Monday, Mar. 24, 2003
Putting On Heirs
By Peter Gumbel
When he was in his late 20s, Ernesto Bertarelli had the world at his feet. A passionate yachtsman, he was handsome and wealthy, on his way to getting a Harvard M.B.A., and his girlfriend was a former beauty queen. But when his father Fabio fell sick with cancer, Ernesto had to grow up fast. In 1996 he took over Serono, a fertility-drug company Fabio had built up after inheriting it from his father. If anybody inside or outside the Geneva-based company had doubts about the succession, those doubts quickly disappeared. Under the younger Bertarelli's leadership, Serono has shifted its focus from pharmaceuticals to biotechnology and almost doubled its revenues to $1.5 billion in 2002, making it the world's third largest biotech company after Amgen and Genentech. "My father created a platform, and I launched myself from it," says Bertarelli, now 37. The stake he holds together with his mother and sister is worth about $4.4 billion, placing the Bertarellis among Europe's wealthiest families--and providing Ernesto with more than enough to fund his sailing ambitions. Just last month, he and his crew won their sport's greatest prize, the America's Cup.
There's a changing of the guard in European family business. A new generation is taking charge of many of these dynasties--and of Europe's economy. Like Ernesto Bertarelli, many of the heirs are better educated and more international in their outlook than their parents were, and they are leading their firms in new directions. The Barillas of Italy have built a pasta plant in Ames, Iowa, and recently bought a German bread company. The Ottos of Germany (Eddie Bauer, Crate & Barrel) are investing heavily in e-commerce. France's Lagardere family is becoming an international media heavyweight.
Such wealthy clans wield outsize influence in Europe, because of family tradition and because public shareholding is less well established there than in the U.S. About 85% of companies in the European Union are family run, and families have controlling or substantial stakes in many of the biggest firms, from BMW to L'Oreal. A study by Merrill Lynch and Cap Gemini Ernst & Young estimates that 2.5 million Europeans had financial assets of more than $1 million in 2001, compared with 2.2 million North Americans. There are more American billionaires than European ones, but in a comparison of the wealthiest people on both sides of the Atlantic, Cap Gemini found that 37% of those in Europe had inherited money, compared with 21% of the Americans.
Most European family firms are closely held and reluctant to disclose more than the basic financial information required by regulators. But in France, many of the biggest family companies are publicly listed, thanks to securities laws that let such companies leverage a substantial part of their assets on the stock market while still maintaining control. Of the 250 largest firms whose shares trade on the Paris stock exchange, 57% were family controlled in 1998 (the latest year for which figures are available), up from 48% five years earlier, according to a study by the Insead business school. By comparison, about 40% of the firms in the S&P 500 index in the U.S. are family controlled.
Moreover, family firms in France have performed quite well for shareholders. An index of such companies compiled by a Paris brokerage, Oddo & Cie, continuously outperformed the Paris market in the 10 years from 1991 to 2001, with the stock of family firms rising by 446%, compared to 233% for the stock of 250 of France's largest companies. Family businesses tend to be more profitable than others over the longer term, in part because they aren't as fixated on short-term performance and are better able to weather downturns.
For all Europe's business families, succession is the biggest challenge. By some counts, only 1 in 3 family firms survives the transition from the founding generation to the next.
At some of the most established and successful family firms, the heirs have switched from an active-management to a passive-investor role. Consider Liliane Bettencourt, 80, who manages her family's $11 billion stake in L'Oreal cosmetics--founded by her father in 1907--through a holding company. She and her daughter Francoise, 49, sit on the L'Oreal board, but no other family member works at the firm. When Freddie Heineken died last year, control of his brewing colossus passed to his daughter and sole heir, Charlene de Carvalho Heineken, 48. She lives in London with her banker husband and their five young children, and she has no involvement with day-to-day operations. Karl and Theo Albrecht, the secretive German brothers who rank as the richest people in Europe, are withdrawing from the management of their firm, discount retailer Aldi. Sweden's Ingvar Kamprad, who created the IKEA furniture chain, has retired to a Swiss lakeside resort, leaving ownership of his empire to a foundation--and keeping everyone guessing whether any of his three sons will take over the business.
