Transferring Management in Family Business
By Professor Nancy Bowman-Upton,
Director, Institute for Family Business,
Hankamer School of Business,
The John F. Baugh Center for Entrepreneurship,
Waco, Texas, U.S.A.
U.S. Small Business Administration
See also: PDF-version
Copyright 1991, Nancy Bowman-Upton. All rights reserved.
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TABLE OF CONTENTS
UNDERSTANDING THE FAMILY BUSINESS
What is a Family Business?
Issues in the Family Business
Who Are the Actors?
BALANCING FAMILY AND BUSINESS GOALS
Business Strategic Planning
Family Strategic Planning
The Family Retreat
Board of Directors
Making Succession Work
Transfer Tax Deferral Techniques
Transfer Tax Exclusion Techniques
A. Family Business Assessment Inventory
B. Strategic Plan Checklist
C. Pre-Retreat Planning
D. Assessment of Candidates
E. Information Resources
The family business is a vital force in the American economy.
About 90 percent of all U.S. businesses are family owned or
controlled. They range in size from the traditional small
business to a third of the Fortune 500 firms. It
is estimated that family businesses generate about half of
the country's Gross National Product and half of the total
The American economy depends heavily on the continuity and
success of the family business. It is unfortunate, even alarming,
that such a vital force has such a poor survival rate. Less
than one third of family businesses survive the transition
from first to second generation ownership. Of those that do,
about half do not survive the transition from second to third
At any given time, 40 percent of U.S. businesses are facing
the transfer of ownership issue. Founders are trying to decide
what to do with their businesses; however, the options are
few. The following is a list of options to consider:
! Close the doors.
! Sell to an outsider or employee.
! Retain ownership but hire outside management.
! Retain family ownership and management control.
To be one of the few family businesses that survive transfer
of ownership requires a good understanding of your business
and your family. There are four basic reasons why family firms
fail to transfer the business from generation to generation
! Lack of viability of the business.
! Lack of planning.
! Little desire on the owner's part to transfer the firm.
! Reluctance of offspring to join the firm.
These factors, alone or in combination, make transferring a
family business difficult, if not impossible. The primary cause
for failure, however, is the lack of planning. With the right
plans in place, the business, in most cases, will remain healthy.
There are four plans that make up the transition process. By
implementing these plans, you will virtually ensure the successful
transfer of your business within the family hierarchy.
A brief explanation of each plan follows.
! A strategic plan for the business will allow each
generation an opportunity to chart a course for the firm.
Setting business goals as a family will ensure that everyone
has a clear picture of the company's future.
! The family strategic plan is needed to maintain
a healthy, viable business. This plan establishes policies
for the family's role in the business. For example, it may
include an entry and exit policy that outlines the criteria
for working in the business. It should include the creed or
mission statement that spells out your family's values and
basic policies for the business. The family strategic plan
will address other issues that are important to your family.
By implementing this plan, you may avoid later conflicts about
compensation, sibling rivalry, ownership and management control.
! A succession plan will ease the founding or current
generation's concerns about transferring the firm. It outlines
how succession will occur and how to know when the successor
is ready. Many founders do not want to let go of the company
because they are afraid the successors are not prepared, or
they are afraid to be without a job. Often, heirs sense this
reluctance and plan an alternative career. If, however, the
heirs see a plan in place that outlines the succession process,
they may be more apt to continue in the family business.
! An estate plan is critical for the family and
the business. Without it, you will pay higher estate taxes
than necessary. Taking the time to develop an estate plan
ensures that your estate goes primarily to your heirs rather
than to taxes.
For business owners who do little planning, the idea of preparing
four plans may seem overwhelming. Although it is not easy, the
commitment made by all family members during the planning process
is the key ingredient for business continuity and success. The
first rule for successfully operating and transferring the family
firm is: Share information with all family members, active and
nonactive. By doing this, you will eliminate problems that arise
when decisions are made and implemented without the knowledge
and counsel of all family members.
This publication will help you plan for a successful transfer
of ownership and avoid many of the problems family businesses
face when transfer of ownership occurs. The appendixes include
aids to help you implement the process
UNDERSTANDING THE FAMILY BUSINESS
This section will explore the nature of the family business
as a dual operating system, and will identify issues of greatest
concern to family business owners, as identified by family
business owners across the United States. As you review these
issues, you will see that, although you and your family are
unique, the challenges you face are not, because almost every
family business shares the same problems.
Also, perspectives of the individuals involved in a family
business will be presented. We tend to confuse personality
with perspective -- understanding the viewpoints of the different
actors involved in the family business (active and nonactive)
can help alleviate conflicts that may arise.
After reading this section, you and your family should complete
the Family Business Assessment Inventory in Appendix
What Is a Family Business?
Defined simply, a family business is any business in which
a majority of the ownership or control lies within a family,
and in which two or more family members are directly involved.
It is also a complex, dual system consisting of the family
and the business; family members involved in the business
are part of a task system (the business) and part of a family
system. As you can see in Figure 1, these two systems overlap.
This is where conflict may occur because each system has its
own rules, roles and requirements. For example, the family
system is an emotional one, stressing relationships and rewarding
loyalty with love and with care. Entry into this system is
by birth, and membership is permanent. The role you have in
the family -- husband/father, wife/mother, child/brother/sister
-- carries with it certain responsibilities and expectations.
In addition, families have their own style of communicating
and resolving conflicts, which they have spent years perfecting.
These styles may be good for family situations but may not
be the best ways to resolve business conflicts.
Figure 1 is a graphic not available in
Conversely, the business system is unemotional and contractually
based. Entry is based on experience, expertise and potential.
Membership is contingent upon performance, and performance is
rewarded materially. Like the family system, roles in the business,
such as president, manager, employee and stockholder/owner,
carry specific responsibilities and expectations. And like the
home environment, businesses have their own communication, conflict
resolution and decision-making styles.
Conflicts arise when roles assumed in one system intrude on
roles in the other, when communication patterns used in one
system are used in the other or when there are conflicts of
interest between the two systems. For example, a conflict may
arise between parent and child, between siblings or between
a husband and wife when roles assumed in the business system
carry over to the family system. The boss and employee roles
a husband and wife might assume at work most likely will not
be appropriate as at-home roles. Alternatively, a role assumed
in the family may not work well in the business. For instance,
offspring who are the peace makers at home may find themselves
mediating management conflicts between family members whether
or not they have the desire or qualifications to do so.
