Let’s talk family enterprise explores global ideas and concepts and models that help family enterprise advisors better serve their family clients.
All views Information and opinions expressed during this podcast are solely those of the individuals involved and do not necessarily represent those of family enterprise Canada.
Hello, and welcome to another episode of The let’s talk family enterprise podcast. My name is Steve Legler. And it’s great to be your host once again. Today we’re going to be talking about family business ownership. And some of the rights and responsibilities of owners was someone who has some insightful views on this subject. Our guest today is Dr. Josh Baron, one of the co authors of the family business handbook, a recent publication from the Harvard Business Review Dr. Baron is a co founder and partner at Banyan global family business advisors, and an adjunct professor at the Columbia Business School in New York City. The family business handbook is a great resource that devotes a lot of space to the often overlooked ownership circle, which is a big part of what made me want to reach out to him today. I was privileged to be part of a virtual panel with Dr. Josh last year for an Asian family business conference. So it was great to have something to follow up with him on that. We’ve got a lot of ground to cover today. So let’s say hi to our guests to kick things off Josh Barron. Thanks for joining us today. Welcome to the let’s talk family enterprise podcast.
Thank you, Steve, thank you so much for having me on this podcast. I’m looking forward to our conversation.
Great. So I, as you heard from the intro, a really I think the neglected part about a lot of family business discussions is about ownership. And so when I got my hands on your book, I was so happy to see that there really is a lot devoted to that. And I guess before we get into the ownership specifically you’ve got a different model. We all learned in the MBA program, the three circle model, you have the form model, and I liked the four rooms model and I remember seeing something about it from you a few years ago, and you’ve updated it. Can you take our listeners through a little bit of what this four rooms model is and how it works? Absolutely.
And what I would say is I think the four rooms is really to be seen as working alongside the three circles, not not a replacement and not better because there’s four instead of three but the three circles I think is a really helpful way of understanding system dynamics of understanding why someone who is a family member and an owner but not working in the business is going to think about an issue like dividends differently than someone that’s working in the business. So it’s a really helpful way of understanding those those dynamics and how people might approach the same issue differently simply because of the different role that they play. But the three circles doesn’t really give you a sense as to how do you translate those differences of opinion and different decisions into a structure for actually doing the work of a family business. And that’s where we came up with the four rooms and the analogy is similar to your house just like you do, you do different work. You make different decisions in your kitchen versus your living room. The kitchen you’re deciding what we’re going to have for dinner and delivering you’re maybe you’re deciding what are we going to watch on Netflix. Similarly there’s different decisions, different work that happens in a family business. So we basically divide it into four main types. There’s the management room, which is where you’re running the business on a day to day basis, you’re making hundreds 1000s of decisions about you know, the operational decisions, who know how much we’re going to charge for the product, all that kind of stuff that is involved with running it, and then you’ve got the boardroom and the management answers that ultimately to the board in the boardroom. The boardroom is where you’re making, you’re deciding who is going to be in those senior leadership positions, who’s going to be the CEO or the president. But also you’re thinking more about the strategy of the business about where are we going over the next two or three or five years. You’re helping them to make major decisions about acquisitions are things like that. And then you have the owner’s room. And, you know, again, we’re kind of this is a hierarchy so far, the metaphor ultimately, answers to the owners. The job of the owners is to make a relatively small number of really important decisions like who should sit on the board? Or should we stay private as a company or should we go public? Or you know, how much of our money of the profits of the business we want to reinvest versus paying the dividends or are there certain things that we won’t do, even if they might make us more money like for example, there’s a family business, I know that they can, they’re in the chemical industry, they can make a lot of money providing their products to cigarette manufacturing companies, and they say, We don’t want to do that because it’s against our value. So there’s a hierarchy between the management room, the boardroom, the owner room, and then you have the family room and if you look at the picture of the family room is not on top. All those all those don’t answer to the family, the families more on the side because it has a distinctive role. The role of the family is to keep the family together united. The role of the family is to create talents that can ultimately end up in one of those other one or more of those other three rooms. And it’s a match family assets that may be a vacation home or a foundation that’s part of the family and not part of the business. And so what we find is that if you’re able, even if it’s the same three people, making those different decisions, being clear about what room you’re in, how you’re making those decisions, and how they flow across it can be a really helpful way of navigating through the complexity of a family business.
