DENNIS T. JAFFE, PhD, is professor of organizational
inquiry at Saybrook Graduate School in San Francisco. He is
the founder of Changeworks Solutions in San Francisco.
All four companies are consulting firms that work with family businesses. Together the authors have formed the Aspen Family Business Group, an educational venture that provides resources to family businesses and their professional advisers. They are the coauthors of Working With Family Businesses: A Guide for Professionals.
Family-owned businesses represent the heart of America. As important as they are, however, special challenges, conflicts and problems-mostly related to managing the complex boundaries between the family and the business-constantly threaten them. CPAs often are the closest, most trusted and typically the first professional advisers who discover such problems. They have the opportunity-and the challenge-of helping family businesses overcome the dangers they face. CPAs can help not only with huge problems that threaten to tear the business and family apart but also by anticipating lesser concerns and offering advice on addressing them.
In an ongoing poll of family business advisers, we found that over half of their clients had conflicts that made it difficult for them to follow sound business advice. Accountants working with family businesses can do a better job if they understand the special dynamics of such businesses and use this knowledge to help their clients deal with important financial issues. In a sense, CPAs may need to become "financial therapists" to help family businesses through certain difficult circumstances.
Working as a family business counselor entails modifying the traditional CPA role in two ways:
1. The CPA must strengthen his or her role as an adviser to the entire family business and not just advise the individual business owner alone. CPAs should tell business owners explicitly that they must adopt a different role. In many cases, the difference between the two roles is negligible. However, the CPA needs to become an adviser to everyone who is a stakeholder in the business-including current or potential owners. This may mean telling the owner he or she needs to share more information with family members or involve more of them in the business. This role shift may help prevent conflict-of-interest problems for the CPA, for example when he or she is asked to do estate planning for the business owner and the owner's testamentary wishes are not in the best interests of the entire family.
2. The CPA needs to spend less time on current problems and more time looking ahead and helping the family develop processes, procedures and agreements that anticipate difficulties. Issues such as succession, future strategic choices or employing family members are things family business owners often try to put off. CPAs must let the owner know this delay may be costly. Helping family businesses anticipate concerns and draw up policies to deal with them can prevent conflict. For example, if a family develops a family employment policy that describes who is entitled to join the business and under what circumstances, it is less likely that family members will feel the resentment that occurs when employment decisions are made arbitrarily.
THE PSYCHOLOGY OF FAMILY BUSINESSES
Issues such as a family member's role in the business, compensation, control, succession and sharing information and power are not unique to family businesses. Nor are conflict, greed or jealousy. But the intensity of feelings, the confusion of family roles vs. employment roles vs. ownership roles, the history of relationships and psychological baggage all add to the unique challenges CPAs face when advising family businesses.
Entitlement, for example, is a major source of conflict: "As oldest son, I am entitled to be president." "As owner of a (minority) interest in the company, I am entitled to tell employees what to do." "As a member of this family, I am entitled to represent the business in the community." "As chief financial officer, I am entitled to tell my cousins how to spend their dividends or to withhold them entirely if they are wasting the money."
These statements use the business to reflect a family expectation. Family businesses may go to great lengths to avoid talking about such expectations. For example, if a business owner planning her estate fears that conflict will arise among her offspring about succession, she may avoid completing her will or taking other actions, often with grave financial consequences. But such avoidance comes at the expense of considerable financial benefits to her children. A CPA can help by working with family members to explore the conflict and bring the concerns to the surface. This can be done by probing the mother's concerns and helping her speak to each of the heirs-together or separately-about her intentions. The CPA's goal is to make sure the issues are addressed directly because resolving them means the mother can complete her estate plan.
Business issues often are surrogates for much larger unresolved issues between siblings that may go back to childhood. Two brothers may squabble over the smallest business decision-while neglecting big issues-and the business suffers. The sibling rivalry that once existed over bicycles, baseballs and bats now involves products, machinery and capital expenditures.
The CPA must help the family make the important distinction between the family's goals and those of the business. The family's goal is to develop self-esteem and to nurture the children so they grow into responsible adults. The focus of the business, on the other hand, is to generate profits and be economically successful. When these goals get mixed, problems almost always develop. Since the family's goals usually take precedence over those of the business, the business suffers from family-oriented decisions. The CPA can help the family explicitly define goals for the business and for the family and point out instances where the two sets of goals conflict.