A special case of role carryover may occur when an individual
is continually cast in a particular role. This happens primarily
to children. Everyone grows up with a label: the good one, the
black sheep, the smart one. While a person may outgrow a label,
the family often perceives that person as still carrying the
attribute. This perception may affect the way that person operates
in the business.
Family communication patterns don't always affect the business,
but when they do it can be very embarrassing. Often you say
things to family members in a way you would never speak to other
employees or managers. This problem is compounded when your
communication is misread by the family member. Often parents
are surprised by a son's or daughter's negative reaction to
a business directive or performance evaluation. This reaction
is probably because the individual perceived the instructions
or evaluation as orders or criticism from Dad or Mom, not from
System overlap is apparent when conflicts of interest arise
between the family and the business. Some families put personal
concerns before business concerns instead of trying to achieve
a balance between the two. It is important to understand that
the family's strong emotional attachments and overriding sense
of loyalty to each other create unique management situations.
For example, solving a family problem, such as giving an unemployable
or incompetent relative a position in the firm, ignores the
company's personnel needs but meets the needs of family loyalty.
Another example of conflict of interest occurs when business
owners feel that giving children equal salaries is fair. Siblings
who have more responsibility but receive the same pay as those
with less responsibility usually resent it. In cases of sibling
rivalry, it isn't unusual for one sibling to withhold information
from another or try to engage in power plays, i.e., behaviors
that can be detrimental to the firm.
Much of this behavior can be eliminated or managed by devising
policies that meet the needs of both the family and the business.
Developing these policies is part of the family strategic planning
process. Before discussing them, you should make sure you have
identified all the issues that need to be addressed.
Issues in the Family Business
The list below contains the issues that most family businesses
! Participation -- who can participate in the family business
and under what circumstances.
! Leadership and ownership -- how to prepare the next generation
to assume responsibility for the business.
! Letting go -- how to help the entrepreneur let go of the
! Liquidity and estate taxes.
! Attracting and retaining nonfamily executives.
! Compensation of family members -- equality versus merit.
! Successors -- who chooses and how to choose among multiple
! Strengthening family harmony.
All of these issues and the others you include in the Family
Business Assessment Inventory can potentially cause business
conflict and family stress. But there are three steps you can
take to manage conflict and stress in a family business:
! Identify issues that may cause conflict and stress.
! Discuss these issues with the family.
! Devise a policy to address them.
A discussion of policy making, as well as establishing a forum
conducive to it, will be addressed later, in the section Family
Who Are the Actors?
The next consideration in understanding the family business
is to understand the perspectives of those involved. Without
this understanding, managing a family business will be difficult.
The actors in the family business can be divided into two groups:
(1) family members and (2) nonfamily members. Each group has
its own perspective and set of concerns and is capable of exerting
pressures within the family and the firm.
Neither an Employee nor an Owner
Children and in-laws are usually in this group. Although they
may not be part of the business operations, they can exert pressure
within the family that affects the business. For example, children
may resent the time a parent spends in the business. This creates
a problem because parents usually develop guilt feelings as
a result of their neglect and the resentment expressed by the
children. In-laws, on the other hand, are viewed either as outsiders
and intruders or as allies and therefore are usually ignored
or misunderstood. For example, a daughter-in-law is usually
expected to support her husband's efforts in the business without
a clear understanding of family or business dynamics. She may
contribute to family problems or find herself in the middle
of a family struggle. The son-in-law faces similar, if not worse,
problems. He may be placed in a competitive situation with his
wife's brothers. If he isn't involved in the family business,
he can still exert pressure on the business in his role as his
An Employee but not an Owner
This family member works in the business but does not have
an ownership position. For this individual, conflict may arise
for a number of reasons. For example, if he or she compares
himself or herself to the family member who has an ownership
position but is not an employee, a sense of inequity may result.
The member may voice his or her resentment: I'm doing all the
work, and they just sit back and get all the profits. Or resentment
may occur when decisions are made by owners alone. Here, he
or she may feel: I'm working here every day. I know how decisions
are going to affect the company. Why didn't they ask me? Family
members employed in or associated with a family business generally
expect to be treated differently from nonfamily employees.
An Employee and an Owner
This individual may have the most difficult position. He or
she must effectively handle all the actors in both systems.
As an owner, he or she is responsible for the well-being and
continuance of the business, as well as the daily business operations.
He or she must deal with the concerns of both family and nonfamily
employees. Often, the founder, as the sole owner and chief executive,
falls in this category.
Not an Employee but an Owner
This group usually consists of siblings and retired relatives.
Their major concern usually is the income provided by the business;
thus, anything that threatens their security may cause conflict.
For example, if the managing owners want to pursue a growth
strategy that will consume cash and has an element of risk,
they may face resistance from retired relatives who are concerned
primarily about dividend payments.
An Employee but not an Owner
This group deals with the issues of nepotism and coalition
building and the effects of family conflicts on daily operations.
Owners' concerns for nonowner employees usually involve recruiting
and motivating nonfamily employees and nonfamily owner-managers
who will have little or no opportunity for advancement, accepting
children of nonfamily managers into the business and minimizing
political moves that support family members over nonowner employees.
An Employee and an Owner
With the emergence of stock-option plans, this group has become
more important. Employees may become owners during a succession.
In companies where a successor has been chosen, partial ownership
of the company by its employees can foster cooperation with
the new management because the employees will personally share
the benefits and responsibilities of the company. In cases where
there is no successor, selling the company to the employees
who have helped build it makes good business sense. Employees
who own the company will want to be treated like owners, which
may be difficult for family members to understand and accept.
A thorough understanding of the behavioral consequences of an
employee stockownership program (ESOP) should be grasped before
a family implements such a program. Understanding the perspective
of the individuals around you, both family and nonfamily, will
make communicating and decision making easier.