The investor role isn't always passive; sometimes it can be passive-aggressive, as the Quandt family has demonstrated. Herbert Quandt acquired a controlling stake in automaker BMW in 1959, when it was in dire straits. His heirs today own 47% of BMW's stock. The children of Quandt's third marriage, Stefan, 36, and Susanne, 40, sit on BMW's supervisory board. In 1999, angered by continuing losses at the automaker's Rover subsidiary in Britain, they ousted CEO Bernd Pischetsrieder in a boardroom coup. In Hamburg, the fate of Beiersdorf (Nivea skin cream) has been uncertain for months because of quarrels in the Herz family, which owns a 30% stake. The biggest shareholder, German insurer Allianz, is looking to sell its 44% stake, perhaps to Procter & Gamble. But the five Herz heirs to their father's coffee fortune can't agree on whether to increase their stake in Beiersdorf or to sell it.
There are many advantages to family ownership: the heirs tend to promote quality products and fair dealings, while taking a long view. But families that control firms that are publicly traded sometimes work to the disadvantage of other shareholders. They often create holding companies and shares with extra voting rights to ensure they maintain control and can block takeovers--even by firms that might better manage the business. The Wallenberg family of Sweden holds major stakes in many of Scandinavia's biggest companies through a holding firm called Investor AB. That publicly listed firm has two classes of stock, one with 10 times the voting power of the other. Guess which class the Wallenbergs have? The family owns 21% of Investor's capital--but holds 45% of the voting rights. And in part for that reason, the firm's shares trade at about a 37% discount to its asset value. Still, a pair of younger Wallenbergs are working to reverse the slide in their family's fortune. What follows is a glimpse of that clan and others where a new generation is leading the business.
Pinault ARTEMIS
The family's retail empire in PARIS revolves around conglomerate Pinault-Printemps-Redoute (PPR), which controls Printemps department stores and luxury brand Gucci
PPR Stake: $2.8 billion
Francois Pinault wasn't born to money; he hustled his way to the top. From simple beginnings in the timber industry--his father owned a sawmill in Brittany--Pinault built a retail empire that today includes some of the best-known names in France, including the Printemps department store and the FNAC bookstore chain, as well as the Christie's auction house and the famous Bordeaux vineyard Chateau Latour. As part of his recent push into luxury goods, Pinault snatched control of Gucci away from another French tycoon, Bernard Arnault, in a bitter battle that ended up in court. Most of Pinault's assets are held by an investment company called Artemis, named after the Greek goddess of hunting, that is entirely owned by his family. Its biggest holding is a controlling 42.2% stake in Pinault-Printemps-Redoute, a retail and industrial conglomerate whose shares are publicly traded.
Francois Pinault's business tactics are controversial. An avid collector of contemporary paintings who is building his own museum on the edge of Paris, he has made an art out of using multiple holding companies. He has had serious brushes with French tax authorities as well as minority shareholder groups. The manner in which he acquired control of Printemps in 1992, with a public offer for only part of the stock, sparked a change in French takeover law. In California, meanwhile, he is fighting fraud allegations as part of a case involving the French bank Credit Lyonnais and the failed U.S. insurer Executive Life. He is named as a defendant but denies any wrongdoing.
There's no sign that Pinault, 66, is letting up, but he has put in place his family succession. Shortly before his 65th birthday, he announced that he was splitting ownership of Artemis among his three children and designating as his successor his eldest son Francois-Henri, 40. "If I hadn't considered any of my children had the character and competence to succeed me, I would have sold my group," Francois says. "The responsibility is too great."
Francois-Henri worked his way up through several of the family businesses over 15 years, in what amounted to an extended apprenticeship, before his father allowed him to join Artemis in 2001. The two men say that they work closely on decisions but that "it's not a tandem that can last for eternity, because you need only one person in charge," says Francois. Of his son he says, "It's clear he will take the reins." Their biggest challenge now is to earn a return on their $5 billion investment in Gucci at a time of worldwide economic weakness--and to prevent Gucci's star designer Tom Ford and CEO Domenico de Sole from leaving when their contracts expire next year.