There are several ways CPAs can help families untangle a family business. First, the CPA can help family members see they are mixing family with business. While this is not wrong, the family must begin to see the need to add some order to dealings between the family and the business. Such dealings, when they occur, should be at arm's length. After pointing out the problem, the CPA turned family business adviser should gather the entire family together to begin working on crucial issues. By convening and facilitating a family meeting or a series of them, the CPA-frequently with the help of a family business consultant-can educate the entire family about the responsibilities they have to the business and help them to
- Explore family issues, feelings and concerns that get in the way of sound business practices.
- Talk about issues before they become crises.
- Develop agreements and guidelines that anticipate conflict but allow flexibility.
|Exhibit 1: Family Business Compensation Guidelines|
CREATING FAMILY GOVERNANCE STRUCTURES
The most effective tools to facilitate problem solving between a family and a business are family governance structures that create clear boundaries and understandings among family members and manage the boundary between the family and the business. These structures include family councils, family boards and other groups that define relationships among the various stakeholders and give them a legitimate voice in the company. The structures are, in effect, the "constitution" or ground rules for family relationships. They are supported by well-conceived policy statements and legal documents such as buy-sell or shareholder agreements that help families get through troubling times such as the death or withdrawal of an owner.
Since the family is responsible for a large amount of wealth and a number of people, it needs to formalize how it operates on financial and business matters. While there are many special situations and many types of governance structures, all family businesses need two basic structures.
Family council . This is a group-composed of all adult family members, including spouses-that meets regularly to make agreements and share understandings about the family's role in the business and in promoting the growth, development and welfare of family members. As such, it can consider any type of issue. Family councils become more critical to families facing significant transitions, such as succession. In the council, family members can present issues, share information, clear up misunderstandings and resolve private matters without involving the entire business. Many family councils meet at least annually, usually in a retreat setting. They include time for family relaxation and fun and can become a meaningful way for family members to tell each other about nonbusiness activities and to discuss the future.
Family board . Out of the family council comes a smaller group of family members who are owners or key managers in the business. In most cases, this also is the board of directors, although as the business grows, typically a need arises for a board that includes outside members but may not be able to include all family owners. The family board manages the boundaries between the family and the business, dealing with issues of entry, compensation, ownership and management succession. It is most effective when family members can air succession issues long before they become crises. For example, the family board can set the expectations for succession and the process for selecting future leaders.
COMPENSATION AND EMPLOYMENT
The family board should be asked to mediate conflicts about the compensation and employment of family members. If a conflict has not arisen already, CPAs can expect one will at some point. Compensation and employment are hotbeds of potential trouble because they tend to invoke questions of fairness and differences of ability among siblings, which families tend to downplay or ignore altogether. For example: John doesn't work as hard as Fred and wants to play golf all the time but also wants to be paid as much as Fred. The family business compensation guidelines in exhibit 1, above, are helpful principles to sort through such concerns.
A family employment policy (see exhibit 2 ) is a practical tool for defining who can work for the family business, under what circumstances, the preparation required, how performance problems will be handled and how the person fits into the current and future organizational structure. Having open discussions and an established employment policy anticipates potential conflict and provides the means to work out solutions before problems become serious. There are many reasons why families don't develop clear compensation plans. In some cases, the business is used to give family members gifts the parents think are due them.
Several common scenarios can lead to conflict:
1. The parents try to do everything equally. They want each sibling to have a place in the business, with equal salary, rank and ownership. While this may be fair for the family, it neglects issues such as who is giving more to the business, who is more capable and who has made a longer term commitment.
2. Treating the business as a family welfare agency. Parents want to take care of weak, unhappy, neglected or even drug dependent children-or an offspring who is having a child and needs more income-by putting them into the business. This raises the problem of more responsible siblings and other employees having to work even harder to make up for the child the parents are trying to protect.
Both of these scenarios demonstrate how some families use the business to do things the family should do on its own. Putting offspring into a business is very different from making gifts or helping a child make ends meet. The unintended effect is that helping one family member has adverse consequences on the people who are giving to the business and who need to be fully committed to maintain and develop it for the future.
