they are committed to the business. In allowing family members to share their goals, needs, priorities, strengths, weaknesses, and ability to contribute, family planning helps create a unified vision of the company that will guide future dealings.

A special meeting called a family retreat or family council can guide the communication process and encourage involvement by providing family members with a venue to voice their opinions and plan for the future in a structured way. By participating in the family retreat, children can gain a better understanding of the opportunities in the business, learn about managing resources, and inherit values and traditions. It also provides an opportunity for conflicts to be discussed and settled. Topics brought to family councils can include: rules for joining the business, treatment of family members working and not working in the business, role of in-laws, evaluations and pay scales, stock ownership, ways to provide financial security for the senior generation, training and development of the junior generation, the company's image in the community, philanthropy, opportunities for new businesses, and diverse interests among family members. Leadership of the family council can be on a rotating basis, or an outside family business consultant may be hired as a facilitator.

BUSINESS PLANNING Business planning begins with the long-term goals and objectives the family holds for themselves and for the business. The business leaders then integrate these goals into the business strategy. In business planning, management analyzes the strengths and weaknesses of the company in relation to its environment, including its organizational structure, culture, and resources. The next stage involves identifying opportunities for the company to pursue, given its strengths, and threats for the company to manage, given its weaknesses. Finally, the planning process concludes with the creation of a mission statement, a set of objectives, and a set of general strategies and specific action steps to meet the objectives and support the mission. This process is often overseen by a board of directors, an advisory board, or professional advisors.

SUCCESSION PLANNING Succession planning involves deciding who will lead the company in the next generation. Unfortunately, less than one-third of family-owned businesses survive the transition from the first generation of ownership to the second, and only 13 percent of family businesses remain in the family over 60 years. Problems making the transition can occur because the business was no longer viable or because the owner or his or her children did not want it to occur, but usually result from a lack of planning. At any given time, a full 40 percent of American firms are facing the succession issue, yet relatively few make succession plans. Business owners may be reluctant to face the issue because they do not want to relinquish control, feel their successor is not ready, have few interests outside the business, or wish to maintain the sense of identity work provides.

But it is vital that the succession process be carefully planned before it becomes necessary due to the owner's illness or death. Bowman-Upton recommends that family businesses follow a four-stage process in planning for succession: initiation, selection, education, and transition. In the initiation phase, possible successors are introduced to the business and guided through a variety of work experiences of increasing responsibility. In the selection phase, a successor is chosen and a schedule is developed for the transition. During the education phase, the business owner gradually hands over the reigns to the successor, one task at a time, so that he or she may learn the requirements of the position. Finally, the transition is made and the business owner removes himself or herself from the daily operations of the firm. This final stage can be the most difficult, as many entrepreneurs experience great difficulty in letting go of the family business. It may help if the business owner establishes outside interests, creates a sound financial base for retirement, and gains confidence in the abilities of the successor.

ESTATE PLANNING Estate planning involves the financial and tax aspects of transferring ownership of the family business to the next generation. Families must plan to minimize their tax burden at the time of the owner's death so that the resources can stay within the company and the family. Unfortunately, tax laws today provide disincentives for families wishing to continue the business. Heirs are taxed upon the value of the business at a high rate when ownership is transferred. Due to its complexity, estate planning is normally handled by a team of professional advisors which includes a lawyer, accountant, financial planner, insurance agent, and perhaps a family business consultant. An estate plan should be established as soon as the business becomes successful and then updated as business or family circumstances change.

One technique available to family business owners in planning their estate is known as "estate freeze." This technique enables the business owner to "freeze" the value of the business at a particular point in time by creating preferred stock, which does not appreciate in value, and then transferring the common stock to his or her heirs. Since the majority of shares in the firm are preferred and do not appreciate, estate taxes are reduced. The heirs are required to pay gift taxes, however, when the preferred stock is transferred to them.

