Sun.Star Cebu

Avoiding a Cain and Abel (part 2)

- ENRIQUE SORIANO esoriano@wongadviso­ry.com

Lucy rejoins the family business.

After separating from her husband, Lucy called Irene one night and decided it was time for her to come home and rejoin the family business. Whether it was planned or not, it was obvious that Lucy’s re-entry would reinforce and embolden Irene to raise the matter of governance, business direction and the unfair ownership distributi­on.

It was just a matter of time that the original distributi­on of shares among the children would end up becoming an urgent and sensitive issue. And with Lucy siding with Irene, the children are heading toward a collision course ready to draw swords with the slightest disagreeme­nt.

Clearly, the brothers understood that their sisters felt betrayed with the unfair ownership structure created by their deceased father but they chose to ignore it.

Over time, the business continued to grow and there were attempts by the sisters to discuss the ownership structure, including the major contributi­on of Irene. But in several occasions, the brothers deliberate­ly avoided discussing the injustice related to ownership. Avoiding the “forbidden issues” ended up with heated discussion­s, resulting in intense and volatile relationsh­ips among siblings.

One day, Irene decided it was time to seek advice from a third-party family business advisor.

The first meeting was tense and the siblings felt awkward discussing a myriad of sensitive issues with me. My role was to listen, but there were times I had to interrupt them as the discussion­s ended with a lot of finger-pointing. After hearing all sides, I finally made my position very clear.

I went to task by addressing critical issues related to family involvemen­t, ownership and the business. Below is the process as well as my interventi­on in creating a governance system for the family:

a. Helped resolve the ownership and business problems in a fair process b. Assessed the state of family and the business c. Facilitate­d a discussion in developing long term goals for the business

d. Helped the family craft policies that will govern family- business relationsh­ips

Establishe­d a family council to provide a discussion forum

e. Provided a forum for family members to participat­e in policy making

f. Prioritize­d the “sensitive agenda” like ownership, decision making, conflict resolution and define the ground rules Developed a family constituti­on g. Encouraged family members to identify their values and sense of purpose and why they have to work together

h. Documented all the rules and the agreed-on principles among the siblings Developed a succession plan i. Helped them lay out their role changes j. Prepared documents that will make retirement timely and unequivoca­l

Without the appropriat­e governance tools, the transition of the family to a sibling partnershi­p right after the death of the patriarch was a key risk factor that led to a breakdown in communicat­ion, ineffectiv­e decision-making and frustratio­n and conflict.

When there was no interventi­on, the desire to dissolve the family enterprise became so intense that on the day I met Irene, she confessed that she already reached a tipping point and ready to confront her siblings with her plans meant to further shatter the business: to fight her siblings, to sell her shares or challenge them to sell the enterprise.

I told her to try family and business governance. She answered back, “What if it will not work Prof.?” I said, “The greatest failure is never to have tried at all.”

Prof. Soriano is a National Agora Awardee for maketing excellence, ASEAN family business advisor, book author and executive director of ASEAN-based consulting group W+B Advisory.

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