I like the way you talk about the that on the one side, there’s a hierarchy, the management flows from the board and reports to the board and then the board is been appointed by the owners and so they’re responsible to them. And in a non family business, that same hierarchy exists and where things get tricky with family businesses is there’s a lot of family members that play roles in different parts or different rooms of those rooms. And there’s a lot of overlap. Some people are in more than one room. And that’s where it gets a bit hairy so I guess that’s the family room on the side. But there’s there’s a door from the family room. Each of those other rooms, but I guess there’s a door but it should have like a guard added or something. Not everyone can freely wander in from the family room to just any room they want
higher percent and to continue your great your great analogy. You know, it’s some families think about those differently and some families that door to the manager room is closed, right? They’re not allowed. And others it’s not only open but it’s kind of like pulling everyone into the business, right? Some families, everyone works in the company. And similarly some families you know, everyone gets to be on the board and others you know, it’s it’s only independent directors and in most families have some rule on who can be an owner. Usually you have to be a descendant you can’t be a spouse or something in some families. You have to work in the business to be an owner. So exactly right. There are there are these doors that are that are connecting, but sometimes they’re all the way open. Sometimes they’re all the way close. Sometimes they’re kind of half open. So that’s a great way to think about the connection between this broader family and these other rooms where you’re really making the different levels and layers of decisions within the company.
And every family business and every family and every business is going to be a bit different. And it’s not to say that, you know, this one is right and these this family is doing it wrong. I mean, the model is there for us as advisors to help all the different people understand what’s going on because sometimes they’re just so in the middle of it that they don’t recognize the differences. So the model is is really just a way to help explain what’s going on and to help them with the boundaries between those rooms.
Absolutely. And like I totally agree with you, Steve there. There is not one way to do this. I always find you know, when people say well, this is the way that we’ve been successful and I could say well, that’s great that it’s worked for you. But let me go show you this other business that’s been just as successful as you’ve been. That’s done the exact opposite. Right. And so we’re not trying, they’re not we’re not trying to say there’s one way to organize it. Even if you only have one meeting a year I work with this group of siblings, and they would have lunch together every day. And basically their conversation would go across the rooms right? And they go talk about you know, business decisions to like, where are we going on vacation to like, what should we do with our dividends? And it just went round around in circles. And so for them, we just have the discipline to say Okay, today’s going to be a management meeting. And by the way, you should probably invite your non family managers because they’re part of this too, right? And, you know, at the end of the day, we can all talk but this person over there, you know, who’s the CEO gets the final call, because we’re in the manager room, and then tomorrow, we’ll have the board meeting, right. And so in the board meeting, you know, we’re all equal. We’re all on the same page. And similarly, you know, we have their own domain and we have our family meeting to talk about the making of the next vacation. And by the way, we should probably invite the spouses because they’re part of the family too. So it’s not to say you have to sort of put some sort of one size fits all structure in place, but just using the language of talking about What room are we in, you know, how do you make decisions in this room, who ought to be present and involved? That can be really helpful in everything from a two person family business to a 200 person, family business, and so getting things to function more effectively.
I’m glad you mentioned the who is in the room because when your intro that you talked about the decisions that are being made there, and I know with a lot of families that who gets to be where and who’s allowed to be where and who has to be where and who’s not allowed, here and there. Those are big, big decisions and every family as we were saying can come down on in different ways and different subtle differences from one family to the next. But I guess the important thing is that they recognize the decisions that they’re making and that we as their advisors, help clarify for them. Well, this is the room you’re in. So maybe you should have these bullets here. And I think you use the same kind of suggestive language as I’m using to that. A lot of family business clients don’t respond well. When we tell them you must do this. It’s always better to sort of suggest things to 100% 100%
agree and really, it’s I think, in some ways, for me at least I find this easier because I really don’t believe there are many, I would think of things that I would say are best practices and the sense of every family should always do them. I don’t know I could maybe, you know, I could count them all on, you know, probably one hand and maybe even get to all five fingers. Right? I think there’s so many things that are there are multiple ways to do it. And instead of saying like, this is how you ought to do it. You can say here are several options. And here are the pros and cons of those options. And so I think it’s actually I find it relatively easy to avoid getting into, you know, answer mode and more into option mode. And I think that’s a really helpful way because when people feel it when people feel like they’ve had a choice and an ability to say, Okay, I understand there’s a b and c C’s right for us, right and then it just feels like it’s much more of of your own decision as opposed to something that’s been pushed on to you by some external party.
