Book review: Advising the Family Owned Business
by Nicholas Smith published by: LexisNexis Butterworths – ISBN 9781846615573
This hefty tome, coming in at nearly 1000 pages, endeavours to examine the complex dynamics of the family owned business in a new way. The book’s Introduction notes that it is only relatively recently that the family business has been regarded as a distinct category: rarely will one find reference to them separately from non-family businesses, even though their aims, needs and operation can be very different.
The Introduction states that, “Working on the basis that family business advisors, individual professions and specialist teams within those separate professions inhabit separate worlds, the hope is that this book can help to provide a bridge, or rather a number of bridges, between those worlds.”
Consequently, it is less a specifically legal text than one which explores everything from family dynamics through to governance, succession and dispute resolution, driven by the needs of this very particular kind of business.
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The book is divided into 6 parts, between them containing 26 chapters.
Part A covers the family business and its dynamic in a general, rather than a legal or technical, way. It provides the reader with a useful introduction to all the concepts and terminology that are used in the rest of the book, as well as to 5 case studies that are used throughout.
Family business specific themes, such as sibling rivalry and the importance of particular characters and relationships within a family, are considered, and the section explains tools, models and theories that will be used in discussing family businesses. Among these is the ‘three-circle model’, described as the ‘foundation stone’ of family business thinking. The three interlinked circles encompass business, ownership and family and are used to highlight the way the three overlap and intersect in a family business. Discussion of these three areas then forms the next three parts of the book.
Part B’s 7 chapters look at the business aspects of the three-circle model — business structure and tax basics, employment considerations (both family/ non-family employees), management succession, directors’ duties, how to hold property.
Part C, the next 6 chapters, is one of the longest Parts of the book. It covers ownership aspects of the three-circle model and addresses ways in which a family business can be held: using companies, partnerships and trusts. It goes further, however, in acknowledging that a significant issue in ownership is the question of succession, of passing on ownership of the business. Part C therefore also contains chapters on selling a family owned business, ways of managing and implementing succession, and tax issues.
The book does not aim, though, to cover tax in any detail — tax issues and estate planning are comprehensively covered in many technical books.
The third sector of the three-circle model is dealt with in Part D, which looks at matters pertaining to the family itself — governance, matrimonial issues and inheritance disputes. This Part highlights, perhaps more than other, that family dynamics are inextricably entwined with business and ownership issues, and are essentially at the heart of all dealings with a family business.
Disputes of other kinds are considered in Part E, which provides a fairly detailed overview of remedies available to shareholders in family companies. The author notes that it is perhaps this Part of the book that will most easily persuade a family that good governance is vital, as the best way to prevent any of the many potential disputes discussed from arising!
Part F contains the final 2 chapters of the book, looking at the family business advisor. The first chapter considers the increasing role of a family business consultant, addressing both what they are and what they can contribute to family discussions of business matters. The second chapter is aimed specifically at those advising a family business client, encouraging professionals to consider whether their advice is being tailored for a family business, as opposed to a business in general.
Structure & Layout
The introductory overview of the nature of a family business, and the tools, models and theories used in discussing and explaining how such businesses operate, helpfully set up the structure the book then follows. It enables the author to use the ‘three-circle model’ to categorise the issues that need to be addressed in dealing with a family business. Once this has been done, the book’s final sections look at more ‘external’ matters, such as dealing with disputes and working with advisors.
Each of the 6 Parts is marked in grey on the page edges, which makes it easy to return to a section after looking elsewhere in the book. The reader very quickly becomes familiar with the Parts of the book and what is contained within each, made more accessible again by a clear contents section and chapter headings on every page.
A table of cases is provided. Some of the cases cited in the book will be familiar landmark cases, but many are specifically used because of the ‘case study’ element they provide, their facts (and the implications of them) being as instructive as the legal decisions for the purposes of this book.
There are also lists of statutes and statutory instruments at the beginning of the book, followed by a table of abbreviations, which could be very useful for those unfamiliar with the many acronyms that the business and legal worlds combined can provide.
In an acknowledgement of the potentially diverse readership of the book, an appendix contains family business terminology (e.g. copreneurs, family assembly, insiders/ outsiders, systems theory, triangulation) and legal terminology (e.g. articles, claimant, common law, equity).
Diagrams, charts and tables are used throughout the book. These, combined with the many case studies used, provide the reader with an additional helpful way to understand the information being communicated, and to apply the content to their own, or their client’s, situation.
Clarity & readability
The book is accessible, and presents itself as a wide-ranging guide and point of reference for those dealing with family businesses. Topics are covered in clearly delineated chapters, each chapter containing user-friendly sub-headings, and it is a straight forward matter to home in on pertinent information very quickly on opening the book. The use of case studies and pictorial/ graphic representations of the matters discussed throughout the book is a valuable addition, allowing concepts and complicated family/ business relationships to be digested more easily.
Relevance to practitioners
The book states that it is for “anyone with an interest in and involvement with family owned businesses”, but it has been written primarily with a legal audience in mind. This is not, however, a legal textbook in the usual sense: it aims to help the reader understand the dynamics and issues facing family business clients and to help professionals consider how their services can be modified to best meet the needs of those clients.
For any practitioner who spends a significant amount of time working with family businesses, this book could provide a valuable resource for developing or expanding an understanding of how they operate, their unique dynamics and the additional layers of complexity that are involved above and beyond advising non-family-run commercial enterprises.