Barilla BARILLA GROUP
Soon after selling their century-old pasta firm in the 1970s, the Barillas of PARMA, ITALY, bought it back and have expanded ever since. An Iowa plant is helping Barilla grab 17% of U.S. pasta sales
Annual Sales: $2.4 billion
The Barilla family--whose pasta and bread company, based in Parma, Italy, dates back to 1877--hit a big snag in the early 1970s, when the third generation of family managers--brothers Pietro and Giovanni--quarreled and sold the business to W.R. Grace of the U.S. In 1979, however, Pietro bought back a majority stake, this time on his own, and started the company on a rapid expansion course. By 1993, when he died, Barilla produced 35% of the pasta sold in Italy. Now his three sons--Guido, Luca and Paolo--and their sister Emanuela are pushing aggressively into international markets, especially in the U.S., where Guido, 44, attended Boston College.
Barilla built a plant in Ames, Iowa, in 1999 and has grabbed about 17% of the $1 billion U.S. pasta market. The company remains private, but whereas their father was reluctant to bring in outside capital, Guido and his brothers are more open to external finance. Last year, in its biggest transaction to date, Barilla acquired Kamps, a big German bread chain, for $1 billion--bringing in a bank to finance the deal. Randel Carlock, a professor at Insead, says the family "could have just sat in Parma and made pasta. But the younger generation saw the strategic opportunity."
Bertarelli SERONO
The family's journey from Rome in 1906 to GENEVA in the 1970s mirrors its shift from traditional drugmaking to biotech. Three generations of successions make it a most unusual biotech firm
Family's Stake: $4.4 billion
Ernesto Bertarelli's father groomed him from an early age to take over the family pharmaceutical business. "As a child, I remember him sitting me down at his desk and telling me, 'One day you'll have to sit in my chair. You'll have to take the decisions.' That makes a big impression on a child," recalls Ernesto, 37. The family firm, Serono, has a long and odd history: it was founded in Rome in 1906, and its best-selling product was long a fertility drug derived from the urine of postmenopausal women, including Italian nuns. Bertarelli's grandfather took it over after the war, and his father Fabio moved it to Geneva in 1977 and began developing new products, including a human-growth hormone. When Genentech came out with a rival based on recombinant-DNA technology, Bertarelli Sr. began funding his own biotech research. That led to the development of a multiple-sclerosis (MS) drug called Rebif, which last year accounted for 39% of Serono's sales.
While Ernesto was at Harvard in the early 1990s, his father sent him company papers so he could keep abreast of what was happening back home. That smoothed the transition when Ernesto took over as CEO. He has streamlined the organization, ending an unwieldy division between operations in Italy and Switzerland, and in 2000 he listed Serono on the New York Stock Exchange. Most riskily, he steered Rebif through a contentious approval process in the U.S. that involved taking on an already authorized rival treatment by Biogen in a head-to-head clinical trial--and winning. Biogen had enjoyed a temporary monopoly in the U.S. for its Avonex product under the FDA's "orphan drug" program, meant to encourage research into treatments for uncommon diseases. Serono broke the monopoly, proving by trial that its drug was more effective. Bertarelli's priority today is to fill Serono's pipeline with new drugs so it isn't so dependent on a few products. To leverage and expand its MS expertise, Serono is partnering with other firms to create treatments for associated ailments that afflict MS patients.
A big advantage of Serono's being a family company, Bertarelli says, is that "I'm a strong reference for management. They know where the decisions are coming from." He adds, "People are judged by results, not that you come from three or five generations." Still, being the majority shareholder as well as CEO allows for some freedoms that would be unthinkable at any nonfamily company. Bertarelli spent most of the past six months in New Zealand preparing for the America's Cup, which he won for landlocked Switzerland with his yacht Alinghi. Although he kept in touch by phone, e-mail and videoconference, managing a company from the other side of the world was evidently a challenge, and Bertarelli put in place a deputy CEO--who is not a relative--to help out.
