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Family Business FAMILY BUSINESS THIRD EDITION Ernesto J. Poza Thunderbird: The Garvin School of International Management Australia . Brazil . Japan . Korea . Mexico . Singapore . Spain . United Kingdom . United States Family Business, Third Edition © 2010, 2007 South-Western, a part of Cengage Ernesto J. Poza Learning VP/Editorial Director: Jack W. Calhoun ALL RIGHTS RESERVED. No part of this work covered by the copyright herein may be reproduced, transmitted, Executive Editor: Melissa Acuna stored or used in any form or by any means graphic, Developmental Editor: Jennifer King electronic, or mechanical, including but not limited to Editorial Assistant: Ruth Belanger photocopying, recording, scanning, digitizing, taping, Marketing Manager: Clinton Kernen Web distribution, information networks, or information storage and retrieval systems, except as permitted under Marketing Coordinator: Sara Rose Section 107 or 108 of the 1976 United States Copyright Content Project Manager: Darrell E. Frye Act, without the prior written permission of the Media Editor: Rob Ellington publisher. Manufacturing Buyer: Doug Wilke Production Service: Macmillan Publishing For product information and technology assistance, contact us at Solutions Cengage Learning Academic Resource Center, Sr. Art Director: Tippy McIntosh 1-800-423-0563 Cover Designer: Paul Neff, Paul Neff For permission to use material from this text or Design product, submit all requests online at www.cengage.com/permissions Cover Image: ©Superstock Further permissions questions can be e-mailed to [email protected] Library of Congress Control Number: 2008944279 Student Edition ISBN-13: 978-0-324-59769-1 ISBN-10: 0-324-59769-X South-Western Cengage Learning 5191 Natorp Boulevard Mason, OH 45040 USA Cengage Learning products are represented in Canada by Nelson Education, Ltd. For your course and learning solutions, visit academic.cengage.com Purchase any of our products at your local college store or at our preferred online store www.ichapters.com Printed in the United States of America 12345671312111009 To Karen and Kali, With love and recognition that creating is a family venture iii This page intentionally left blank TABLE OF CONTENTS P REFACE ............................. vii A BOUT THE A UTHOR..................... xv PART ITHE FAMILY BUSINESS:WHAT MAKES IT UNIQUE? chapter 1 THE NATURE,IMPORTANCE, AND UNIQUENESS OF FAMILY BUSINESS ....................................1 chapter 2 GREAT FAMILIES IN BUSINESS:BUILDING TRUST AND COMMITMENT ............................... 27 chapter 3 OWNERSHIP OF AN ENTERPRISE BUILT TO LAST ................. 49 Case 1 The Binghams and the Louisville Courier-Journal Companies.............67 Case 2 SMALL FAMILY BUSINESS Power Play at the Inn ..........................69 Case 3 The Ferré Media Group..........................................69 Case 4 SMALL FAMILY BUSINESS “She’ll Always Be My Little Sister” ..................77 Case 5 The Vega Food Company........................................78 PART II LEADERSHIP IMPERATIVES FOR THE FAMILY AND BUSINESS:SUCCESSION AND CONTINUITY chapter 4 SUCCESSION:CONTINUING ENTREPRENEURSHIP AND THE NEXT GENERATION ............................. 85 chapter 5 SUCCESSION AND THE TRANSFER OF POWER ................... 107 Case 6 Sigma Motion, Inc. ..........................................127 Case 7 SMALL FAMILY BUSINESS The Ambivalent CEO of the Construction Company.........................................137 Case 8 SMALL FAMILY BUSINESS Borrowing to Grow at Andrews Company ..........138 v vi TABLE OF CONTENTS Case 9 SMALL FAMILY BUSINESS Adams Funeral Home .........................139 Case 10 Fasteners for Retail (Part A) .....................................141 Case 11 Ferré Media Group (Part B)......................................156 Case 12 The Cousins Tournament .......................................160 PART III BEST PRACTICES FOR THE MANAGEMENT AND GOVERNANCE OF THE FAMILY BUSINESS chapter 6 CREATING THE STRATEGY............................... 167 chapter 7 PLANNING THE ESTATE ................................ 187 chapter 8 FINANCIAL CONSIDERATIONS AND VALUATION OF THE FAMILY BUSINESS .................................... 201 chapter 9 KEY NONFAMILY MANAGEMENT:THE VISIBLE COMMITMENT TO MANAGING THE FAMILY BUSINESS PROFESSIONALLY............ 231 chapter 10 FAMILY BUSINESS GOVERNANCE:ADVISORY BOARDS AND BOARDS OF DIRECTORS ............................. 247 chapter 11 FAMILY COMMUNICATION:FAMILY MEETINGS, FAMILY COUNCILS, AND FAMILY OFFICES .................... 271 chapter 12 CHANGE,ADAPTATION AND INNOVATION:THE FUTURE OF FAMILY BUSINESS .................................. 293 chapter 13 CONTINUING THE SPIRIT OF ENTERPRISE:LESSONS FROM CENTENNIAL FAMILY COMPANIES...................... 