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Ownership restrictions, and team consideration in family-owned businesses

PublicationArticle (with peer review)
Aktiebolag, Familjeföretag, Företagandets villkor, Lars-Göran Sund, Per-Olof Bjuggren

Abstract

At the start of a new business both team and risk aspects have to be considered in the choice of business form. The partnership form offers advantages in terms of team considerations while the corporate form provides limited liability which provides a way to handle the risk problems associated with owning a firm. The advantage of having a well synchronized team is important for many new firms and especially for cases where family relations are considered important. Seen from that angle the partnership form should be opted for. But risk is high up in the mind of founders. Events might unfold in an unexpected way and in the process the economy and well being of the family is at stake. The corporate form with limited liability is in this sense a very attractive choice that is commonly chosen. But with the corporate form comes transferability of ownership of shares without consent of other owners. The shareholder team might therefore change in an unexpected and unwelcome way. Therefore it is important to consider different types of transfer restrictions when a new corporate form of business is started. This aspect has not been much considered in practice and in the entrepreneurship literature. An accountant or a lawyer often has to remind an entrepreneur of the importance of stability in ownership positions. In the paper we attempt to ascertain whether it is possible to foresee future complications and thus prepare already at the start of the business. The paper combines law and economics analysis of the different transfer restrictions found in various legal systems.

Bjuggren, P-O. & Sund, L-G. (2011). Ownership restrictions, and team consideration in family-owned businesses. European Business Law Review, (22)1: 93-105.

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Protection of ownership in family firms: Post-sale purchase clauses and management perspective
Article (with peer review)Publication
Bjuggren, P-O. & Sund, L-G.
Publication year

2012

Abstract

In many small and medium sized family firms of corporate form there is a desire to protect ownership structure through restrictions on transferability of shares. At first sight this can appear strange as one often mentioned advantage of the corporate form is that it provides for high transferability of shares whereby a large amount of equity easily can be accumulated. But looking around in the real world, most family firms are not listed and have an interest in the control of changes in ownership structure through clauses that restrict transferability of shares. In this paper this interest of control of ownership is taken for granted. The focus is instead on providing a contractual analysis of the pros and cons of different clauses that restrict transferability. What do the spectra of restricting clauses look like? In what transferability situation can it be more efficient to use a certain clause? Does it matter if a person controlling the use of the firm’s assets has a majority ownership and/or is the manager of the firm? We further focus on the impact on management of post-sale purchase clauses, which are common only in the Nordic countries and thereby provide an indigenous perspective. How do succession matters enter into the picture? These are the type of questions that this paper aims to provide answers to. In the description of clauses the Swedish situation is the base case with a short discussion on how Sweden differs in this respect or is similar to the rest of the world.

Protection of ownership in family firms: Post-sale purchase clauses and management perspective
Article (with peer review)Publication
Bjuggren, P-O. & Sund, L-G.
Publication year

2012

Abstract

In many small and medium sized family firms of corporate form there is a desire to protect ownership structure through restrictions on transferability of shares. At first sight this can appear strange as one often mentioned advantage of the corporate form is that it provides for high transferability of shares whereby a large amount of equity easily can be accumulated. But looking around in the real world, most family firms are not listed and have an interest in the control of changes in ownership structure through clauses that restrict transferability of shares. In this paper this interest of control of ownership is taken for granted. The focus is instead on providing a contractual analysis of the pros and cons of different clauses that restrict transferability. What do the spectra of restricting clauses look like? In what transferability situation can it be more efficient to use a certain clause? Does it matter if a person controlling the use of the firm’s assets has a majority ownership and/or is the manager of the firm? We further focus on the impact on management of post-sale purchase clauses, which are common only in the Nordic countries and thereby provide an indigenous perspective. How do succession matters enter into the picture? These are the type of questions that this paper aims to provide answers to. In the description of clauses the Swedish situation is the base case with a short discussion on how Sweden differs in this respect or is similar to the rest of the world.

Protection of ownership in family firms: Post-sale purchase clauses and management perspective
Artikel (med peer review)Publication
Bjuggren, P-O. & Sund, L-G.
Publication year

2012

Abstract

In many small and medium sized family firms of corporate form there is a desire to protect ownership structure through restrictions on transferability of shares. At first sight this can appear strange as one often mentioned advantage of the corporate form is that it provides for high transferability of shares whereby a large amount of equity easily can be accumulated. But looking around in the real world, most family firms are not listed and have an interest in the control of changes in ownership structure through clauses that restrict transferability of shares. In this paper this interest of control of ownership is taken for granted. The focus is instead on providing a contractual analysis of the pros and cons of different clauses that restrict transferability. What do the spectra of restricting clauses look like? In what transferability situation can it be more efficient to use a certain clause? Does it matter if a person controlling the use of the firm’s assets has a majority ownership and/or is the manager of the firm? We further focus on the impact on management of post-sale purchase clauses, which are common only in the Nordic countries and thereby provide an indigenous perspective. How do succession matters enter into the picture? These are the type of questions that this paper aims to provide answers to. In the description of clauses the Swedish situation is the base case with a short discussion on how Sweden differs in this respect or is similar to the rest of the world.

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