BALANCING FAMILY AND BUSINESS GOALS
When conflict occurs in the family business, it can be traced
to a disparity in the goals of the individuals, the family or
the business. Perhaps a family member works in the business
out of economic necessity, not because he or she wants to. Or
perhaps the potential successor has plans for the business that
differ from current management plans -- different generations
usually have different goals. Whatever the cause, the conflict
must be addressed and resolved to avoid and prevent more serious
One way to define and align family and business goals is through
business and family strategic planning. In these plans, you
will create a mission statement for the business and for the
family that allows each element to complement the other. Once
you have completed this task, set goals for the family business
that will allow the family and business to prosper. Next, develop
a strategy to accomplish these goals and, finally, formulate
policies and procedures that control the family's involvement
in the business. Appendix B, the Strategic Plan Checklist, can
help you review the steps in strategic planning.
Business Strategic Planning
Strategic planning for family-owned businesses requires that
you integrate family issues, such as:
1. What are the long-term personal and professional goals
of family members?
2. What is the family mission? Why are you committed to establishing
and operating the business?
3. How do you envision the firm in the future?
4. Will family members be active in management or will they
be passive members?
5. How will issues such as compensation, benefits and performance
evaluation be handled?
The answers to these questions will affect the business strategy
and should be resolved before strategic planning begins.
Strategic planning involves analyzing the business in its environment
and devising a process for guiding its development and success
in the future. This process involves assessing the internal
operations and the current external environment (i.e., economic,
technological, social and political forces) that affect the
business. To begin this process, identify internal strengths
and weaknesses that may constrain or support a strategy. Components
of this assessment include (1) the organizational structure,
(2) the culture and (3) the resource. Make a list of the opportunities
available (growth, new markets, a change in regulations) and
the threats (increased competition, shortage of raw materials,
price cutting) to your business. This should give you some insight
into the current situation and provide a strategic direction.
Next, list the objectives of you and your family, identifying
personal needs and risk orientation. Many of these objectives
and goals will be addressed in your family strategic plan. Also,
you will find that your personal objectives will affect the
strategy you choose. For example, if there is a great opportunity
for growth in your market but you have a low risk orientation
and a high personal need for security, you probably should not
pursue high growth. It would be not only risky but also expensive.
Growth consumes cash, and cash must be generated internally
or financed externally. Your personal objectives should mesh
with your strategy.
Once you have identified opportunities in the industry, assessed
the strengths and weaknesses of the firm and listed your personal
objectives, you can proceed with the strategic plan. This will
! developing a mission statement,
! setting objectives,
! developing strategies to meet objectives, and
! developing action steps to implement the strategy.
The mission statement answers the question What business are
you in? It defines your customers and explains why you are in
business. The mission statement embodies the heart of the business
and gives direction to every facet of the business. Effective
! include specifications that allow measurement,
! establish the individuality of the firm,
! define the business in which the firm wants to be involved,
! are relevant to all with a stake in the firm, and
! are exciting and inspiring.
You should set reasonable objectives for the firm, based on
the mission statement, to ensure accomplishment of the firm's
mission. Objectives should be clearly stated, realistic, measurable,
time specific and challenging. Objectives can be created for
! revenue growth,
! earnings growth,
! sales and market share growth,
! new plants or stores, and
! product/service quality or corporate image.
Strategies are determined by your answer to the earlier question:
What will the firm be like in the future? Your strategic options
include the following:
! Stability -- success is derived from little change
! Profit strategy -- sacrifice future growth for
! Growth strategy -- growth may be achieved through
vertical integration (expansion from within), horizontal integration
(buy a competitor), diversification, merger or retrenchment
(turnaround or divestment).
Once the strategy is selected, action steps should be specified
that will guide the firm's daily activities. An example of an
action step is creating a budget to project the costs of a strategy.
This process also is known as tactical planning. The steps in
tactical planning should be practical and easy to implement
and account for; their purpose is to convert goals into manageable,
realistic steps that can be individually implemented.
Family Strategic Planning
The entire family should develop a mission statement or creed
that defines why it is committed to the business. By sharing
priorities, strengths and weaknesses, and the contribution each
member can make to the business, the family will begin to create
a unified vision of the firm. This vision will include personal
goals and career objectives.
An important issue to consider is how to set priorities for
the family and the business, i.e., decide which will come first,
the family or the business. How you answer this question will
influence your planning. Some family members will opt for the
business first, reasoning that, without a business, there will
be no financial security for the family. Others will opt for
the family first, reasoning that no business is worth the loss
of family harmony. A third alternative is to serve both family
and business perhaps not equally, but as fairly as possible.
Under this alternative, all decisions are made to satisfy both
family and business objectives. For example, a family may have
a policy that any family member may join the business, but he
or she must meet the requirements of the job. You may find this
is the best alternative because it forces a commitment to both
the family and the business.
The Family Retreat
Trying to plan a business strategy during normal office hours
is almost impossible. Plan a family business retreat to discuss
the goals of the individual family members and the goals of
the business. The first retreat should focus on reviewing the
firm's history, defining family and business values and missions,
creating a statement about the future of the business and reviewing
areas that need more attention.
The purpose of the retreat is to provide a forum for introspection,
problem solving and policy making. For some participants this
will be their first opportunity to talk about their concerns
in a nonconfrontational atmosphere. It is also a time to celebrate
the family and enhance its inner strength.
A retreat usually lasts two days and is held far enough away
so you won't be disturbed or tempted to go to the office. Every
member of the family, including in-laws, should be invited.
Begin planning your retreat about six weeks in advance.
Once you have picked a time and place, establish a tentative
agenda. The agenda in Table 1 is typical.
Table 1 Agenda for Family Retreat
||Review family business history
and current operations.
||Discuss individual career goals and assess
individual roles in the business.
||Discuss future plans of the company and how
family members fit in.
||Prepare written statements of the family and
business mission statements and goals.
||Discuss areas in which policies need to be
drafted (e.g. entry exit compensation).
||Prepare a preliminary draft of policies.
||Discuss areas in which better communications
are needed. What methods are needed to keep everyone (including
nonoperating family members) informed?
||Review retreat and plan for next meeting.
Your actual agenda will be tailored to meet the unique needs
of your family and business. Usually families will identify
some of the following issues for discussion at their first retreat:
! A family creed or mission statement.
