Start With the Family, Not the Shareholders’ Agreement

Family tension is not noise around the business. It is part of the business system.

Most advisers meet a family business and see a company. There is a balance sheet, a shareholder register, a set of articles, and somewhere in a drawer, a will drafted at a different point in the family’s life. That is the visible structure. It is very rarely the operative one.

The correction that matters is a simple one. Family tension is not noise around the business. It is an unavoidable part of the business system, which the quicker is acknowledged is something that can be pre-empted.

The scale of what is at stake

The Department for Business and Trade counted 5.7 million private sector businesses in the UK at the start of 2025 (DBT, 2025). The Family Business Research Foundation, working with CEBR, estimates that around 5.13 million of them are family businesses, roughly 93 per cent of the private sector, generating £985 billion in gross value added, supporting 15.8 million jobs and contributing about £422 billion in tax (Cebr and FBRF, 2025). Around 1.05 million have employees. Fewer than 24,000 employ more than fifty people.

Every one of those businesses will face a succession event. Most will not survive it. The figures usually attributed to Ward (1987) remain sobering: roughly 30 per cent reach the second generation, 12 per cent the third, 3 per cent the fourth. Those attrition rates are rarely caused by bad products or bad markets. They are caused by unmanaged transitions inside the ownership and family systems.

The model that makes the problem visible

The Three-Circle model was developed by Renato Tagiuri and John Davis at Harvard in 1978 and published in its best known form in 1996 (Tagiuri and Davis, 1996). It is not an organisation chart. It maps overlapping membership, and in doing so it produces seven sectors, each with a distinct and entirely rational set of interests.

Its value to an adviser is that it makes self-interest legible without making it pathological. A family shareholder in sector 4 pressing for dividends and a family manager in sector 5 pressing for reinvestment are not evidence of a family falling apart. They are two coherent positions generated by two different seats. Once the seat can be named, the position can be negotiated. Before that, everyone is simply arguing about loyalty.

Sector 7 deserves particular attention. The person who owns, manages and belongs carries fiduciary duty to the other owners, executive responsibility to the business, and family loyalty, all at the same time. That is not a privileged position. It is the most conflicted seat in the room, and it is usually occupied by the person who instructs the adviser.

The model says nothing about third parties: government, competitors, lenders, regulators. That is not a deficiency. It shows where an external shock will land first, and which sectors will read it as a threat while others read it as an opportunity.

Natural governance, and why it defeats good drafting

Families have hierarchies that no constitutional document created and no board resolution can dissolve. Culture, birth order, upbringing and the memory of who built the thing all shape who is actually listened to. Treating this natural governance as realpolitik rather than as an obstacle changes how an engagement should open.

Consider a familiar pattern. A second generation business with decades of trading history and substantial revenue. The son holds the executive role and legal control. The founder, retired and holding no formal position, still shapes strategic direction, for better and occasionally for worse. The siblings hold an expectation over undeveloped land the business intends to expand into.

On paper, the son decides. In practice, the founder is a governance organ with no constitutional existence, and a shareholders’ agreement that ignores him has been drafted beautifully for a company that does not exist.

Socioemotional wealth, and when it is affordable

Gómez-Mejía and colleagues (2007) gave the field socioemotional wealth: the non-financial value owners derive from control, identity, belonging and dynastic continuity. Berrone, Cruz and Gómez-Mejía (2012) later set out the FIBER dimensions for measuring it, covering family control and influence, identification with the firm, binding social ties, emotional attachment, and renewal through succession.

Socioemotional wealth is arguably a function of maturity. A business needs to be stable enough, and a family large enough, to afford non-financial priorities at all. Firms fighting for survival cannot.

That leads somewhere useful. The earlier owners begin nurturing it, the greater the chance of building a values-based business the next generation actually wants to join. Succession problems are frequently recruitment problems in disguise. Nobody inherits enthusiasm.

It is worth holding lightly. Miller and Le Breton-Miller (2014) argue that socioemotional wealth is not automatically benign and can equally entrench nepotism, risk aversion and underperformance, and the systematic review by Araya-Castillo, Hernández-Perlines and Morales-Alonso (2023) describes a literature that remains contested. It is a lens, not a prescription. Two things should stay non-negotiable. Appointments are made on merit, and the business gets what it reasonably needs to keep operating well. Family wealth does not survive the abandonment of either.

Three forums, one system

Family business governance typically runs through three structures: the Owners’ Assembly, for binding ownership and capital decisions; the Family Assembly, for shared values, inclusion and family-level policy; and the Board, for enterprise strategy, fiduciary oversight and executive management.

The obvious objection is that the Family Assembly should carry no weight, because it holds no legal power. Overlay it on the three circles and the answer appears. The Family Assembly is where sectors 1, 4, 5 and 7 sit. It has no legal power and near-total informal power over the people who hold the legal power. Refuse it a forum and it does not disappear. It simply operates without minutes, at a family dinner, on a drive with the spouse, in the bedroom or at some other unplanned time in an unplanned space with an unexpected family member.

The tax overlay has changed, and the family question has not

From 6 April 2026, the 100 per cent rate of agricultural property relief and business property relief is capped at the first £2.5 million of combined qualifying assets, with 50 per cent relief above that, producing an effective rate of up to 20 per cent. The allowance is transferable between spouses and civil partners, giving a couple up to £5 million, it refreshes every seven years, and it is index-linked from April 2031 (HM Treasury, 2026; HMRC, 2026).