And so just tying this back into who’s in the room, yeah, sometimes it’s sometimes we ended up not only providing the options, but encouraging the discussion between the people in that room because oftentimes there might be one person his name is usually dad, who likes it. All of those decisions are his to make and will say oh, I’ll take option C but if we’re sitting in a room with a few other people that are also have every right to be in that room doesn’t mean they get to decide but it sure would be nice to have a more of a discussion so that not only is it their choice, it’s actually their they plural, their choice as a group and they co create their own structures.
100% And one of the ways of talking about this that I found to be helpful especially in the owner room, which is where you know, ultimate control ultimately in the business sets is the distinction between voice and vote right so vote is your I have the actual ability to make that decision. You know, especially if you’re if your dad and you have 100% of the voting shares like you have the vote, but it doesn’t mean that you can’t allow the voice and I think having people to really understand that. You can create spaces and places, venues for people to have dialogue and discussion where it’s clear from the start, that you’re not giving them an ultimate decision but you are giving them a voice and oftentimes that’s more than enough what people want they understand that you know Dad you found in this business I’m ultimately you know, ultimately this is your call. But I want to have a say I want to be able to contribute my position. You can ultimately ignore and you’ve earned the right to do that but but let me at least have a perspective, have a say. And I think the more that you can have those conversations where you’re creating space for people to at least find their voice. And to be clear that you know, yeah, you get to have that perspective. It oftentimes sort of takes the tension down a little bit.
Yes. And sometimes dad even hear some things that he didn’t realize, and might actually change his mind and incorporate what the younger members of the family might have to say. And maybe now maybe not the first time but eventually sure we might actually recognize some ability and some wisdom from their rising generation, family members, but I want to stay in the ownership room because it was up we talked about that. And so we had the three circles and the four rooms and now there’s the five rights of owners. Yeah, and that’s a really interesting model. That you talk about, and I still find that the ownership sector is a circle is the most, you know, neglected and overlooked and maybe it’s time has come and I think your book comes at an interesting time for that. So the five rights, can you just go over them quickly and then maybe we’ll hone in on one or two of them. Sure, absolutely.
Maybe just for quick context. I’m fascinated by ownership. And I think it’s something that we really don’t talk much about in the business world because the business world, the academics and consultants and so on and I was a management consultant before I joined this space and my I was the CEO was the boss and that was the person that we ultimately, were advising. You know, we tend to think of companies through the lens of public companies where the owners don’t get to do very much. But when you think about ownership more broadly, think about like your home that you own or a car that you own ownership is like it’s fundamental you you have these rights that no one else has. That’s that’s the essence of ownership, if you will, it’s the ability to do things to make decisions that no one else can and that’s really what we want to highlight is that when you have a family that owns a business, and not some institutions like Fidelity and so on, you actually have the ability to influence the business and the family in profound ways. And those are these these rights of ownership and protectors and quickly. You have the right to do is we call the right to design which is basically saying like, what kind of family business do we want? Do we want to have an operating company and operating company and a family office is the foundation and whatever kind of business we have or enterprise we have who gets to own it? Is it all descendants or just those that are working in the business or spouses are allowed to be owners and of those owners who has control do we share it equally if I own 10%? Do I have 10% of the control? Or? Or do you know does one person have all the control even though we all benefit economically from it. So that’s the right to design, the right to decide we’ve already talked a lot about which is that if you own a business, you actually have the ability to make every single decision about it. From the strategy to the color scheme on the walls and everything in between. But of course as the business grows, that’s just impractical. So how do you think about what decisions to hold on to and what decisions to delegate that’s really where the four rooms comes in. The third right is the right to value then if you own a business, you get to decide how you keeping score. How do you measure success? When I worked at Bain and Company, I never had to ask my clients what success but it was always how do we maximize total return to shareholders and as a family ownership group, you can say, Well, no, we care. We care about making money but we also care about the environment or creating jobs for family members or whatever. What is it that you want? What is it that you don’t want? The fourth right is the right to inform that owners have the legal right to information about what’s going on in the company, about the estate plans, all that kind of stuff and because because of that the owners can really shape how communication flows across the entire family business and communications we know is so critical to creating trust and the trust relationships that family businesses need to succeed. And then lastly, there’s the right to transfer if you own something, you have the right to say what happens when you’re done with it. Do you want to sell it? Do you want to pass it down to next generation? over what time period in what way all those things that are involved with transitioning to the next generation. So if you put those five rights together, and you think about you know, they basically influence almost everything of importance about what’s happening in the business. That’s what we’re talking about when we say that ownership has power.
