Last Friday, June 18, the second session of the Family Business Course: Key aspects for its competitiveness and durability (13th Edition) was given by JuanVi Tamarit, Director of Aldebarán Projects.
JuanVi Tamarit led a session focused on the development of the professional career in Family Businesses, and began by explaining the strengths (transmission of family values and culture to the work environment, closeness to the client, flexibility and capacity for long-term planning) and weaknesses (difficulty in obtaining financing and high risk aversion because business families have their own assets at stake) of the Family Business.
Subsequently, JuanVi throws a very interesting question to the attendees: as an owner family Are we prepared to hire and retain talent external to the family?
- The decision to incorporate external management in the family requires its preparation and is that things can no longer be done as before.
- The dining table can no longer be the decision-making place par excellence. Others who are not at the dining room table should also be able to comment on decisions that may have a momentous impact on the future of the company and this implies a serious change of model.
- It is essential to understand well the roles, the separation of ownership and management, it means "separation", it is no longer worth bridging the general manager and talking to the trusted technicians of a lifetime to solve the problems of the day to day; and the day-to-day is precisely their problem, the director-general who has decided to hire and we must leave him room for manoeuvre, confidence and sufficient delegation so that he can solve them.
The session progressed with the need to attract and retain non-family managers, where he explains that being an external manager in a family business requires a special sensitivity that not everyone has. It is not enough to be a good management professional. In addition, you have to understand the owner family, its culture, its modus operandi and its values.
In conclusion, if the family business wants to attract external talent, it must be a family committed to the business project, have a professional team, have an inspiring business project that motivates its employees to continue moving forward and this project should be based on three pillars: Property, Professionalism and Project.
The second part of the day was in charge of Pascual Fernández, professor of law at the Universitat de València. The professor led a session focused on the civil aspects of family business.
Pascual stressed the importance of planning the succession from the legal perspective. Proper planning knowing all the duties and legal obligations ensures the continuity and durability of the family legacy.
Professor Fernandez explained the classes, characteristics, disposition classes, form and put a spatial emphasis on the division of inheritance: 1/3 legitimate, 1/3 free and 1/3 improvement.
As for the dangers of the family business in the civil field, conservation stands out, to ensure competitiveness and prevent it from being dissidid by generational conflicts; continuity, generational transit; control of the family business, dividing the capital; ownership of the family business; marginalization of the minority and the effectiveness of the Board of Directors.
The difficulty of properly valuing the assets of the company, the payment of Inheritance Tax and the rigidities of the figure of the legitimate (which can suppose up to 2/3 of the inheritance when this is not planned), leads us to the need to adopt some Prevention Mechanisms:
Civil
- Testament: It supposes the ordering of the succession according to the will of the entrepreneur, always adjusted to the legal limits. It is decided who will continue the activity of the EF and under which ownership scheme. The figure of the Open Will is recommended, where the complete succession is ordered and the form of payment of the legitimate one is established to those who do not inherit the EF (commutation of assets).
-Matrimonial Capitulations: They establish the economic regime of the marriage. Although by default the regime of property is established, but assuming this common rights and obligations on the PE, the regime of Separation of Assets is recommended to detach from responsibility the spouse. In the case of unmarited couples and other cohabitation figures, a Pact of Cohabitants may be established with clauses equivalent to those of a separation of property.
Commercial
- Corporate Figure: It is recommended to establish the figure of an SL against alternatives such as Empresa Individual and SA, by allowing a limited liability that only reaches the legal entity that is the company, and not the owner, spouse or heirs, and in turn a greater control over the property, its transmission, sale and succession.
- Statutory Figures: They allow to ensure that the property will remain in the family and specifically on those that are considered in will, the way of acting of the family, restrictions on the family vote, the transfer of shares to third parties, regulate the departure from the company of those relatives not interested.
Family
- Family Protocol: Helps to preserve the Business Culture, establishes a long-term viability plan, the participation regime of spouses and heirs, the establishment and operation of the Family Council.
The course will continue this Monday, June 21, when María Beltrán (Family Business Consultant) and Enrique Hervás (Partner-Director of Broseta Abogados) will discuss two topics of great interest "Emotions and shared culture" and "Labor aspects of the Family Business".