! Management succession.
! Estate planning.
! Strategic business planning.
! The reward system.
! Performance evaluation.
! Communication within the family.
! Preparing adult children to enter the business.
! Transition timing.
! Exit and entry policies.
A series of questions that can be used to identify topics
for discussion is included in Appendix C.
You may consider using a retreat facilitator, a professional
experienced in helping family-owned businesses. The facilitator
helps identify issues for discussion before the retreat and
keeps the atmosphere nonconfrontational during the retreat.
The facilitator does not solve the family's problems but guides
the family in doing so.
The retreat is the beginning of a process. When a consensus
is reached by the participants, policies should be set, courses
of action planned and responsibility for implementation assigned.
When agreement cannot be reached, further discussions should
be planned, possibly with the continued assistance of the facilitator.
One important outcome of the retreat should be plans for periodic
family meetings and retreats in the future, so the dialogue
will continue. Open communications will enable the family to
come to grips with problems and issues while they are fairly
easy to solve. Once family members have reached a consensus
on the continuity of the firm and their roles in it, you can
begin planning for succession.
CHOOSING A SUCCESSOR
Succession is the transferring of leadership to the next generation.
It is a process rather than an event. While there is a time
frame within which the transition will occur, the actual amount
of time taken for the process is arbitrary. It will depend on
you, your family and the type of business you are in. This is
a difficult process for most family businesses. The failure
to face and plan for succession has been termed the succession
conspiracy by Ivan Landsberg (1988). He cites a number of forces
that act against succession planning:
-- Fear of death.
-- Reluctance to let go of power and control.
-- Personal loss of identity.
-- Fear of losing work activity.
-- Feelings of jealousy and rivalry toward successor.
-- Founder's spouse's reluctance to let go of role in firm.
-- Norms against discussing family's future beyond lifetime
-- Norms against favoring siblings.
-- Fear of parental death.
-- Reluctance to let go of personal relationship with founder.
-- Fears of differentiating among key managers.
-- Reluctance to establish formal controls.
-- Fear of change
-- Founder's colleagues and friends continue to work.
-- Dependence of clients on founder.
-- Cultural values that discourage succession planning.
Overcoming the forces against succession planning requires
the commitment of the family and employees of the business.
Succession occurs in four phases: initiation, selection, education
and transition. A discussion of each phase follows.
The initiation phase is that period of time when the children
learn about the family business. It occurs from the time the
children are born. A child can receive either a positive or
a negative impression of the family business. If parents bring
home the negative aspects of the business, complaining about
it and about employees and relatives, the children will view
the business in a very poor light. Other ways to destroy children's
interest in the business is to be secretive about it or to convey
an unwelcome or a hands-off attitude. There are families in
which children are welcome to join the family business, but
no one has told them so.
Owners are often cautious about systematically conditioning
their children to enter the family business, an attitude that
stems primarily from their awareness of individual differences
and their belief that their children should be free to select
a career path. If you do want your children to enter the business,
or at least have that as a career alternative, there are some
steps you can take to initiate them into the firm. The first
step in motivating your children is to be certain that is what
you want. Your lack of conviction about their involvement will
be communicated to them. This may be interpreted as doubt about
their ability, about the viability of the business or about
the potential of the parent-child relationship to survive the
strain of succession. Any of these situations can cause your
child to lose interest in the business.
Assuming your children know that you want them to enter the
business, you should talk with them often and openly about it.
Be realistic, but stress the positive aspects. Your business
provides you with many positive experiences to share with your
children. Your children should learn what values the business
represents, what the business culture represents and where the
business is headed.
Selection is the process of choosing who will be the firm's
leader in the next generation. Of the entire transition process,
this can be the most difficult step, especially if you must
choose among a number of children. Selecting a successor may
be viewed by siblings as favoring one child over the others,
a perception that can be disastrous to family well-being and
sibling harmony. Owners select successors on the basis of age,
sex, qualifications or performance. Because of the potential
for emotional upheaval, some owners avoid the issue entirely,
adopting an attitude of Let them figure it out when I'm gone.
Nevertheless, there are several solutions to this dilemma.
Assuming you have more than one child who is or can become qualified
for the position of president, you can select your successor
based on age. For example, the oldest child becomes the successor.
Unfortunately, the oldest may not be the best qualified. Placing
age or sex restrictions on succession is not a good idea.
Alternatively, you could have a horse race. Let the candidates
fight it out, and the best person wins. While this is the style
in some major corporations, it is not the best option for all
Family business owners may want to take advantage of a successor
selection model developed for corporate executive succession.
In this model, family members, using the strategic business
plan, develop specific company objectives and goals for the
future president or chief executive officer. The job description
includes the requirements for the position -- such as skills,
experience and possibly personality attributes. For example,
if a firm plans to pursue growth in the next five years, the
potential successor would be required to have a thorough understanding
of business valuations and financial statements, the ability
to negotiate and a good relationship with local financial institutions.
Designing such job descriptions provides a number of benefits.
First, it removes the emotional aspect from successor selection.
If necessary, the successor can acquire any special training
the job description outlines. Second, it provides the business
with a set of future goals and objectives that have been developed
by the whole family. Finally, the founder may feel more comfortable
knowing objectives are in place that will ensure a growing,
If you have an outside board of directors, you may want to
solicit their input regarding successor selection. The form
in Appendix D will help assess the potential successors in your
Training or educating the successor in the firm is a delicate
process. Many times a parent finds it difficult to train a child
to be successor. If so, an alternative trainer may be found
within the firm. A successful trainer will be logical, committed
to the task, credible and action oriented. These attributes,
when tied into a program that is mission aligned, results oriented,
reality-driven, learner centered and risk sensitive, will produce
a well-trained beneficiary. All of this, of course, is easier
stated than accomplished.