A variety of tools are available that can help a business owner defer the transfer taxes associated with handing down a family business. A basic will outlines the owner's wishes regarding the distribution of property upon his or her death. A living trust creates a trustee to manage the owner's property not covered by the will, for example during a long illness. A marital deduction trust passes property along to a surviving spouse in the event of the owner's death, and no taxes are owed until the spouse dies. It is also possible to pay the estate taxes associated with the transfer of a family business on an installment basis, so that no taxes are owed for five years and the remainder are paid in annual installments over a ten-year period. Other techniques exist that allow business owners to exclude some or all of their assets from estate taxes, including a unified credit/exemption trust, a dynamic trust, and an annual exclusion gift. Since laws change frequently, retaining legal assistance is highly advisable.

ASSISTANCE IN PLANNING

A professional family business consultant can be a tremendous asset when confronting planning issues. The consultant is a neutral party who can stabilize the emotional forces within the family and bring the expertise of working with numerous families across many industries. Most families believe theirs is the only company facing these difficult issues, and a family business consultant brings a refreshing perspective. In addition, the family business consultant can establish a family council and advisory board and serve as a facilitator to those two groups.

Advisory boards can be established to advise the company's president or board of directors. These boards consist of five to nine nonfamily members who meet regularly to provide advice and direction to the company. They too can take the emotions out of the planning process and provide objective input. Advisory board members should have business experience and be capable of helping the business to get to the next level of growth. In most cases, the advisory board is compensated in some manner.

As the family business grows, the family business consultant may suggest different options for the family. Often professional nonfamily managers or an outside CEO are recruited to play a role in the future growth of the business. Some families simply retain ownership of the business and allow it to operate with few or no family members involved.

THE FUTURE OF FAMILY BUSINESSES

According to Nation's Business, the leadership of more than 40 percent of America's family-owned businesses will either change or begin to shift by the year 2002. Such large-scale changes will bring both challenges and opportunities to these businesses. One expert worried that with so many companies facing succession issues in the near future, disagreements between family members over estates and wills may become more common.

The vast majority of firms that planned a change in leadership (92 percent) expected that ownership of the family business would remain within the family. But the nature of that leadership may change in other ways. One-fourth of the firms said that it was likely their next CEO would be a woman, while 42 percent thought it likely that their company would name co-CEOs. Ross W. Nager, executive director of the Arthur Anderson Center for Family Business, warned that parents should avoid naming co-CEOs just to placate their children who want the job: "Only qualified, competent, capable, motivated people should be in the CEO spot."

Finally, some leaders of family-owned businesses near retirement age, only to find that the list of candidates to carry on the business is a distressingly short one. "As many disappointed family business owners learn too late, it's dangerous to assume that a son or daughter will follow you into the business," wrote Sharon Nelton in Nation's Business. "Just because you, without question, followed your parents into the family firm doesn't mean your children will do the same. Today's young people have more options than ever before—more to lure them away from the family enterprise."

James Lea, author of Keeping It In the Family, recommended five ways in which current leaders of family-owned enterprises can attract future generations to keep the business afloat after their retirement or death.

Expose family members to all aspects of the business, including employees, customers, products, and services.
Define the business's attractive qualities in terms that will appeal to the listener.
Recognize those factors that have the potential to dissuade family members from staying involved in the business. These factors can range from personal interests that lie in other areas to conflicts with other family members.
Reward family members who decide to join or stay with the family business. "The 'price' successors pay to join and operate your business may include giving up career options that are financially and personally attractive," noted Nelton. "It may mean loss of privacy, or the tension that occurs between parent and child when their management styles conflict. Lea says a business may make compromises—such as making it possible for the successor to spend more time with his or her family or hiring an interim senior manager to buffer conflicts between parent and child. But the company's 'cost' and the successor's 'price' must be affordable to both."
Give family members outlets to explore their ideas, interests, and concerns.

Finally, Nelton said, "marketing doesn't end once you have successfully brought your children aboard. You have to continue selling them—and their families—on the challenges and rewards of your company."

FAMILY-OWNED BUSINESSES

ISSUES IN FAMILY BUSINESSES

THE PLANNING PROCESS

ASSISTANCE IN PLANNING

THE FUTURE OF FAMILY BUSINESSES

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