Benetton EDIZIONE HOLDING
It built its wealth on the colorful knitwear of the retail chain bearing its name, but this PONZANO, ITALY, family is now widely diversified in catering, sporting goods and toll roads
Annual Sales: $7.7 billion
The tale of the four Benetton siblings--Luciano, Giuliana, Gilberto and Carlo--who launched their clothing empire by knitting sweaters at the kitchen table at night, has become legendary in Italy; they currently rank among Europe's wealthiest families. Color was the key to their success. Luciano, 67, the eldest, has said he couldn't bear to see young women in the 1960s dressing like their mothers and young men still decked out in gray. The bright, cheerful knitwear they produced was a hit in Italy, and soon they were exporting around the world, their products increasingly accompanied by provocative ad campaigns.
Today, however, the Benettons no longer view their $2.3 billion creation as a family company. They continue to hold a majority stake, but since taking the firm public in 1986, they have relied more on outside managers and this month announced that the family is withdrawing from management completely. Meanwhile, the family fortune has undergone a massive diversification. Through Edizione Holding, a family-owned company, the Benettons have bought stakes in operations as diverse as Formula One racing, Prince tennis racquets and a firm that refurbishes railway stations. Just last month they paid $7 billion to acquire a majority stake in Autostrade, the company that runs Italy's toll roads. (They already own the firm that runs the roadside restaurants.) Not all of their investments have been profitable: they lost an estimated $400 million on a mobile-telephone firm that collapsed.
The Benettons who founded the family business have 14 children among them, and the succession is already settled: the four siblings have set up a structure dividing all their assets into four parts. While there is no guarantee that their children will work together as well as they did, the clear division means no single member of the next generation will be able to dismantle the empire.
Otto OTTO GMBH & CO.
The Ottos' mammoth catalog and Internet retailing operation traces its lineage back to a postwar shoe factory in HAMBURG. Today the family also owns the majority of furniture seller Crate & Barrel
Annual Sales: $25 billion
At the end of World War II, Werner Otto fled with his family to Hamburg from their Soviet-occupied home in what is now Poland. He won a license from the British authorities occupying the town to start a shoe factory, and in 1949 he founded a mail-order firm that is now the core of the family fortune. His son Michael was 28 when he joined the firm in 1971, and he became chairman a decade later. At the time, Otto Versand was a thriving German business with sales of about $2.5 billion. Today, recently renamed Otto GmbH & Co., it's a worldwide colossus with sales of $25 billion.
Michael Otto, 59, has aggressively pushed to countries beyond Germany, including the U.S., where he has a majority stake in Crate & Barrel. (The family separately owns the Spiegel catalog group, which includes Spiegel, Eddie Bauer and Newport News, an online women's-clothing retailer.) Otto has also invested heavily in technology, including e-commerce, to improve efficiency, cut costs and reach out to customers. Last year the company turned a profit for the first time on its online sales, which reached $1.9 billion. Otto boasts that it's the second largest Internet retailer after Amazon.com The advantages of running a closely held family company are that "I can always think long term and not have to look at short-term profits," he says. That means he can make big investments in technology, including e-commerce, without feeling pressure from stock analysts and investors.
It also means he can follow his environmental convictions, even if that weighs on earnings temporarily. For example, the company has stopped selling products made of tropical wood and has undertaken a comprehensive--and costly--effort to ensure that many of the garments it sells are made of organically grown cotton (only natural fertilizers are used) or other environmentally correct materials. "I found it important to do this," Otto says, and since the family owns 85% of the company, there's nothing to stop him.
Lagardere LAGARDERE GROUP
From his roots in aircraft design, founder Jean-Luc expanded into magazine publishing. Today son Arnaud leads the charge into book publishing by the publicly traded PARIS-based holding company
Family's Stake: $250 million
Jean-Luc Lagardere trained as an engineer at Marcel Dassault's aircraft-design business in the 1950s and went on to run a small Dassault subcontractor called Matra. In 1980 he diversified into media by acquiring magazine group Hachette and today publishes 222 titles, including Paris Match, Car and Driver and Elle. A foray into TV almost bankrupted Matra, but it recovered, and the publicly traded firm--now called Lagardere Group--with $14 billion in annual sales is weathering the economic downturn. Through aggressive dealmaking, he has spun his stake in Matra into a 15% share of EADS, which makes Airbus jets. His son Arnaud, 41, is leading the growth of Lagardere's media division, with about $8 billion in annual sales. Last October Arnaud agreed to acquire the book-publishing arm of ailing Vivendi Universal for $1.25 billion--giving Lagardere an estimated 70% of the French book market. In a strange twist, a shadowy Swiss-based firm with links to Iraq and possibly Saddam Hussein owns about 2% of Lagardere's shares, but the holdings were frozen in 1991.