A training variant of the management by objectives (MBO) concept
is the training by objectives (TBO) concept. This concept can
be an effective method for providing both the training for and
the evaluation of successors. In the TBO process, both the trainer
(you or a nonfamily manager) and the trainee (potential successor)
work together to define what the trainee will do, the time period
for action and the evaluation process to be used. This system
allows the successor to be placed in a useful, responsible position
with well-delineated objectives. It also provides for steps
of increased responsibility as goals are met and new, more rigorous
goals are established. It is important that the successor enter
the firm in a well-defined position. Instead of entering the
company as assistant to the president, which requires that he
or she follow the president around all day, the successor (or
any other child) should enter with a specific job description.
In a small business this is very difficult because everyone
is usually responsible for all tasks. Nevertheless, the successor
cannot be evaluated effectively if he or she is not given responsibility
and authority for certain tasks.
Your business will enable you to determine which criteria
are necessary for good training. Usually, an owner wants to
assess a successor in the following areas:
! Decision-making process.
! Leadership abilities.
! Risk orientation.
! Interpersonal skills.
! Temperament under stress.
An excellent way to assess these skills is to let the successor
give his or her insight on a current problem or situation. This
is not a test and should not be confrontational. Instead, solicit
advice and try to determine the thinking process that is generating
your successor's suggestions. For example, you may be faced
with a pricing decision. Give the successor all the information
needed to determine whether or not to raise prices, then sit
back and listen. Ask questions when appropriate -- these should
be Why? and What if? After the successor is finished, say I
was considering. . . . This way each of you can learn how the
other thinks and makes decisions.
It is possible that your leadership style differs from that
of your successor. Your employees are used to your style. If
your successor's style is very autocratic and uncaring, your
company is going to experience problems. Potential successors
should be introduced into your outside network (e.g., customers,
bankers and business associates), something many managers neglect.
This will give everyone time to get to know your successor and
allow the successor to work with business associates and bankers,
and to get acquainted with customers.
The actual transfer of control to the successor occurs when
you retire. Research indicates that transitions are smoothest
! They are timely.
! They are final and do not include the entrepreneur's
participation in daily activities.
! The entrepreneur is publicly committed to an
orderly succession plan.
! The entrepreneur has articulated and supervised
the formulation of company principles regarding management
accountability, policies, objectives and strategies.
The transition can be effected gradually by relinquishing
more and more responsibility to the successor. One expert advises
the entrepreneur to take a number of planned absences before
actually relinquishing control. Let the successor see what it
is like to manage the business alone. Also, this allows you
to see that the business is not going to fall apart without
Once you announce your retirement date, do not rescind it.
There is no such thing as semiretirement. By the time your children
are in their 40s, they expect leadership roles in the firm.
If you refuse to let go, they may leave.
There are many reasons why entrepreneurs cannot let go of the
family business. Primary among these are financial ones. As
a business owner, you may be used to a large salary and benefits,
such as a car or insurance. After working hard in the business
most of your life, you want your retirement years to be comfortable,
not filled with financial anxieties. There are several ways
to ensure your financial security after retirement. Business
owners usually consider either taking what they need from the
company after they retire or arranging a buy-out that will give
them the needed liquidity without placing an undue financial
burden on the company. If you don't sell the company and your
financial security is contingent on its daily operations, you
will be less likely to retire completely. Your successor needs
full control, and you probably won't let that happen. Also,
the company may not be able to support you and the successor
and still pursue the strategy you have set for it. Finally,
you may not be able to meet your financial goals from income
generated by the company.
To avoid these problems, consult with a financial planner or
an attorney to determine the method of transfer that is best
for you. There are tax consequences to the outright sale of
the business to your children. Also, an outright sale may burden
the company with too much debt. Other alternatives include an
installment sale or private annuity, or funding a buy-sell with
insurance proceeds. To provide effectively for your retirement,
seek professional assistance in this area.
There are other reasons why the entrepreneur doesn't want to
let go. One of the primary reasons is the fear of retirement.
To understand this fear, it is necessary to appreciate the relationship
between work, the meaning of life and social evaluation. For
many founders, work and the business are synonymous with a meaningful
life. The intense involvement the entrepreneur has with the
business increases the importance of the job and his or her
identity. Removal from work is like losing a part of oneself.
Work is important to the entrepreneur because it provides
! Economic returns.
! Opportunities to contribute to society.
! Status and self-respect.
! Social interaction.
! Personal identity.
! Structured time.
! Escape from loneliness and isolation.
! Personal achievement.
That's a lot to ask someone to give up. Especially important
is the loss of status and social power. The leader of a firm
wields a great deal of influence and enjoys public impact and
public exposure. Retirement means giving up this power. Because
this loss is unpleasant, it is not uncommon for a founder to
give a successor the responsibility for running a firm and still
try to retain power and privileges from a position on the board
The entrepreneur who successfully lets go has (1) a sound financial
plan for retirement, (2) activities outside the business that
can provide social contact and power, (3) confidence in the
successor and (4) a willingness to listen to outside advisors.
Board of Directors
Most small businesses do not have a board of directors, but
a board can be invaluable during the succession process. A board
can help management determine objectives and strategies, provide
specialized expertise and even arbitrate feuds among family
The board is usually composed of both insiders and outsiders.
Although family businesses usually are operated in a very private
manner, there are benefits to making outsiders board members.
They come with different backgrounds and perspectives, and provide
checks and balances. Outside directors don't work out well if
they lack knowledge about the firm and its environment, or if
they are uncommitted to board responsibilities.
If you decide to develop a board, you should be totally committed
to the process. There are difficulties associated with boards
(time and money) and the entrepreneur must be willing to make
the board a viable entity.
The first step would be to establish goals and objectives for
the board. You should set these objectives before you recruit
or make a commitment to any members. Boards can expand your
network, provide input into the succession process, judge the
successor's progress or help determine a transition date. But
boards should not get overly involved in operational or day-to-day
The second step is recruiting. A board should have five to
seven members, including three or four outsiders. Select them
carefully. You can find them in civic and charitable organizations,
among acquaintances and at local universities. You should know
and have a good rapport with prospective members, and you should
determine their ability to provide concrete advice and direction
for the business. The following are a few good questions to
! What is their background?
! How are they thought of in the community?
! What do your present directors think of them?
Make sure they have the qualifications to help realize the
goals and objectives you have set. The remainder of the board
is composed of top insiders. Your potential successor may be
invited to attend the meetings, or you may choose to make him
or her a member of the board.
