Succession without a plan
The founder steps away, falls ill or passes away, and no one knows who leads or how that decision is made.
Family Business Governance
Keep the family together, and the business going.
Governance, succession and ownership strategy for American family businesses and family-controlled multinational groups, designed to keep family conflict from closing a healthy company.
Our mission
To reduce the number of family businesses in the United States that close because of family disagreements rather than business reasons, preserving the jobs, the communities and the economic contribution these companies sustain across generations.
The problem
The greatest risk is rarely the market. It is the family.
Family businesses are part of the backbone of the American economy. They employ neighbors, anchor main streets and sustain entire networks of suppliers.
Yet many of them do not close because demand disappeared or the product stopped working. They close because siblings stopped speaking, because no one planned who would lead next, because an heir or an in-law became an owner without rules, or because the family had no way to decide when it disagreed.
These are governance problems. And governance problems can be anticipated, discussed and prevented while everyone is still at the table.
Where family businesses break
Blurred roles
Family member, owner and employee are treated as the same thing, and every business decision becomes personal.
Ownership without rules
Shares pass through inheritance, divorce or departure to people who were never meant to be owners.
Money disputes
Salaries, dividends and reinvestment are decided case by case, and fairness becomes a constant argument.
An unprepared next generation
Heirs arrive without preparation, without interest or without a defined path into the business.
No forum to disagree
Business is discussed at family dinners and family matters at business meetings, until the conflict has no way out.
Our approach
Three systems, one plan.
Every family business lives where three systems overlap. Governance gives each of them its own rules and its own forum, so that a problem in one does not bring down the others.
Family
Values, relationships, communication and the rules for how the family takes part in the business.
Ownership
Who can own shares, how they are transferred, valued and voted, and what owners can expect in return.
Business
Leadership, management, accountability and the professional standards that keep the company competitive.
Services
What family business governance includes.
Governance Diagnostic
A confidential starting point that shows where the family and the business stand today.
- Individual interviews with family members, owners and key executives
- Map of the family, the ownership structure and the leadership
- Identification of conflict points and succession risks
- Business reading of existing company documents, with legal review by partner attorneys where needed
- Report with prioritized recommendations
Family Constitution
Also called a family charter or family protocol: a non-binding agreement in which the family sets out how it will relate to the business.
- Family values, mission and long-term vision for the business
- Rules for family members working in the company: entry, qualifications, evaluation and exit
- Compensation policy for family members
- Who may become an owner and under what conditions
- Dividend and reinvestment principles
- Conflict of interest, confidentiality and communication rules
- Procedure to review and amend the constitution
- Rules the family wants to make legally binding are written into the company documents by partner attorneys
Family Assembly and Family Council
Forums where the family discusses family matters, so they stay out of the boardroom.
- Design of the family assembly and the family council
- Composition, election and term of council members
- Council charter and decision rules
- Meeting calendar, agendas and minutes
- Facilitation of the first meetings
Board of Directors and Corporate Governance
Structures that bring independent perspective and professional accountability to the company.
- Design of a board of directors or advisory board
- Profile and selection of independent directors or advisors
- Board charter, committees and meeting cadence
- Decision rights matrix: what owners, the board and management each decide
- Management reporting and performance indicators
- Professionalization of management, organizational chart and job descriptions
Ownership Agreements, with Partner Attorneys
We help the family decide the business rules for its shares before they are needed. Licensed U.S. attorneys, engaged directly by the family, draft and review the legal documents.
- Who may own shares and how they may change hands
- Business scenarios for death, disability, divorce, retirement and departure
- Valuation approaches and the company's capacity to pay
- Decision and deadlock rules the family wants to adopt
- Coordination with partner attorneys, CPAs and insurance professionals
- Consistency between the family constitution and the company documents
Succession Planning
Leadership and ownership transitions planned years in advance, not decided in a crisis.
- Leadership succession plan and timeline
- Criteria to select and evaluate successors
- Transition of the founder to a new role
- Emergency succession plan
- Ownership succession prepared with estate planning attorneys and CPAs engaged by the family, who handle trusts, gifts and estate documents
Next Generation Development
Preparing heirs to be responsible owners, whether or not they work in the business.
- Entry program and career paths in the company
- Education on ownership responsibilities and financial literacy
- Mentoring and leadership development
- Next generation committee
Conflict Prevention and Resolution
A defined path for disagreements before they become disputes.
- Escalation steps written into the family constitution
- Dispute resolution steps written into the company documents by partner attorneys
- Facilitated family conversations on sensitive topics
- Referral to certified mediators when formal mediation is needed
Family Wealth and Family Office Governance
Rules for the wealth the business generates outside the company.
- Rules for how the family makes investment decisions, without investment recommendations
- Family expectations on liquidity and dividends
- Rules for loans and financial support to family members
- Governance of philanthropy and family foundations
- Governance of a single family office
Multinational and Cross-Border Groups
Governance for family-controlled groups and foreign companies that operate in the United States.
- Alignment between the controlling family, the parent company and the U.S. subsidiary
- Board and delegation of authority for U.S. entities
- Reporting lines and decision rights between headquarters and the U.S. operation
- Governance for families with businesses in the United States, Brazil and Latin America
- Coordination with U.S. attorneys and CPAs on local legal and tax requirements
- Coordination of the immigration needs of family members and executives with partner immigration attorneys
Ongoing Governance Support
Governance only works when it becomes routine.
- Annual governance review
- Governance calendar and meeting secretariat
- Support for board and council meetings
- Ongoing advisory retainer
How we work
From diagnosis to routine.
- 01
Listen
Confidential interviews with the family, the owners and the leadership.
- 02
Diagnose
A clear report on the risks and the priorities, shared with the family.
- 03
Design and formalize
The family agrees on its rules, and licensed U.S. professionals formalize what requires legal or tax documents.
- 04
Sustain
We help implement the forums and review the structure as the family and the business evolve.
Who it is for
For family businesses at a turning point.
Founder-led companies
The founder is still active and wants to prepare the next generation and the transition of leadership.
Sibling and cousin partnerships
Several branches of the family share ownership, and decisions are becoming harder.
Families after a loss or a conflict
A death, a divorce or a dispute has shown that the rules were missing.
Companies opening to outsiders
The business is bringing in investors, independent directors or executives from outside the family.
Multinational groups
Family-controlled groups and foreign companies with operations in the United States.
Immigrant family businesses
Families from Brazil and Latin America who built, or are building, a business in the United States.
An important note
Our role is strategic and advisory. We do not provide legal or tax advice. Legal documents such as operating agreements, shareholder agreements, trusts and estate plans are drafted or reviewed by licensed U.S. attorneys, and tax matters are handled by licensed CPAs. They are engaged directly by the family, and we coordinate the work with them. Governance reduces the risk of conflict but cannot guarantee any particular outcome.
Is your family business ready for the next generation?
Start with a confidential conversation about your family and your company.