When you present this to a family, do different people gravitate to different rights and sort of maybe ask more questions about different ones, but depending on what generation they’re in.
It’s a great question. I think people naturally gravitate to things that are more kind of folk focused on their, you know, what’s on their mind. So some folks are more thinking about, you know, governance and decision making and so they’re they’re really kind of that’s where they’re that’s where their minds going. Others are really saying well, you know, what do we want out of this business where are we going with it? You know, I’m working in it but I don’t know like what does success mean for it? Or you know, I’m
living off you know, I’m
depending on this business for, you know, for my lifestyle, you know, are how are we going to make sure that we’re accomplishing those objectives or, you know, I’m feeling I’m feeling disconnected. I’m feeling left out, why don’t why don’t you share some information with me about what’s happening? So, absolutely, I think depending on where people are, you know, in generations for sure, but also just the stages of life and whether they’re connected to the business or not. People do tend to sort of find themselves more interested in one of those topics than the others.
Right, okay. And that’s where I was going. I think I was thinking about rising generation or or younger family members, who might not be as informed and I was then also thinking about the ones who are owners, but they don’t work in the business so they don’t really know what’s going on. And they often overhear those who are the insiders talking about stuff, and they feel left out. And I was just imagining a scenario where some of those people see oh, gee, look at this, I have the right to be informed. How can nobody informed and how can this become actually a catalyst to families starting to address some of these shortcomings that they might have in the whole area of communication? Because everyone you know, talks about one of the problems of family businesses communication is almost always one of the first two things that come out of their mouths. And so how do we use this model and the rights of owners and owners and information and communication to help families start to do more of the things that they probably should be doing but haven’t been doing enough?
It’s a great question. And I’d like you I’ve always heard and I don’t disagree when people say it’s all about communication. And I think the reason Lisa, I’ve come to understand why is it why is it Why is communication so important is because communication allows you to create capital, communication. Basically, if you have good communication within your family, you can create good financial capital because you have patient owners of the business who are willing to stick through upturns and downturns, you can create good human capital because people are engaged both family members and non family members. And you could create social capital with a broader community with people know what you’re up to and you can’t do any of those things without without communication because it’s the cornerstone of building trust and those trusting relationships that family businesses need to succeed over time. And so what I the reason why I found this sort of framework to be helpful is that first of all, it kind of gives a sense as to the why. Why is it the communication is so helpful? Why is it critical to the long term success of our business, but also kind of forces the conversation when you sort of say, well, okay, I understand and most families are always dealing with this trade off between privacy and inclusion, right. There’s reasons to keep things to yourself. But let’s make sure that we understand the downsides we can always it’s easy to think about the positive sides of being private. I’m not telling people what’s going on. Well, we’re gonna you know, if we tell the next generation how much money we have, we’re gonna ruin them. If we tell the employees how much money we make, they’re gonna ask for more. You know, I mean, like, it’s, there’s, there’s it’s easy to make that case and I think sometimes you just have to balance that and say I agree. Yeah, there are certain things you don’t have to tell people everything. But what can you tell them? And how in what ways is providing an information actually going to ultimately create something that will allow your business to be successful? So like making the other side of the case about the value of, of sharing information and communication, and then just being able to have a structured conversation and say, Okay, how do we do this? What are the what are the what are the ways that we need to use and how do we think about our different audiences, to try to make sure that we’re creating as much of that communication as our family business needs?