If you decide to develop a board, or if you feel you need to
know more, you will find Outside Directors in the Family
Owned Business to be an excellent reference on the topic.
It is listed in the reference section.
Making Succession Work
To make succession work, you must communicate. This is the
key ingredient. Use the family retreat as well as family meetings.
Family meetings can educate the family in discussions about
the nature of the firm, the kinds of leadership skills needed,
entry and exit conditions, decision-making policies and conflict
resolution procedures. Casual conversations about these issues
can contribute to your formal planning later on.
Family meetings do not have to be formal affairs, but they
should occur regularly and have an agenda. Parents don't have
to lead the meeting; have the offspring organize and conduct
a portion of the meeting. Use the meetings to defuse any potential
Anticipate problems. Will there be any problems with nonfamily
members? If so, which ones? How will they be a problem, and
what can you do (short of firing them) to handle it?
Sibling rivalry is another problem to consider. Does it exist?
If so, how will you resolve it? It may not be a problem until
the successor is named. Develop a code of conduct for sibling
relations. This code will outline how siblings must act toward
each other (i.e., in a way conducive to a healthy business),
including how to work together, how to play together and how
to keep spouses informed about what's going on. Anticipate problems
that may arise and meet them head on.
Succession is a process that may extend from three to six
years or longer depending on your age and on your successor's
age. It occurs in phases. Over a period of time, you initiate
or educate your children to the family business. After determining
a successor, you develop a plan to transfer leadership in the
family business. The decision to announce who the successor
is and when the transition will occur depends on the family.
There are benefits to making an early announcement, including
(1) reassuring employees, suppliers and customers, (2) allowing
siblings time to adjust to the decision and to make alternative
career decisions, if necessary, and (3) enabling the entrepreneur
to plan for retirement.
The fundamental goal should be to pass the family business
successfully to the next generation. To do this you must feel
financially secure, secure with the company's future goals and
plans and secure with your successor.
The last plan to consider is your estate plan. In the family
business, the bulk of your assets are usually tied up in the
business. You need an attorney who understands family business
and the laws concerning transferring business assets across
generations. While the following information is not a substitute
for advice from legal counsel, it may help you in planning your
The 1990 income tax law revived the recapitalization technique
known as estate freeze, which had been eliminated. This technique
allows the owners of a business to reduce their estate taxes
by freezing the value of the business at a particular point
in time. Estate taxes are reduced because the majority of the
stock of the business will not appreciate over time.
The owners do this by creating preferred stock that enables
them to retain operating control of the business while transferring
common stock to their children. Unlike common stock, preferred
stock will not appreciate over time. However, when preferred
stock is transferred to the children, they will pay estate taxes
in the form of gift taxes. It is highly recommended that you
consult legal counsel concerning this matter because tax laws
are constantly changing.
Transfer Tax Deferral Techniques
This first set of techniques includes the will, living trust,
marital deduction trust and installment payment.
The last will and testament is a legal declaration
of your desires or wishes regarding the disposition of your
probate estate. It is the basic element of most estate plans.
If you have not prepared your own will, your state of residence
has prepared one for you through its laws and regulations.
The living trust is a completely changeable agreement
between its creator (donor) and its property manager (trustee)
established for the benefit of a recipient (beneficiary). It
is created while the donor is alive to hold assets for the donor's
use until death and for use in transferring property outside
of the donor's will (as part of the donor's nonprobate estate)
upon the donor's death. It is particularly useful in managing
the donor's property during a long term disability.
The marital deduction trust is created in your will
or in your living trust for the benefit of your spouse after
your death. The minimum benefit your surviving spouse can receive
is the mandatory distribution of income from the trust property.
Your spouse's rights to the trust principal while you are alive
can be limited by you as stated in the trust agreement. Property
placed in a qualified marital deduction trust is not subject
to federal estate tax at your death. Instead, any tax is assessed
when your spouse dies. This type of marital deduction trust
is called a qualified terminable interest property trust (QTIP
Trust). The disposition of the trust property, if any, remaining
at your spouse's death is determined by you under the terms
of the trust agreement, not by your spouse's will.
A fourth transfer tax deferral tool is the installment
payment of the federal estate tax attributable to the value
of a family business. Internal Revenue Code Section 6166 allows
a 14-year payout of the estate tax. To qualify, the family business
must be an active trade or business, and your interest in the
business must have a value equal to at least 35 percent of your
estate. Qualification of the deferred payout allows you to pay
no federal estate tax on the value of the family business for
five years. The federal estate tax, with annual interest, is
paid in equal annual payments over a ten-year period beginning
in the fifth year. However, a sale by your heirs of 50 percent
or more of your interest in the family business during the payout
period will result in accelerating the estate tax payment.
Transfer Tax Exclusion Techniques
A second set of tools available to the estate planner are
transfer tax exclusion techniques. These include the unified
credit/exemption equivalent trust, the dynastic trust, the annual
exclusion gift, unified credit/exemption equivalent gift and
the statutory grantor retained interest trust.
The unified credit/exemption equivalent trust is
created in your will or living trust for the benefit of whomever
you desire. It is funded with the maximum amount of property
you can leave to beneficiaries other than your spouse without
the application of the federal estate tax (generally $600,000).
While you are free to designate any trustee and beneficiary
you desire to provide for restrictive or expansive trust terms,
normally your surviving spouse or children are the beneficiaries.
The dynastic trust is created in your will or in
a living trust. It is funded with the maximum amount of property
you can leave to grandchildren or other third generation beneficiaries
without the application of the federal generation-skipping transfer
tax (generally one million dollars).
The annual exclusion gift consists of gifts of cash
or other property of $10,000 or less per recipient per year.
These are free of federal gift taxation. Such gifts, as well
as their appreciation in value and future income from them,
are also excluded from federal estate and generation-skipping
The unified credit/exemption equivalent gift is a
gift of a future interest in property or of a personal interest
in excess of the annual exclusion gift amount. This gift may
be made in the amount of $600,000 during your lifetime without
incurring federal gift taxation and will exclude postgift appreciation
and income of the property from your estate for purposes of
federal transfer taxation. This tool is integrated with the
unified credit/exemption gift. This means the united credit's
exclusion of $600,000 in property value is allowed only once.
