John Ward has been studying family-controlled businesses for
more than 30 years. The professor at Northwestern University's Kellogg School of
Management knows plenty of patriarchs who talk of eventually turning over
control to their children. But, he says, "such handoffs happen smoothly only
about one-third or one-quarter of the time."
The management turmoil at News Corp. is the latest case in
point. The media company's chief executive officer, 74-year-old Rupert Murdoch,
had been grooming his oldest son, Lachlan, 33, for a shot at the top job. On
Friday, however, Lachlan Murdoch said he was quitting the company to pursue his
own career in Australia. Immediately, analysts speculated that Rupert Murdoch
would now shift his attention to younger son, James, 32, who runs the News
Corp.-affiliated British Sky Broadcasting Group PLC satellite-television
service.
The incident raises a fundamental question: Why should
executive posts at shareholder-owned companies be treated as family heirlooms?
Sometimes, the answer is obvious: because the family maintains
control over the company, typically by issuing two classes of stock, with family
holdings concentrated in the shares that carry more votes. That's the case at
many media companies, including Viacom Inc., Cablevision Systems Corp. and
Washington Post Co. Investors in these companies "have to accept that the leader
and owner has the prerogative to pass the baton to whomever he wants," says
Thomas Eisenmann, a Harvard Business School professor.
At many other companies, though, the ruling family doesn't
exercise legal control. Mr. Murdoch owns roughly 30% of News Corp., for example.
The Amos family controls only about 11% of the voting shares at insurer Aflac
Inc., where two family members have served as CEO and a third is climbing the
management ladder. And the Jacobs family owns less than 3% of the stock at
high-tech powerhouse Qualcomm Inc., where Paul Jacobs just succeeded father
Irwin as CEO.
In these cases, Prof. Eisenmann says, "you have to scratch your
head and wonder if, given the choice of all the people on the planet, the
founder's offspring is really the right person to run the place."
Advocates of such moves say that family insiders gain deep,
informal business expertise from an early age, simply by watching their parents
in action. Sons and daughters also yearn to show that they can do at least as
well as their forebears. That can make family members prime candidates to take
command when the top job opens up.
Yet these moves are facing more scrutiny in an era of increased
concern about corporate governance, where investors and independent directors
are nervous about the appearance of nepotism. "The bar has been significantly
raised by governance reforms and the idea that there's a stewardship for public
capital," says Charles Elson, a corporate-governance specialist at the
University of Delaware's business school. To win top jobs, family members "will
have to make a much more compelling case that they are right for the position,"
he says.
Consider what happened at San Diego-based Qualcomm, which makes
chips for cellphones. The board's governance committee began considering a
succession plan for Irwin Jacobs, now 71, three years ago. Marc Stern, the
independent director who was chairman of the committee, said directors discussed
nepotism issues "with everyone ad nauseum."
Over time, though, Mr. Stern said, Paul Jacobs emerged as the
best choice to succeed his father. Directors preferred an inside candidate,
partly because they feared appointing an outsider would cause a number of valued
managers to leave the company. The younger Mr. Jacobs, 42, had worked for the
company full time since 1990, running the company's handset unit and then
helping sell that business so that Qualcomm could focus on chips and patent
licensing.
In the end, Mr. Stern said, the board chose the younger Mr.
Jacobs more in spite of his name than because of it. "In reality, Paul actually
had to be better than if his name was Paul Jones," he said.
Directors at Barnes & Noble Inc. used similar criteria in
choosing Stephen Riggio in 2002 to succeed his brother Leonard as chief
executive of the bookseller. Stephen Riggio had worked in the original Barnes &
Noble outlet as a teenager and later held marketing, merchandising and sales
posts. Together, the Riggio brothers own roughly one-quarter of Barnes & Noble
shares. Longtime director Michael N. Rosen, a partner at Bryan Cave LLP, said
stock ownership "was not an issue" in the selection. "The board looked at his
credentials and his wide range of roles inside the company and decided that he
was highly qualified for the job," Mr. Rosen said.
Some institutional investors welcome multigenerational family
leadership as a sign that the company's leaders want to build long-term value.
But other holders worry that it may be hard to discipline or oust a problematic
manager if he or she is part of a family that calls the shots, either because of
sizable stock ownership or operating leadership.
When such well-connected executives perform poorly, "it's hard
to agitate for change," observes Ann Yerger, executive director of the Council
of Institutional Investors, a Washington group that represents about 150 pension
funds. "It's difficult [for a board] to fire a family member."
Indeed, some recent studies suggest that shareholders lose,
more often than not, when the CEO's job is treated as a family sinecure. Raffi
Amit, a family business specialist at the University of Pennsylvania's Wharton
School, recently completed a study of 508 large companies' performance from 1994
to 2000, chiefly publicly traded but also including some closely held ones. He
analyzed the performance of family-controlled businesses and concluded: "When
the second generation takes over, they destroy value."
For evidence of how well -- or poorly -- family leadership can
work, the cable-television industry provides examples at both extremes.