Baer JULIUS BAER GROUP
A model for the way a multitude of heirs can preserve a complex business, this ZURICH banking family pools its power (the stock is publicly traded) and then allocates duties with care
Family's Stake: $227 million
A couple of years ago, the descendants of banker Julius Baer--more than 100 of them--gathered at a Zurich restaurant for a reunion of a remarkable family. Not only does it own a controlling stake in the 112-year-old Swiss bank Julius Baer Group, which manages about $80 billion in assets, but its members still run it too. In May, Thomas Baer, a grandson of Julius', will retire as chairman and hand the post to his nephew Raymond Baer, 43.
Thomas Baer says it became clear five or six years ago that Raymond was the clan's best young leader. "The big danger of family companies is that the older generation cannot find the right moment to hand over the reins," says Thomas. He is not only giving up the chairmanship but also relinquishing his seat on the board to his son and will have more time to spend at his Tuscan vineyard.
About 30 members of the family are involved in key decisions at the bank. They are signatories to a family shareholders' pooling agreement meant to ensure that control of the bank stays in Baer hands. It's a practical form of family governance that was first drawn up in 1974, when the bank switched from being a partnership to a limited-liability stock corporation.
The family allows its members to work at the bank only "if there's a reasonable chance of reaching the top," says Thomas. Once the family has decided, big appointments still need to be approved by the board, most of whose directors are not family members. But Thomas says there are huge advantages in having family involved. "If it's your money and your name is on the door," he says, "it's to be expected that you act in a more responsible manner."
Like most banks these days, Baer is focused on cutting costs and recently took the unusual step of laying off 50 workers.
Mohn BERTELSMANN
The family's privately held, worldwide media conglomerate, based in GUTERSLOH, GERMANY, includes publisher Random House, a majority stake in TV network RTL and the BMG music group
Annual Sales: $18 billion
Reinhard Mohn inherited the modest German publishing house that his great-grandfather founded in 1835, and he turned it into a global media giant called Bertelsmann. Today that firm owns book publisher Random House, the BMG music group and a majority stake in the European TV network RTL, among other properties. Mohn, 81, stepped back from active management a decade ago, but the company's transition to outside executives has not been smooth.
Bertelsmann stock is not publicly listed, and Mohn and his second wife Liz, 61, control the firm through a holding company--and keep a watchful eye on management. Three years ago, supervisory board chairman Mark Woessner left after a falling-out with the Mohns, and last July the family ousted celebrated CEO Thomas Middelhoff, who had spent billions trying to propel Bertelsmann into the digital era, committing the company to a public offering in 2005 that it is trying to wriggle out of.
Liz Mohn, a former secretary in the book-club division, has played a prominent role behind the scenes and was instrumental in firing Middelhoff. She and her husband have three children, two of whom work at Bertelsmann: Christoph, 37, who is the chief executive of the Internet affiliate Lycos Europe, and Brigitte, 38, who works at a company foundation. If Liz is trying to position her children to take over Bertelsmann, she isn't saying so.
But the company has been rattled by ferocious criticism from Reinhard Mohn. Last month, in a book about his management philosophy and in an accompanying essay published by a German newspaper, he wrote that he had underestimated the vanity of some executives: "The search for glory has incited many a manager to 'acts of heroism,' and not infrequently led to irresponsibly big investments." Reinhard added that he wants his family, led by Liz, to play a more forceful role at Bertelsmann by, for example, implementing the "fundamental principles of a humanistic corporate leadership," which in practice means avoiding layoffs whenever possible and managing by consensus rather than confrontation. The statements appeared to undermine current management, which has publicly expressed its irritation. CEO Gunter Thielen sent a memo to all Bertelsmann employees stressing that under German law, the executive board members--not the shareholders--are responsible for the management of the company.
Agnelli GIOVANNI AGNELLI & CO.
