Does the Business Have to Stay in the Family? Steps to Take When Ownership Succession Isn’t an Option

The decision to pursue an outside exit strategy, as opposed to a traditional family ownership succession path, is a difficult one. We lay out several steps that owners who are grappling with this issue can take as they seek to determine the best strategy for themselves, the family and the business.

At Brown Brothers Harriman (BBH), we have worked with countless owners who are grappling with whether or not they should sell the family business. Sometimes, there is simply no one to succeed them. Other times, there may be next generation members , but those individuals have no interest in owning the business. And in other cases, it simply does not make sense to pass down the business due to the market’s, industry’s, or business’s position. Other times, the family would otherwise like to remain in business together, but may receive an unsolicited outside offer they view as too good to pass up.

The decision to pursue an outside exit strategy, as opposed to a traditional family ownership succession path, is difficult and comes with many considerations for both the family and the business. Here, we lay out several steps that owners who are grappling with this issue can take as they seek to determine the best strategy for themselves, the family, and the business.

Evaluate Your Options for an Exit

Once owners have reached the conclusion that continued ownership is not desired, there are many types of strategic options to explore. One option is inviting in a third-party equity partner to take a minority or majority stake of the company. This option often works best when an owner plans to remain in the business for a few years before retiring, as the timeline of taking on a financial acquirer typically requires that an owner remain involved for some period after investment.

Another option is selling the business outright. For owners who are interested in a sale that would allow them to quickly exit the business, a strategic buyer may be the best option.

In both of these scenarios – bringing in a partner or selling the business – owners would have options for what they want to do in terms of engagement and level of involvement.

Another option is selling to employees through an employee stock ownership plan (ESOP). In our experience helping clients navigate the transition to ESOPs, we have found that they are an option for owners who want employees of the company to enjoy the benefits of ownership. However, it’s important to note that such a transition can take a long time, as employees have to slowly buy in and pay out the owner for ownership, and many owners who are hoping to retire in the near term prefer a quicker path to liquidity.

Ask Yourself: Is This a Sustainable Asset?

The lack of a successor may be an obvious reason for pursuing other exit options, but perhaps a less evident reason is when owners have a business asset that does not have bright prospects in terms of its growth potential. Owners need to evaluate whether they have an asset that makes sense to pass down. The business may appear to be sustainable, but owners must reflect on what they are handing down. Is this something that has the potential to grow in – or at a minimum, maintain – value? If the answer is no, even if an heir apparent seems obvious, exploring other strategic alternatives may be a good idea.

Shareholder Options:
1. Staus Quo: Continue to run the company on a normal operating plan and distribute excess cash to shareholders.
2. Minority Recap: Approach financial sponsors willing to make noncontrol investments for partial liquidity; management stays five to eight years.
3. Majority Recap: Approach financial sponsors that prefer to make control investments to create partial or near-full liquidity; management stays three to five years.
4. Strategic Buyer: Approach logical strategic buyers who would acquire the company and create full liquidity; potential for management to exit upon sale
5. ESOP: Transition ownership to an ESOP in exchange for partial or full liquidity

  • Near-Term Liquidity for Shareholders
    • Status Quo: Neutral
    • Minority Recap: Pros
    • Majority Recap: Pros
    • Strategic Buyer: Pros
    • ESOP: Pros
  • Obtain Partner for Business
    • Status Quo: Cons
    • Minority Recap: Pros
    • Majority Recap: Pros
    • Strategic Buyer: Neutral
    • ESOP: Cons
  • Accelerate Growth Potential
    • Status Quo: Cons
    • Minority Recap: Pros
    • Majority Recap: Pros
    • Strategic Buyer: Pros
    • ESOP: Neutral
  • Total Value Potential
    • Status Quo: Neutral
    • Minority Recap: Pros
    • Majority Recap: Pros
    • Strategic Buyer: Pros
    • ESOP: Pros
  • Likelihood of Successful Execution
    • Status Quo: Pros
    • Minority Recap: Neutral
    • Majority Recap: Pros
    • Strategic Buyer: Neutral
    • ESOP: Pros         

Map Out a Timeline that Works for the Owner – and the Business

Timing is a key consideration in any ownership transition, and while each potential investor or buyer will have a unique timeline, there are some common trends.

For example, a competitor or strategic buyer may want to take over the business entirely, so owners who want to retire immediately may prefer to sell to someone who will not require them to sign onto a formal transition over a period of months or years. In contrast, owners who want to remain involved in the business may seek out a minority or majority equity partner with whom they can partner on a longer path to full retirement.

Price also comes into play here, as owners may need to wait longer than expected to find a buyer who is willing to pay the price they want. On the other hand, an owner who is ready to move on may be willing to settle for a lower price in exchange for a quicker path to liquidity.

Beyond understanding the right timing for the owner, it’s also necessary to understand the right timing for the business. While an owner may be ready to retire, the business may not be ready for a sale, and it may not be the right time to optimize an exit. It’s important that businesses have the proper processes and structure in place long before beginning the transaction process to ensure everyone is prepared when the time comes.