I like what you’re talking about there is that, you know, people will typically err on the side of keeping things secret. And he will do that until there’s a reason to stop doing that. And so that becomes the norm and they often need someone from the outside like a trusted adviser, someone who has the FAA designation is working with right sort of point things out to them of, you know, maybe you’re missing out on some certain things by being too secretive. And there’s a difference between you know, secrecy and privacy. You can share things with your family and ask them to make sure to keep that private within the family, but that you’re showing them the trust by sharing stuff with them. And your whole thing about communication, creating trust, which then translates into all those capitals. I hadn’t thought of it that way. But but there’s really, there’s there’s some juice left in that to like, really explain to people how the trust the communication creates the trust and then the trust actually has pay off in so many different areas.
Absolutely. And I think you’ve got it exactly. Right. That, you know, it’s perfectly just treating it more like a nuanced conversation, right. So I’m not saying you should go out and, and tell your employees and your family, you know, publisher financial statements. I’m not saying that. I’m just saying it’s important, you know, to be able to have those conversations and that’s why ultimately this the five rights, you know, is I find it to be really unhelpful in working with families is it just puts it directly on the table. It says you say to a family, these are the sources of your power, right? And your question is, what are you going to do with them? How are you going to use them to either make choices to help your business last over the long term, or not make choices or make implicit choices, and not use that power and reduce the odds of you being successful? So I think it’s really a good way in this in this information, one in particular communication to say, this is yours, you know, you whatever you do, I’m not here to tell you what you should and shouldn’t do. I’m here to help you understand the trade offs right and to say, yes, if you want to be secretive about certain things, understand that what can you share? What can you tell you? I was working with one family business and there is there is a bad a good, really important group of non family executives and the family is very, very private about what they share. And what was interesting is that the non family executives didn’t really need to know the ultimate net income of the business. What they really wanted to know was, is the next generation going to stick around are we going to have a job and five years when that current generation which is getting up, up in age is going to retire? That’s what they really wanted to know. And the family was delighted to share their succession plan with with the executives, even though they were very private about the financial information. So let’s turn it away from like, either, either all or nine. And let’s just let’s have a really good dialogue about who are who are the audiences you can map them and say, you know, as you know, as the owners of the business, what should you share? What’s the cost, you know, are you willing to pay the price of not sharing things? And what’s the best way to take advantage and build that capital that your family business needs?
You know, Josh I’m noticing some of the vocabulary that you use, you just said the word power. And yeah, I think sometimes minority owners feel like they have no power. And you chime in and tell them that they have some power. And you talk about these rights of owners. And so some of these people who feel powerless and don’t know their rights, I can imagine that it’s empowering when they see this model. And I wonder if, if it might get them excited about hey, maybe I do have power, maybe I do have rights, and then that but then that doesn’t necessarily come go from zero to 60 in 4.2 seconds either. Right? I mean, right? There is an adjustment period as the family owner group sort of starts to wrestle with, yeah, all of these different REITs are going to be shared and deployed and how they’re going to evolve from certain decision makers to others eventually.
Yeah. Well, that can many different it’s great points, even let me differentiate. I’m saying the owners as a group have power, individual owners may have more or less depending on their situation. If they have, you know, non voting shares or someone has the majority, they’re certainly going to have less power but there’s really two types of situations that you’re describing. One is where the owners as a collective feel, you know, you know, are disempowered, they still disconnected. I was working with one family business where, you know, the owners of the business had been called the kids their whole life. They’re now in their 50s and 60s, still called the kids by the board by the management team. And our role there was to get the group into feeling empowered and say it’s very clear my memory, we I knew we were successful when in one meeting, one of them stood up and said, it’s all our money. Let’s stop kowtow into management. It’s our money. Let’s give them the right level of direction and then they can accomplish the objectives that we want to set. Right. So there’s one dimension of this when you as an ownership group, feel like you don’t have power. This can be really valuable to sort of say, Yes, you do. And here’s how you influence it. The other dimension is understanding, okay, within that ownership group, you know, there are power dynamics, and some are going to be more powerful than others, but even those that don’t have, you know, the vote, as we were talking about earlier, it’s still valuable to have that voice conversation. You know, even if you have one owner who has the majority control, it’s really valuable for that person to have the buy in and support and feedback from the other owners, because it creates a much more cohesive unit that allows the business to function much more effectively. So I knew I think there’s, as I said, I’m so fascinated by ownership because I think it opens up these really important conversations that oftentimes just aren’t being had within families. Well, yeah,
too many, there’s so many discussions about what’s going on in the business and the day to day stuff. And too few families take the time to do that. You know, working on the business instead of working in business. Yeah. And because there’s so much happening on a day to day basis, there’s always lots of fodder for those conversations. And because ownership typically tends to be static for years. if not decades at a time. People think that they don’t need to discuss it, because there aren’t imminent changes. And really what your model talks about shows and puts in front of people is there are all these different things that you could be and probably some of them you should be talking about as an owner’s group, because when the time does come to make some of those changes in the structure of the ownership, all these things get you know, thrown up in the air and are going to land some different ways so you better be talking about them in advance.