325 Case 13 PrivateCo Business Valuation Report...............................345 Case 14 Reliance Industries (Part A) ......................................355 Case 15 SMALL FAMILY BUSINESS The Son-in-Law ..............................367 Case 16 SMALL FAMILY BUSINESS The New MBA ...............................368 Case 17 SMALL FAMILY BUSINESS Real Estate Development Partners, Inc..............369 Case 18 SMALL FAMILY BUSINESS Glassking Distributor Company ..................373 Case 19 New Way Distributing .........................................373 Case 20 The Reliance Group (Part B) .....................................375 INDEX.....................................379 PREFACE Family business is a vibrant area of growing interest today among researchers, theorists, investors, policymakers, practitioners, and many others—with good cause. Recent research has demonstrated that family firms are top performers. Whether measured by the bottom line, value creation for shareholders, or their capacity to create jobs, family companies outperform their nonfamily counterparts. The turbulence brought about by global hypercompetition, too, has created an increasing awareness that speed, sustainability, flexibility, quality of product and service, brand, customer relationships, employee care, and patient capital are genuine sources of competitive advantage. These advantages are often pursued via idiosyncratic business strategies deployed by firms that are family-owned and family-controlled. Family businesses, to be sure, confront sub- stantial challenges, but they also often possess unique advantages born out of a unique and dynamic family–business interaction. Many of the assets that differentiate a family-owned or family-controlled business from other forms of enterprise revolve around the relationship between the family and its business, especially the guidance that family members exert as managers and as shareholders. In the aftermath of recent corporate meltdowns, business schools are engaging in a broader range of research and dialogue on governance and the role of shareholders and boards. In this same vein, the potential value of family ownership, stewardship, and control has been convincingly demonstrated in recent years. Consider the long-term leadership focus of the Washington Post Companies by Donald Graham after Katharine Graham’s death. And consider the Ford family, who, during a period of turmoil at the large auto producer, continued to support William Clay Ford, Jr., as chairman of the Ford Motor Company and his quest to keep the company independent. Alongside these very visible examples of family ownership and family leadership are hundreds of smaller, lower-profile, privately held family businesses with the same commitment to continuity from generation to generation. From the United States, Europe, Latin America, Asia, Australia, and the Middle East comes compelling evi- dence of the commitment of business families to building firms that last. Few businesses of any type enjoy long, successful lives today. When the Standard and Poor’s Index of 90 major U.S. companies was created in the 1920s, companies on the list stayed there for an average of 65 years. But, by 1998, a firm’s expected tenure on the expanded S&P 500 list was a mere 10 years. According to Bain & Co., the average U.S. corporation now has a 14-year life expectancy! Family businesses are extremely important to the economic well-being of the United States and the other free economies of the world. Between 80 and 95 percent of vii viii PREFACE businesses in the United States and Latin America and over 80 percent of businesses in Europe and Asia remain family-owned and family-controlled. These same businesses, small and large, young and old, account for more than 50 percent of the gross domestic product of the world’s most advanced economies and employ a majority of the population. It is unfortunate that the stereotype of nepotism in family businesses tends to overshadow, in the eyes of the media, academic researchers, business schools, and the government, the significant contribution these enterprises make day in and day out. In the past 5 years alone, several top-ranked academic journals (including the Academy of Management Journal, Organization Science, Administrative Science Quarterly, the Journal of Business Venturing, The Journal of Finance, and Entrepreneurship Theory and Practice) have published articles exploring the unique agency costs, strategic resources, features, and issues of family businesses. Quality research in established periodical literature is sure to generate more knowledge of the exceptional challenges and advantages of family businesses, with the prospect of useful implications for practice. The fact that family business is becoming the focus of research
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