محافظت توسط خانواده؟ چگونه شرکت های خانواده ارتباط نزدیکیشان را با سهامداران جزء حفظ می کنند؟

Most companies in the world are family-owned, and a majority of them operate in countries where the legal protection of minority shareholders is weak at best. In spite of previous arguments to the contrary, research shows that agency problems among owners actually increase in family-ownership situations, so family control by itself may not be an efficient substitute for the legal protection of minority investors. In this article we analyze successful strategies used by non-US business groups and firms to increase the satisfaction of their minority shareholders and to limit the incentives of the controlling shareholders to abuse them, and predict the outcomes of that protection. From these experiences we are able to suggest conditions needed to link family control and minority shareholder protection.

Family ties could provide bonds of trust and a sense of common purpose among members that can substitute those that are supposed to be provided by the legal system. This has led some authors (see, for example, Panunzi et al., 2002) to propose that family firms are more common in countries with weak protection of minority investors precisely because family ownership acts as substitute for the legal protection of minority investors. This is based on the assumptions that agency problems do not exist when the agent and the principal are members of the same family, and/or that the family has internal mechanisms to deal with such problems whenever they exist and create acceptable solutions. If, as Leon Tolstoy claimed, “all happy families are alike; each unhappy family is unhappy in its own way” our advice for a family firm would be simple: get a happy family. Firm behavior can, indeed, replace legal protection. But rather than to invoke here moral reasoning even if it is present, we believe it has more to with competitive advantage: firms that protect their minority shareholders will have considerable advantages over those that do not. Accordingly, this paper consists of two main sections. First, we integrate the “political economy” of closely held FF (Morck, 2000 and Morck and Yeung, 2001) together with the legal protection of minority shareholder into a matrix that describes four archetypical behaviors. We then present the model that results from their interaction, and conclude with suggestions for empirical testing of the model and further empirical research.

Our typology distinguishes behaviors according to the degree of protection required by the legal system in which the firm operates and the dynamics of the family that controls the firm. Using it as a platform, we create a model that shows how both family dynamics and legal environment can help predict both the quantity and the quality of minority shareholders the firm will be able to attract. Our typology and the model has substantive implications for business managers, as it clarifies what actions ought to be taken to improve the likelihood of identifying and seizing business opportunities that require capital and/or expertise beyond the control of the firm. Firms that combine good family dynamics with a good legal environment are in an ideal situation to attract new, minority investors, as the rule of law and the behavior of the family preserve the rights of the new partners. Firms that operate in environments where the laws are weak or not enforced adequately need to find mechanisms to embed minority shareholder protection within the firm by using adequate instruments to the task, such as making modifications to the charter, or getting into shareholder agreements that require consensus rather than simple majorities to make substantive decisions. Conversely, firms that operate in environments with adequate protections but that are controlled by dysfunctional families or families with issues that require attention would benefit from using tools that improve the family dynamics and provide them with mechanisms to solve the problems of the family. Finally, firms that combine both dysfunctional families with weak legal protection benefit from addressing both problems, although not simultaneously. Our model predicts that these firms would benefit most from creating rules to protect minority shareholders first (which may or may not include members of the family). Rather than being tacit, these rules should be made as explicit and comprehensive as possible, to ensure that the protection is not simply for family members but also for any investor with a potential stake in the company. We believe that these rules may also help to address some of the issues that create conflicts within the families. Once minority shareholder protection is firmly embedded, family issues can be addressed using tools designed to improve decision processes within the family. The implications for researchers are clear. A natural sequel to this work would involve its empirical validation. Although we do not foresee particular problems in its operationalization, data gathering could be difficult. As documented by Schulze et al. (2001), gathering data about family firms is difficult, and the cross national nature of the model will certainly add another layer of complexity. To address these issues, we believe that the multi-case methodologies proposed by Eisenhardt and associates (Eisenhardt, 1989 and Eisenhardt, 1991) could provide useful, as they resolve the problems inherent with data gathering while still preserving the robustness of the model and the validity of the comparisons across data points and cases. Yet, in spite of the practical difficulties, we believe that this is an area that deserves further attention from management scholars, both because of the prevalence of the phenomena studied and the consequences it has for many business firms. Finally, a better understanding of the dynamics of minority shareholder protection and the consequences for firm behavior could serve as a useful platform for public policy modification, a necessary step in many countries that aspire to participate more actively in an increasingly integrated world economy.