Acciona, S.A. is a global infrastructure and renewable energy conglomerate that is publicly traded in Spain and controlled by the Entrecanales family. In 2006, the company joined the highly politicized cross-border takeover battle for Spain's largest electric utility, Endesa, by acquiring a 10% stake that it subsequently built up to 21%. Other interested suitors were E.ON and Enel, the largest electric utilities in Germany and Italy, respectively. In March 2007, Acciona's executive chairman Jose Manuel Entrecanales is considering three strategic alternatives: tendering its shares--and realizing a capital gain of 1.2 billion euros, 13% of Acciona's market capitalization; holding out as a strategic but minority shareholder in Endesa; or negotiating an agreement with Enel and/or E.ON.
Most companies around the world are controlled by their founding families, including more than half of all public corporations in the U.S. and Europe, and more than two thirds of these in Asia. These companies are the subject of the Financial Management of Family and Closely Held Firms course, an elective MBA course at Harvard Business School. The course introduces students to the unique finance, governance, and management issues faced by family firms, and to the ways in which these issues can be addressed. The course provides students with a framework for analyzing how family ownership, control, and management affect value, and whether and how more value can be created for the various stakeholders in family firms. The course is designed for students who may be involved with these companies in a variety of roles, including those of founders, shareholders, or managers of their own family's firm, as well as those of non-family managers and employees, investors or business partners (e.g., private equity investors), and advisors of various kinds (e.g., Investment bankers, board members, or consultants).
Founders and their families can raise equity without relinquishing control of their companies, through the use of mechanisms such as dual-class stock, pyramidal ownership, voting agreements, and disproportionate board representation. The use of these mechanisms in publicly traded companies is widespread throughout the world, and in the United States. Understanding how the various mechanisms contribute to the separation between economic ownership and control is important for the individuals who set them up because the choice among these mechanisms impacts firm value. It is also important for minority shareholders in these companies and for regulators, for reasons of transparency and investor protection.
Most large companies operate in more than one business. Valuing a diversified company requires separate valuations for each of its businesses and for the corporate headquarters. This method of valuing a company by parts and then adding them up is known as Sum-Of-The-Parts (SOTP) valuation and is commonly used in practice by stock market analysts and companies themselves. However, it is rarely taught in MBA programs or broached in valuation textbooks. Yet the application of the method raises a number of challenges.
Most companies around the world are family-controlled and/or closely held. The need to value these companies routinely arises in practice for a variety of reasons, e.g ., to buy out minority shareholders; for gift and estate tax purposes; to tie executive compensation to firm performance; to raise outside capital; or to sell the company outright. However, these companies present certain unique characteristics that can make standard valuation methods inappropriate for them.
Der Spiegel is Germany's most influential political news magazine. In the 1970's, its founder Rudolf Augstein gave a 50% ownership stake to his employees and sold another 25% to rival publisher Gruner+Jahr, but retained significant control during his lifetime by stipulating in the bylaws that every important business decision would require a 76% shareholder approval. When Augstein died in 2002, however, his co-owners exercised the option the same bylaws gave them to buy a 0.5% stake each from Augstein's heirs, who thus lost their veto rights. In September 2007, the benefits and costs of sharing ownership with employees become particularly salient when the employees block the CEO's proposal to acquire 50% of the Financial Times Deutschland. Faced with the new balance of power, Rudolf's eldest son Jakob Augstein is forced to rethink the role that his family can play in Spiegel going forward. Should he try to buy back the pivotal stake? Sell the family stake altogether? But to whom, and at what price?
The Pitcairn Family Heritage(R) fund invests primarily in companies controlled by their founding family or a related foundation. The fund was launched in 1989 by Pitcairn Trust, the family office of the descendents of Pittsburgh Plate Glass (PPG) founder John Pitcairn. The fund has delivered good long-term returns since its inception, but in recent years it has underperformed its benchmarks by a considerable margin.
In 2002, a massive accounting fraud and corporate looting scandal involving the founding Rigas family made Adelphia the 11th largest bankruptcy case in history, and the third--after WorldCom and Enron--among those triggered by fraud. Set in 2005, when Adelphia is contemplating several options to emerge from bankruptcy, including a $17.6 billion cash-and-stock offer from Time Warner and Comcast, a $17.1 billion cash-only offer from Cablevision, and a $15 billion cash-only offer from KKR and Providence. The fact that both Comcast and Cablevision are themselves family-controlled and with a large wedge between the family's ownership and control rights further complicates the decision.
The Sulzberger family owns 20% of the New York Times Co. (NYT) but controls 70% of the board through a dual-class share structure. At the company's April 2006 annual shareholder meeting, Morgan Stanley Investment Management (MSIM) and other investors, holding 28% of the company's stock altogether, withheld their votes for the 30% of directors that they could vote on as a sign of protest against the management of Arthur Sulzberger, Jr. and the dual-class structure that protects him. MSIM later submitted a proposal urging the NYT to subject the dual-class structure to a vote. In evaluating the proposal, Sulzberger feels torn by his responsibilities to three different constituencies: his readers, his family, and all other NYT shareholders.     
In July 2004, Shiv, Nand, and Uday Khemka are discussing their holdings in SUN Interbrew, a leading Russian beer producer that is part of the family's global portfolio of businesses. SUN Interbrew has been operating as a joint venture since 1998, when the Khemka family, who founded its predecessor company SUN Brewing in the early 1990s, decided to partner with Belgian beer giant Interbrew to survive the Russian financial and economic crises. Since then, the family has used Interbrew's capital and beer industry know-how to successfully grow the business. Now several developments prompt the Khemka family to consider a liquidity event. The family's five-year lock-up arrangement with Interbrew has just expired. In March 2004, Interbrew has announced its plans to take a controlling stake in Brazilian giant AmBev, a deal that will create the world's largest brewer. In addition, the Alfa Group, a Russian conglomerate that has become the third largest shareholder in SUN Interbrew, has announced its intention to take part in the company's management and attain a leading position in the Russian beer market. Is there a role for the Khemka family in the future of this company? Should they maintain some stake in the company and continue to participate in its management? Should they auction off their shares to the highest bidder and exit? Or should they play a role in the global beer industry through a stock-for-stock sale to InBev, and if so, at what price?
Ayala Corporation is the oldest conglomerate in the Philippines and has been controlled by the Zobel de Ayala family for seven generations. Over the past 25 years, Ayala has evolved from a real estate family business into a highly diversified and professionally managed business group, with a significant number of non-family shareholders. Between the holding company and its four largest subsidiaries, the Ayala group accounts for a quarter of the market capitalization of the Philippines Stock Exchange. Provides data to assess the value created for Ayala's stockholders in the ten years leading up to 2006, when the transition to the seventh generation of the Zobel de Ayala family culminated.