Okay. I couldn’t agree more. I think that’s really the the the essence of what we’re trying to get out there is that there’s, there is a real power there’s a real importance of having these conversations and you know, it’s too easy to to ignore them or not to have them and I think I really believe that the family businesses are able to work through these issues and really understand that ownership is really the essence of what makes them different than other companies in the you know, having that ownership control by a family instead of, you know, a bunch of people trading shares on apps and large institutions. The more that you realize that and figure out how to harness it, the more likely the family business is going to be successful. And there’s advisors that you can use this structure to really connect the work that you’re doing to say, Okay, how are we activating? How are we exercising this right, let’s talk about how this shareholders agreement or this this you know, Wealth Management Plan or the succession plan really connects into how you’re exercising your rights as owners.
I’m so glad we got a chance to talk about both the four room model and the five rights and now here we are at the point where I always say oh my god, I’m looking at the time and this has been great. And I want to thank you for being here today. And we’re getting to the end of our time, but I do have a couple of final requests, like we asked all our guests before we wrap up. And so there’s a book recommendation I’d like from you if you could recommend the book that hopefully has been something you read that helped you along your in your career, and then we’ll get to one piece of advice from an advisor to the advisors that are listening to this. So do you have a recommendation for us, Josh?
Yeah, I think one of the books that’s influenced me the most is, is range by David Epstein, about the value of being a generalist in the world of specialization. And it’s probably just self justification because it really spoke to me, it made me sort of understand that all the different things I’ve done in my life to get me to here actually kind of add up to something more than a set of disconnected choices which they felt like at the time, but I think especially for an advisor, especially for a family business advisor to really understand the benefit that comes from a generalist perspective, that you know, whether you have a specialization in law or tax or accounting or or you know, psychology or whatever the more that you can broaden your perspective and understand these issues, the more that you’ll be able to bring to the families that you work with.
Okay, we will put a link in the show notes to that and of course, a link to the family business handbook. And so you can check out the visuals that we’ve been talking about the four rooms and the five rights. And you know, you’re the second person that mentioned that book to be the same so I guess I have to buy it now and the way you talk about how it spoke to you because it helped tie together the disparate parts of your life I think that that resonated with me as well. So last but not least, one piece of advice, again, from an advisor to family businesses, to other people who advise family businesses. Yeah,
I would just my advice is really to, to really look for opportunities for collaboration. I just find that the situations that I’ve worked with, with other with family businesses that have been the most successful were been the times I’ve been working in tandem with people who have expertise that’s different than mine. So a lot, a lot of lawyers or executive coaches, you know, other kinds of experts. This work is so complicated, and it’s hard for any one person to understand even close to all the different dimensions about it. So there’s just I think there’s such a value and benefit to working collaboratively together with other advisors, especially if you’ve gotten that common methodology that comes through the the FDA designation. It also this can work can be lonely, and it can be challenging, and I think the opportunity to really build that network and to sort of share that share that burden that sometimes you feel working with these families that that you know are really part of these really important institutions in our communities. It just make the work much more sustainable and enjoyable.
That was awesome, Josh because we did not prepare this and you are speaking to the choir of like the collaboration part is a huge part of our program. This time flew by quickly as it always does. So Josh, thanks again for joining us and sharing your expertise with our audience. My pleasure, Steve, thank
you for having me.
listeners. If you haven’t already subscribed to this podcast, please do so make sure you never miss any of these monthly episodes. Thanks again for joining us. I’m Steve Legler Coleman.
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