Protection of ownership in family firms: Post-sale purchase clauses and management perspective

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.

Bjuggren, P-O., & Sund, L-G. (2012). Protection of ownership in family firms: Post-sale purchase clauses and management perspective. European Journal of Law and Economics, 33(2), 359–370. DOI: 10.1007/s10657-010-9173-z