You may, however, choose to take it while you are living or
at your death.
The statutory grantor retained interest trust is
a trust created while you are alive. It provides for retaining
an income interest in the property transferred to the trust
for a ten-year term. It also provides a transfer, by you, of
a remainder of the interest in the trust property to a third
party at the end of the term. The value of your gift for federal
gift tax purposes is the value of the remaining interest as
determined by an IRS table. If you survive the trust term, the
entire value of the trust property (including any appreciation
in the value of the property) is excluded from your estate.
If you die during the trust term, the entire trust property,
at its value on the date of your death, is subject to federal
estate taxation. You, however, receive credit for any gift tax
paid or unified credit used in creation of the trust. But you
may not be the trustee of this trust.
Again, seek competent legal help when you begin planning your
estate. There are some aspects of estate planning that you should
consider. Many times the bulk of the business owner's estate
is the business assets. If you leave these assets to your successor,
other siblings may be left out. If you divide them equally among
siblings, you deny control to your successor. Children need
to be treated fairly; therefore, it is important that you consider
carefully all aspects of estate planning.
Transferring the family business requires the family to make
a determined effort to do the following:
-- Business mission.
-- Business goals.
-- Strategy to achieve goals.
! Create a business strategic plan, including
-- Unified vision of the family's role in the business.
-- Code of conduct for family members.
-- Joint operating policies that serve the family and
-- Family creed.
! Create a family strategic plan, including a
! Prepare a Financial Plan for Retirement.
! Prepare an Estate Plan.
! Prepare a Succession Plan, including
-- Arranging for successor training.
-- Setting a retirement date.
-- Championing your successor.
There are many organizations, books and magazines that can
help you plan and manage a successful family business. Refer
to Appendix E: Information Resources. Gather as much information
and read as many references as possible before you devise a
plan for managing and transferring the family business. You
will find that following the guidelines discussed in this publication
will make the process easier and more successful.
Benson, B., E.T. Crego, and R.H. Drucker. Your Family
Business. Homewood, IL: Dow Jones-Irwin, 1990.
Bowman-Upton, N. Family Business Succession. Waco,
TX: Institute for Family Business, Baylor University, 1987.
Danco, L.A. and D.J. Jonovic. Outside Directors in the
Family Owned Business. Cleveland, OH: The University Press
Landsberg, I. The Succession Conspiracy, Family Business
Review. 1(1981): 119144.
Ward, J.L. Keeping the Family Business Healthy. San
Francisco: Jossey-Bass Publishers, 1988.
APPENDIX A: FAMILY BUSINESS ASSESSMENT INVENTORY
|Have goals for sales and profits been set?
|Do we have a business plan?
|Do we have a strategic plan?
|Is the business in good financial standing?
|Do we have a compensation system?
|Do we have a performance appraisal system?
|Do we have a board of directors?
|Can we attract and retain nonfamily managers?
|Is the business in a highly competitive industry?
|Are we experiencing an increase in sales?
Family business issues
|Do family members know they are welcome to
join the firm?
|Do we have policies for entry into and exit from the firm?
|Is a system in place to train and develop the successor?
|Do we have a succession plan?
|Can family members in the firm effectively communicate?
|Do we have a system to resolve conflict among family members?
|Are women welcomed in the business?
|Is there a minimum amount of sibling rivalry in the firm?
|Is there a system in place for choosing a successor?
|Does the family agree on goals for the business?
If you answered no to any item action should be outlined and
implemented to address and set policies for that item.
The following items need to be discussed in the family business:
! Leadership succession.
! Ownership transfer.
! Communication policies.
! Compensation policies.
! Rights and responsibilities of nonfamily employees.
! Rights and responsibilities of in-laws.
! Creating change.
! Development of a management team.
! Long-term planning for the business.
! Obtaining financing.
! Financial equity among children.
! Resolving conflict.
! Hiring and firing practices.
! Sibling rivalry.
! Organizational relationships.
! Working with advisers.
This list should be distributed to every family member. Responses
should be compared and issues of concern to family members identified.
Unresolved issues should be discussed and polices established
to resolve them.
APPENDIX B: STRATEGIC PLAN CHECKLIST
|Have I listed the emerging opportunities in
|Have I listed the environmental threats to my firm?
|Have I listed the internal strengths of my firm?
|Have I listed the internal weaknesses of my firm?
|Have my family and I listed our personal goals and objectives?
|Do I have a mission statement?
|Have I listed goals (objectives) for the firm?
|Are the objectives for my firm in line with my family's
|Are the objectives for my firm in line with the analysis
of my firm's strengths and weaknesses?
|Have I written a strategy to meet my objectives?
|Are my actions
||-- manageable (one year or less)?
||-- accountable (someone is responsible)?
APPENDIX C: PRE-RETREAT PLANNING
Determine which questions would be most beneficial to address
at your retreat. Have everyone answer these.
1. Do you have a desire to be the successor in the family business?
2. What are your reasons for wanting to be the successor?
3. Have you signed a letter of commitment?
4. Do you intend to work outside the family business?
5. Do you have the necessary education to handle the job?
6. Are your values comparable to the founder's values?
7. What strengths do you have that can benefit the organization?
8. Do you have a vision for the company?
9. Are you willing to make sacrifices (such as your family
time) for the business?
10. Is your choice to become successor your own, or is it
expected by the family?
Questions Dealing with the Family
1. What are the reasons for perpetuating the family business?
2. Are you aware that the odds are not in favor of the survival
of the business?
3. What is the history of the family business?
4. How does the family get along?
5. Is anyone qualified to be the successor?
6. Who will choose the successor?
7. How will the successor be chosen?
8. At what age will potential successors be allowed to work
in the family business?
9. Is there a minimum education level required to become the
10. Will there be a position in the family business for all
11. Are there any special conditions for entering the family
12. Who will determine salaries?
13. Will salaries be paid evenly across the board or by performance?
14. Will a mentor be assigned?
15. Will the successor be accepted by the family?
16. Is anyone in the family eligible to become the successor?
17. How will conflict among relatives be resolved?
18. Will the successor start in an entry-level or management
19. At approximately what age will the successor take control?
20. Will a spouse be allowed to work in the family business?
21. How long will the potential successor remain in control?
22. Is there a procedure for filing grievances in the business?
23. Is there a code of conduct?
24. Will all potential successors work at the headquarters
or at different divisions?
