Question 1
1. Read the case study and then answer the questions that follow.
Two family businesses on different paths
Good governance decisions can unlock the long-term vitality of a family business — and poor ones, or
none at all or it can lock a family into years of conflict and potential demise. Consider the hypothetical
case of two family businesses that took sharply different approaches to the challenge. José, an
entrepreneur with only a primary education, was the founder of an energy company.
As the company matured and his sons grew over the years, José eventually held 31 percent of the
shares. His son Lorenzo, an active participant in the business, held 29 percent, and his other sons
Alejandro and Emilio owned 20 percent each. All the while, the business went through a gradual
evolution to more sophisticated management and internal structures.
As José aged, Lorenzo sought to solidify the company’s future by establishing a formal corporate
governance model. Finding the right specialists and formalising the ideals that would guide the
organisation was challenging. Perhaps the biggest initial challenge, though, was getting father, founder
and dedicated traditionalist José to go along. This was the first time anyone outside the family stood to
have a say in the company’s direction. Based on his track record as a top executive, Lorenzo was able
to convince José it was time. Initially, the move toward formal governance included only a board of
directors made up of shareholders. Soon, the company brought on external corporate governance
consultants and finally appointed a professional CEO — not a family member, but an executive
employee of long standing. The transition wasn’t without awkward moments.
Some of José’s informal and not entirely appropriate administrative techniques came to light and had
to be adjusted. As the principle of good governance gathered momentum, the company adopted new
policies and practices. It also set forth a formal process to plot the eventual CEO succession.
Eventually, the company that had begun at José’s dining room table had an independent board and an
audit committee. José was still active in the business, but now he got to take vacations. His other sons
had time to learn the business on a formal footing, and he was able to make planned transfers of his
ownership stake in a way that preserved business value. A new trust was in place to help facilitate the
family’s future prosperity.
Today, the sons are the company’s day-to-day leaders. José drops in now and then, and attends board
meetings, but he also travels the world knowing his business and family legacy is secure. On contrast,
the other story concerns a tourism business with operating units in several states. The majority
shareholder and sole head of the business, Jerry, has a wife, two sons, and two daughters. His children
were all married. Only Edgar, his older son, worked with Jerry in the family business. Without
warning, Jerry had a brain seizure and died at age 65. Edgar immediately took over as CEO, but
Jerry’s widow, who never had any interest in business, inherited a 95 percent stake in the company.