Soriano: One person, wearing 4 hats all at once When family, ownership, governance and management collide in a family business

One person, wearing 4 hats all at once When family, ownership, governance and management collide in a family business
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There is a scene I have seen repeatedly in family businesses. The founder dies, becomes seriously ill, or finally decides it is time to step back. Within days, the children are expected to take over. Suddenly, they are the management team, the board, the shareholders — and, of course, still brothers and sisters. Nobody explains that these are different roles. Nobody says, “When you are in this meeting, you are a director. When you are in that meeting, you are a shareholder. When you are in the office, you are a manager. And when you are having dinner tonight, you are simply family.” So what happens? Everything

gets mixed up.

I call this the Instant Family Business. The children inherit the company, but they do not inherit the rules for running it. They inherit shares, positions and responsibilities, but often without a clear understanding of where one role ends and another begins. And this is where trouble starts. A brother questions his sister’s decision. Is he speaking as a shareholder? A director? A fellow executive? Or simply an older brother who has always believed he should have the final say? A sister challenges a major expense. Is she protecting the company’s cash? Exercising her responsibility as a director? Or reacting to years of feeling that her brother gets more attention from the family? Nobody knows. And because nobody knows, every business disagreement quickly becomes personal.

I have seen profitable companies nearly destroyed this way. Not because the business was failing. Not because the market had disappeared. Not because the family members were bad people. They simply had too many hats and no agreed-upon rules about which hat they were wearing. Consider a composite example based on patterns I have encountered in family enterprises. Let us call them the Del Rosario family. The founder built a successful trading company over 30 years. Like many founders, he made the most important decisions himself. His children were involved, but everyone ultimately knew: Dad decides. Then Dad was gone. His three children suddenly had to

decide everything.

The eldest became president. The second took charge of finance. The youngest was given human resources. All three became shareholders. All three were also supposed to be directors. But the board had never really functioned. There were no clear governance processes, no agreed decision rights and no real separation between ownership and management. Within a year, the family was fighting. The president made a business decision. His sister objected. He heard it as a challenge to his authority. The finance head questioned a major expense. The

president saw it as interference. The youngest complained that her recommendations were ignored. Her siblings saw it as inexperience. But underneath every argument was another argument: “You don’t respect me.” “You always think you know better.” “Why does he get to decide?” “Dad would have listened to me.”

The business discussion had become a family discussion without anyone realizing it. This is the dangerous part of family business: you can remove the issue from the meeting, but you cannot remove the history from the room. That is why governance matters. Governance is not bureaucracy. It is not about creating more meetings, more paperwork, or impressive titles. At its most basic, governance answers a simple question: Who has the right to decide what — and in which role?

Without that clarity, the family keeps fighting the same battle in different forms. With it, people can disagree without attacking one another. The uncomfortable truth is this: family harmony does not automatically produce good governance. Sometimes, good governance is what protects family harmony. Because when family, ownership, the board and management all occupy the same room, every disagreement becomes personal. The solution is not necessarily to change the people. Sometimes, you simply need to change the rooms.

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