25. Are the successor's suggestions taken seriously?
Questions Relating to the Business
1. In what stage of the industry life cycle is the family
2. What is the company's mission statement?
3. Can the business support another executive?
4. What are the company's strengths and weaknesses?
5. Who are the firm's competitors?
6. Are there any barriers to entry?
7. What are the competitors' strengths and weaknesses?
8. What is the business's current market share?
9. Has the founder told employees the business will stay in
10. Do employees hear news directly or through the grapevine?
11. How does the family business compare with other companies
in the same industry?
12. Is there a manager in place capable of running the business
if something should happen to the founder and the successor
is not ready?
13. Will current employees stay when the power changes hands?
14. Are the company's goals shared by the employees?
15. Is the family business ahead or behind technologically?
16. Does the interest of the family or at the business come
17. Is the family willing to sacrifice today to prosper later?
18. Will the employees accept the successor?
19. Is the timing right to announce the successor?
20. Is there fresh talent in senior level positions?
21. Is there an established budget?
22. Is reinvesting in the family business a priority?
APPENDIX D: ASSESSMENT OF CANDIDATES
Instructions: List below all of the potential successors to
you as principal owner. For each quality rate the candidate
on a scale of one to five with five very high and one very low.
The Columns should be labeled
! Related education
! Relevant experience
! Commitment to family and firm
! Management style
! Communications ability
! Financial stewardship for the family
! Guts and ambition
! Alignment with your values
Meaning of totals: The total for each candidate is your assessment
of how capable he or she would be as a successor. The total
column across the bottom indicates the qualities in good supply
in your group and those that may be lacking.
APPENDIX E: INFORMATION RESOURCES
U.S. Small Business Administration (SBA)
The SBA offers an extensive selection of information on most
business management topics, from how to start a business to exporting
SBA has offices throughout the country. Consult the U.S. Government
section in your telephone directory for the office nearest you.
SBA offers a number of programs and services, including training
and educational programs, counseling services, financial programs
and contract assistance. Ask about
- SCORE: Counselors to America’s Small Business, a national
organization sponsored by SBA of over 11,000 volunteer business
executives who provide free counseling, workshops and seminars
to prospective and existing small business people. Free online
counseling and training at www.score.org.
- Small Business Development Centers (SBDCs), sponsored
by the SBA in partnership with state governments, the educational
community and the private sector. They provide assistance, counseling
and training to prospective and existing business people.
- Women’s Business Centers (WBCs), sponsored by the
SBA in partnership with local non-government organizations across
the nation. Centers are geared specifically to provide training
for women in finance, management, marketing, procurement and
For more information about SBA business development programs
and services call the SBA Small Business Answer Desk at 1-800-U-ASK-SBA
(827-5722) or visit our website, www.sba.gov.
Other U.S. Government Resources
Many publications on business management and other related topics
are available from the Government Printing Office (GPO). GPO bookstores
are located in 24 major cities and are listed in the Yellow Pages
under the bookstore heading. Find a “Catalog of Government Publications
Many federal agencies offer Websites and publications of interest
to small businesses. There is a nominal fee for some, but most are
free. Below is a selected list of government agencies that provide
publications and other services targeted to small businesses. To
get their publications, contact the regional offices listed in the
telephone directory or write to the addresses below:
Federal Citizen Information Center (FCIC)
The CIO offers a consumer information catalog of federal publications.
Consumer Product Safety Commission (CPSC)
Washington, DC 20207
The CPSC offers guidelines for product safety requirements.
U.S. Department of Agriculture (USDA)
12th Street and Independence Avenue, SW
Washington, DC 20250
The USDA offers publications on selling to the USDA. Publications
and programs on entrepreneurship are also available through county
extension offices nationwide.
U.S. Department of Commerce (DOC)
Office of Business Liaison
14th Street and Constitution Avenue, NW
Washington, DC 20230
DOC's Business Liaison Center provides listings of business
opportunities available in the federal government. This service
also will refer businesses to different programs and services
in the DOC and other federal agencies.
U.S. Department of Health and Human Services (HHS)
Substance Abuse and Mental Health Services Administration
1 Choke Cherry Road
Rockville, MD 20857
Helpline: 1-800-workplace. Provides information on Employee
Assistance Programs Drug, Alcohol and other Substance Abuse.
U.S. Department of Labor (DOL)
Employment Standards Administration
200 Constitution Avenue, NW
Washington, DC 20210
The DOL offers publications on compliance with labor laws.
U.S. Department of Treasury
Internal Revenue Service (IRS)
1500 Pennsylvania Avenue NW
Washington DC 20230
The IRS offers information on tax requirements for small businesses.
U.S. Environmental Protection Agency (EPA)
Small Business Ombudsman
1200 Pennsylvania Avenue NW
Washington, DC 20480
The EPA offers more than 100 publications designed to help small
businesses understand how they can comply with EPA regulations.
U.S. Food and Drug Administration (FDA)
5600 Fishers Lane
Rockville MD 20857-0001
The FDA offers information on packaging and labeling requirements
for food and food-related products.
For More Information
A librarian can help you locate the specific information you
need in reference books. Most libraries have a variety of directories,
indexes and encyclopedias that cover many business topics. They
also have other resources, such as
- Trade association information
Ask the librarian to show you a directory of trade associations.
Associations provide a valuable network of resources to their
members through publications and services such as newsletters,
conferences and seminars.
Many guidebooks, textbooks and manuals on small business are
published annually. To find the names of books not in your local
library check Books In Print, a directory of books currently
available from publishers.
- Magazine and newspaper articles
Business and professional magazines provide information that
is more current than that found in books and textbooks. There
are a number of indexes to help you find specific articles in
- Internet Search Engines
In addition to books and magazines, many libraries offer free
workshops, free access to computers and the Internet, lend skill-building
tapes and have catalogues and brochures describing continuing
Published - August 2011