For example, some family businesses keep books and records using more informal systems than a buyer might expect to see; engaging an experienced team subject to a nondisclosure agreement to discuss what potential partners might want to see is a good use of time and resources prior to any transaction.

One other note on timing: Many owners who we work with say they are going to sell the business when they aren’t enjoying it anymore; however, that time often comes when it is too late for the owner to properly plan (for example, he or she may have diminished capacity). Engaging a team and laying out a plan well in advance of incapacitation is ideal for a process that best achieves the owner’s goals.

Implement Structure Around Business Functions

The process of preparing to exit a business is sometimes compared to putting a house on the market – you always fix it up before you do so in order to maximize value. These “fix ups” may include moving personal business out of the finance office, cutting unnecessary expenditures, and making sure that all procedures can be transitioned smoothly under new ownership. In order for a potential partner or buyer to look at the business as an enterprise that has substantial value, owners must identify and act on the gaps that exist. It’s also important that standardized processes and procedures are in place that will enable the business to replicate success on an ongoing basis and to scale effectively.

One important area to highlight here is reliable financial reporting and organizational record-keeping. Having audited or reviewed financial statements prepared by a certified public accountant (CPA) results in increased credibility with lenders, insurance companies, and other key stakeholders, as well as potential investors and buyers; typically, companies with CPA-reviewed financial statements and well-organized records are better managed and more profitable.

This is also a good time to make sure the right team is in place – both internally and externally. Beyond ensuring management is properly structured and prepared to take over leadership, and potentially going through the process of hiring outside management that may not previously have been necessary, it’s also important to think about which outside advisors can help through the exit process.

Communicate the Decision with the Family, Employees, and Other Key Stakeholders

When an owner makes the decision to sell the business upon retirement, it is imperative to communicate the decision with the family. Often, owners have their own assumptions about what the family is going to think – particularly that they will be hurt and upset – and through our work, we have seen that those assumptions are often wrong.

In addition, it’s important to communicate the decision in advance of any public announcement so that the family does not find out about the sale from the news. Instead, they should be given time to process the information and ask questions, which may relate to everything from future employment to liquidity. There will no doubt be an influx of questions from family members, so owners should think long and hard about the “why” behind the sale and how to frame the decision before sharing the information.

It’s also imperative that the owners communicate the decision to sell with employees and other key stakeholders, who often have many questions when they find out that an outsider is coming in. While it’s easy to get wrapped up in the transaction process, it’s important that owners take time to explain to employees the rationale behind the decision – not just that it is happening, but why it is happening and what it means for them. It may be tempting to avoid discussing the transaction until everything is signed and finalized, but employees often know something is happening and may assume the worst unless told otherwise.

Sometimes, the hesitance to communicate about the transaction comes from an inability to do so – owners want to make sure the transaction remains confidential and competitive, so only certain individuals who are essential to the process can be informed. In this case, working with advisors to develop messaging that acknowledges change is coming but does not give away too many details can be the best solution.

Think Through the Implications for the Family

Many owners struggle with the impact of a sale on their families. Family businesses provide a lot for families, and the loss of the business can weigh on the owners who are making the decision to sell. The business may provide liquidity and wealth, whether through dividends or salaries. In some cases, a dividend can be replicated through financial assets that also pay a dividend or provide regular liquidity; however, a financial portfolio does not generally employ family members unless they are tasked with a newly formed family office (which is also an option we have explored for families post-sale). Family businesses also provide families with a sense of legacy or community involvement. All of these go away when an owner sells the business.

A top-of-mind concern among owners is what happens to the family if they don’t have a family business anymore. Families who choose to sell the business often attempt to replicate that family business experience in other ways. For example, they may choose to start a family office to continue to employ family members, or they may establish a family foundation so that they can continue to work together on a common goal. In the case where families are trying to solve for a liquidity issue, they may invest together in a particular way.

Thinking through ways to solve for the gaps that may exist when the family business is no longer there can help smooth the transition for the family during and post-sale and ensure family unity continues.

Address the Emotions that Come with Selling, and Think Through Your Post-Sale Plans

The decision to sell is tremendously personal. For many owners, the business is a member of the family. It’s where owners spend their days and get their enjoyment, and it shapes their identity – so it’s no surprise that going through a sale process can be extremely emotional. In order to process these emotions and get to a point where they are fully comfortable with the sale, owners must truly understand why they are going through a sale and what they are going to get as a result. Owners who can reach the point where they are looking at objective data to inform their decision will be able to overcome much of the emotional work that needs to be done.

The emotional side of selling can often be overlooked until too late in the process, and one other area that is often ignored during a sale is the owner’s plans post-sale. It is easy to get swept up in the all-encompassing process of an exit, but it is important that owners reflect on what they will do once this intense period is complete.


The decision to sell the family business comes with a host of personal, family and business considerations for owners. At BBH, we have helped countless owners evaluate their options and arrive at the best exit plan for their situation. Reach out to our Center for Family Business if you are interested in discussing this topic further.

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Is Now the Time to Sell the Family Business?

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