A prominent failure occurred at Adelphia Communications Corp.,
controlled by the Rigas family until it collapsed in 2002. Founder John Rigas
and his son Timothy, the company's chief financial officer, were convicted on
fraud and conspiracy counts in July 2004. Their trial was filled with evidence
of family members using company cash for such things as golf-club memberships
and massages.
By contrast, Comcast Corp. has grown into the largest U.S.
cable operator, and gets high marks for its management. The Roberts family
effectively controls the company through supervoting shares, and founder Ralph
Roberts, 85, ceded most authority in the early 1990s to his son Brian, 46, who
is now CEO. The two men get along well and have offices next to each other at
Comcast's Philadelphia headquarters.
In other cases, patriarchs don't seem inclined to move on.
Viacom Chairman Sumner Redstone, at age 82, has yet to show any interest in
relinquishing his duties. His son, Brent, used to serve on the media
conglomerate's board but left several years ago and is now a lawyer in Colorado
with no ties to Viacom.
Mr. Redstone's daughter, Shari, is a Viacom director and in
June was named nonexecutive vice chairman of the company. But Mr. Redstone, who
controls 71% of Viacom's voting shares, has said he doesn't expect his daughter
to have an operational role at the company, because he believes in professional
management. Viacom is preparing to split into two publicly traded companies,
headed by the top executives of its operating units.
In the 1990s, the Greenberg family appeared to be a dynasty in
the making at American International Group Inc. The father, Maurice, was
chairman and CEO of the big insurer, while his two sons, Jeffrey and Evan, held
top management posts. But both sons left to run other insurance companies, with
insiders saying that the younger Greenbergs chafed at their father's
strong-willed ways and felt they weren't getting a chance to take full command
at AIG.
Maurice Greenberg stepped aside as AIG's chairman earlier this
year, at age 79, in the face of regulatory pressure and an investigation of
AIG's accounting.
"The most important thing is whether the senior generation is
willing to let go," says Prof. Ward of the Kellogg School. "They should be
talking about this at age 55 or 60. If they're over 65 and haven't set a firm
retirement date, it's probably not going to happen. Then the next generation
feels second-guessed -- as if the original entrepreneur is going around behind
their backs, picking up information or giving guidance."
When family handoffs of authority do go well, younger members
often say they had to endure some extended quarrels and turf battles before
fully coming into their own. Sometimes those are deliberate rites of passage;
other times they simply reflect the inevitable clashes of two strong-willed
people.
In his memoir, "Father, Son & Company," Thomas Watson Jr., the
legendary former CEO of International Business Machines Corp., recalled a stormy
apprenticeship as a young man to his father, who had founded the company. Only
during World War II, when he interrupted his IBM training to become a military
pilot for a few years, did the younger Mr. Watson feel he could find his own
identity.
Even today, "there's pressure on me to show I can do it myself,
and not because of my family," says Paul S. Amos II, executive vice president
for U.S. operations at Aflac. The company was founded in 1955 by Mr. Amos's
grandfather; his father, Daniel P. Amos, is the company's CEO.
"We think alike and sometimes finish each other's sentences,"
says Daniel Amos. "We can't stop talking about business when we're home, and our
wives get angry for doing that." Even so, the younger Mr. Amos, who spends a lot
of time in the field away from headquarters, says, "I'm not sure this would work
if we were right next door to each other all the time."
In some cases, founding families have reinjected themselves
into day-to-day leadership after a period of relying on outside managers. At
Ford Motor Co., nonfamily executives led the company for the 1980s and 1990s.
But in October 2001 the board ousted CEO Jacques Nasser and installed William
Clay Ford Jr., a great-grandson of company founder Henry Ford, as the new chief
executive. Since 2001, Mr. Ford has led a turnaround effort that includes job
cuts and plant closures. Profits rebounded in 2003 and 2004, but have weakened
this year.
Likewise, in Europe, 42-year-old François-Henri Pinault took
over in March as CEO of retail conglomerate PPRSA, which was founded by his
father. The younger Mr. Pinault -- whose family owns 42% of PPR -- succeeded a
longtime nonfamily boss, Serge Weinberg.
Still, there are examples of European companies trying to shed
their family roots. Last year, Leonardo Del Vecchio, who founded eyewear maker
Luxottica and owns 69% of it, passed over his son, Claudio Del Vecchio, a
seasoned manager who runs the Brooks Brothers division in the U.S., and chose an
outsider to be the company's chief executive.
Meanwhile, at Toyota Motor Corp., Japan's biggest car maker,
the role of the founding Toyoda family is an increasingly delicate issue;
Japan's corporate world is also moving away from such traditional practices as
family-run businesses. The founding Toyoda family is estimated to own less than
3% of the company, but family members are in several key posts, including Akio
Toyoda, 48, the grandson of the founder. In June, he was promoted to senior
managing director, a move many interpret as an attempt to groom him for the
eventual presidency of the parent company, the most senior position within the
Toyota group. Chairman Hiroshi Okuda recently told reporters that the Toyoda
clan was like the cherished "flag and centripetal force" around which employees
could rally. He added, "We need a unifying force."