The future is cloudy for this family's flagship business, the carmaker Fiat, based in TURIN, ITALY. Losses are mounting, and their holdings' value has declined
Publicly Traded Assets: $4 billion
When Giovanni Agnelli died in January at age 81, all Italy mourned the passing of a legend. Handsome, dashing and impeccably connected, he personified Italy's growing postwar affluence. But by the end of his life, his family's affairs were a mess. In the two months since his death, his brother Umberto, 68, has stepped out of the shadows and is moving swiftly to realign management and shore up the finances of the Agnellis' prize asset, the 104-year-old automaker Fiat, which posted a $4.6 billion loss last year.
The Agnelli family long ago moved to diversify its wealth into stakes in such companies as Club Med and Danone, the world's biggest yogurt manufacturer. Whether or not Umberto succeeds in rescuing Fiat, the Agnellis face a vexing succession issue: there is no heir in the next generation. Giovanni's only son Edoardo killed himself two years ago, and Umberto's son Giovanni Alberto, who was being groomed as the successor, died of cancer in 1997. The burden of securing the family's financial future will probably fall to Giovanni's U.S.-born grandson John Elkann, who is just 26. Giovanni installed Elkann on Fiat's board in 1997, when he was only 21.
Wallenberg INVESTOR AB
Trouble with investments in Ericsson, ABB and technology firms has resulted in huge market losses in the past year for this family's industrial holding company, based in STOCKHOLM, SWEDEN
Family's Stake: nearly $1 billion
Sweden's Wallenberg family is one of the most powerful in Europe. Through family foundations, it controls or holds substantial influence over about 40% of the entire capitalization of the Swedish stock exchange. (Even the exchange is part of a company that the Wallenbergs control.) Investor AB, the family's industrial holding company, dates from 1916. It faced an unprecedented attack two years ago, when Swiss financier Martin Ebner built up a 10% stake and called for Investor to be broken up in the name of improving shareholder value. Ebner, overstretched financially, has since had to sell or reduce many of his holdings, including his stake in Investor. The episode was a harsh test for the latest Wallenberg generation (the fifth) to run the business. It is led by Marcus Wallenberg, 46, a shy Georgetown University graduate who took over as Investor's CEO in 1999, and his cousin Jacob, 47, who is vice chairman. The two are struggling to reverse huge losses in Investor's portfolio, whose net asset value per share almost halved last year as core holdings, including mobile-phone giant Ericsson and ABB, a Swedish-Swiss engineering firm, ran into serious trouble. The Wallenbergs' strategy: to use market weakness to boost their stakes in core holdings, among them bank SEB, Ericsson, ABB and appliance maker Electrolux. The Wallenbergs are making new investments in technology and have fostered a venture-capital arm. Those investments so far are losing money. But the young Wallenbergs hold to the motto used by their grandfather: "To move from the old to what is about to come is the only tradition worth keeping."
Weston ASSOCIATED BRITISH FOODS
Fortnum & Mason is only the most elegant arm of this family's LONDON-based firm, which started out selling sliced bread
Family's Stake: $3.25 billion
In Britain the Westons are often referred to as the family that invented sliced bread. The founder of their retail business was a Canadian emigre, Garfield Weston, who created individually packaged loaves. His son Garry built publicly traded Associated British Foods (ABF) during the postwar years and acquired dozens of assets, including British Sugar and the luxury London store Fortnum & Mason. During Garry's 33 years at the helm, ABF's value soared by a factor of 30, and it is currently the biggest family-controlled company on the London Stock Exchange, with annual sales of $7 billion.
Before he died last year at 74, Garry Weston installed the firm's first top manager from outside the family. But each of Garry's six children is involved in the firm. Guy, 42, the eldest son, runs the holding company, Wittington Investments, which owns 54.5% of ABF. In 2001, Wittington bought back the 10% of Fortnum & Mason that it didn't already own. The second son, George (it's a family tradition for sons to be given names starting with G), 39, is deputy chairman of ABF, and Garth, 34, is chief of the company's Ryvita crispbread subsidiary. Two daughters, Jana, 41, and Cate, 40, work at Fortnum & Mason, while Sophia, 36, helps with the family's charitable foundation, which owns almost 80% of Wittington. So far, the ABF management team seems to work together cohesively, despite the potential awkwardness of heirs' reporting to an outside CEO.