As a family business passes from its founders to the second or third generation, the issues of its strength and vitality are central to questions of compensation. As the business grows, the need for competent, contributing and committed employees grows. Employees are less close to the founder and less willing to tolerate family retainers. Fairness also comes up when an employee makes less than a fair market wage-or less in comparison to what family members are paid. Many family businesses find seemingly loyal long-term employees will leave in response to unfair family compensation.
Still, it's difficult to convince a family to rationalize its compensation systems. CPAs may discover this dilemma when asked to consult with a family about a related issue, such as succession or an estate plan. CPAs face two challenges:
1. To raise the issue with all family members and make the case for rationalizing compensation.
2. To deal with family history, such as past promises, misunderstandings and feelings of entitlement that are the residue of years of irrational compensation policies.
Here are the steps CPAs can recommend for adopting a fair system.
- Make the case for compensation as a purely business issue. If there is no family council or family board, begin by presenting the business owner with concerns about the status of family members' compensation. Describe the drawbacks of the present compensation system. Let the client know that the most effective family businesses tend to shift to a business-first compensation system as the business grows, usually before it moves into a second generation.
Present the issues to the entire family. Assume it
will be difficult for the business owner to make the case to the
family. Ask the family to call a family meeting. The issues should
be presented clearly to all the family members working in the
business, as well as to those who may inherit ownership but who do
not currently work in the business. Families often find it helpful
to include spouses, because some work in the business or may in the
future. If not included, spouses get a limited perspective on what
is happening and sometimes can cause their partners to undermine
Hold a meeting where you present a case for change in compensation and discuss it fully with the family. Make it clear that this does not have to be done all at once but that the process should be set in motion. Also, let it be known that the family has some flexibility in setting up compensation guidelines and that the entire family should meet to set them. Have them agree to begin discussing the issue.
Review the family's history about money, business and
compensation. Explore the basis for past decisions and
their consequences. Shifting from policies that have as their first
priority satisfying family issues to policies that put the business
first will take some work on the family's part, because its history
includes many prior agreements and expectations. The family should
look at some of the long-term consequences of the current
compensation model and explore what changes are needed. This may
lead to discussions about where the business will go in the next
generation and who will become its owners. Compensation issues also
link to inheritance of other assets and family gift-giving patterns.
Generally, the policy that evolves should separate family gifts and
inheritances from ownership of the business and working for the
There may be some dissenters, often those who benefited most from the old policy. They must be helped to accept the new way by firm responses from the business owner or compensatory gifts or benefits from other parts of the family's resources.
- Help the family develop a plan it will follow . The final task is to assist the family in drawing up a plan that blends the adviser's expert knowledge with what the family is willing to agree to. CPAs can propose several models for the family to consider or work with a family steering committee to develop guidelines. It's important that everyone is behind the model, not just agreeing to something they will undermine or question when the family gathering has ended. The agreement should include enforcement provisions-mechanisms to make sure they are implemented and penalties for not doing so-as well as a way of making sure family members follow up on their agreements. This usually takes the form of regular meetings of the family council to deal with internal family matters and of the family board to administer agreements about family participation in the business. The family board typically reports to the family council on its policies and decisions to avoid misunderstandings and keep the entire family informed.
KNOWING WHEN YOU NEED HELP
CPAs will not be able to solve all a family's problems, particularly if nonbusiness concerns threaten to overwhelm everything else. The key is knowing when to call in other experts. Some CPAs are comfortable helping individuals and families deal with highly emotional matters, while others should seek help from a family business consultant. An important marker is the degree of conflict and emotional upset in the family. The greater the feelings, the more need there is for the CPA to seek outside help.
A family business consultant is a professional adviser who has a background in family and organizational dynamics. Such consultants are available to work closely with CPAs to help family members explore and resolve emotional issues that prevent them from operating the family business in an objective and straightforward manner.
BEWARE THE PITFALLS
CPAs serve and help promote the viability of many important business institutions. Being aware of the potential pitfalls of family dynamics and understanding how to navigate around them will make it easier for CPAs to work with family-owned businesses. The key to being effective with family businesses lies in being able to shift from financial expert to family adviser. The tools CPAs will use are geared toward helping manage the relationship between the family and the business and helping the family create clear procedures to regulate its activities.
|Exhibit 2: Family Employment Policy|