The structural point survives it. Relief is now finite and must be allocated, and deciding whose allowance covers which asset is a sector 4 versus sector 5 versus sector 7 question asked under a deadline. Legacy will clauses leaving all relievable property to children and the residue to a spouse can now waste the allowance entirely. That drafting sits inside the family system, not outside it.

Good practice, and the long view it requires

Founders should start far earlier than feels necessary. The interval between identifying a likely successor and needing one is usually a decade or more, and preparation has to run for most of it. Governance documents drafted in the year before a founder steps back are drafted under duress, by people already anxious, about a transition already happening.

Build roles around observed aptitude rather than birth order. Where a younger family member’s skill set has been identified early, the sensible move is to shape a position that uses it, rather than asking that person to fit whatever vacancy the organisation chart happens to offer. Firms with the capacity to do so should consider diversifying into adjacent areas that complement the talent of key family members. A business offering only one shape of job will lose everyone who is a different shape, and with them the succession of values. Started early, this fortifies continuity against the loss of crucial family talent.

Articulate the values before asking anyone to inherit them. Heritage and legacy are the raw material, and most families have plenty of both while few have put either into words. The work is to trace what the founding generation actually believed and what it refused to do, then state it plainly enough to be discussed, challenged and adopted. Younger family members cannot become emotionally and morally invested in something that exists only as anecdote.

Use strategic philanthropy as the practice ground. Strategic philanthropy is not a tax planning tool and it is not unguided charitable giving. It requires management, oversight and a direct connection to the family’s stated outcomes. Used properly it becomes a neutral forum in which family members across generations can negotiate, disagree, allocate resources and reach a decision together, with real money and real consequences, but without the company at risk. It is rehearsal for the boardroom.

It also crosses all three circles at once. The Family Assembly can lead it, the business can fund and brand it, and owners can see a reputational return. It may be the only activity in which sectors 1 to 7 act as a single body without anyone conceding legal power. Hughes (2004) makes the wider point that sustaining wealth across generations depends on nurturing a family’s human and intellectual capital, the forerunners of the social capital heirs must build in their own right. Williams and Preisser (2003), studying more than 3,000 families through a wealth transition, found that most failures traced to breakdowns in trust and communication rather than to defective planning or investment.

The discovery questions are unglamorous and personal. What values matter to this family, and why those. What kind of world should the next generation grow up in. How does the family respond when it sees those values challenged. How important is it that heirs hold them too. The answers give a family constitution something to constitute.

This is not theoretical positioning. ADL runs a next-generation formation programme, The Custodians Programme, in which participants from the age of twelve research, decide and defend the deployment of real family resources, and are advanced through earned milestones rather than birthdays.

The adviser’s own competence

Advising well here means sitting in rooms containing sectors 1 through 7 at once, often at the moment an unspoken grievance finally surfaces. Technical excellence is not sufficient equipment for that room. An adviser who is procedurally helpless in a live conflict is a liability at precisely the point they are most needed.

Formal training in alternative dispute resolution, through a credible provider such as CEDR or a course leading to accreditation recognised by the Civil Mediation Council, changes what an adviser can do. The point is not to mediate on one’s own file, where independence is compromised. It is to recognise when a disagreement has stopped being a planning question, to hold a room steady rather than escalate it, and to know when an independent mediator is needed and how to brief one. Families deserve advisers who are competent in the medium the work actually happens in, which is conversation under pressure.

Sequence matters

The instinct is to begin with documents, because documents are what advisers are paid to produce. The better sequence inverts it. Build the genogram, present the Three-Circle model and let people place themselves in it. Interview the key figures individually, mapping anxiety, conflict and opportunity by sector rather than by personality. Then bring the group together with real and hypothetical case studies, an honest reading of what is functional and dysfunctional, and mediation where the tension warrants it.

Only then the family constitution, the shareholders’ agreement and the board charter.

A constitution that codifies the legal hierarchy while ignoring the natural one is an expensive record of a conversation that never happened. Map the system first. The drafting is the easy part.

Mohammad Uz-Zaman, Chartered ALFBF, TEP, is founder of ADL The Group.

ADL runs a seminar on this subject for advisers and family principals, covering succession, governance and strategic philanthropy in working detail. If the three-circle mapping or the giving programme is the part you would want to see done properly, the interest list is at theadlgroup.co.uk/events

References

Araya-Castillo, L., Hernández-Perlines, F. and Morales-Alonso, G. (2023) ‘Socioemotional wealth: a systematic literature review from a family business perspective’, European Research on Management and Business Economics, 29(1), 100213. doi: 10.1016/j.iedeen.2023.100213.

Baron, J. and Lachenauer, R. (2021) Harvard Business Review Family Business Handbook: How to Build and Sustain a Successful, Enduring Enterprise. Boston, MA: Harvard Business Review Press.

Berrone, P., Cruz, C. and Gómez-Mejía, L.R. (2012) ‘Socioemotional wealth in family firms: theoretical dimensions, assessment approaches, and agenda for future research’, Family Business Review, 25(3), pp. 258 to 279. doi: 10.1177/0894486511435355.

Centre for Economics and Business Research and Family Business Research Foundation (2025) The State of the Nation: The UK Family Business Sector in 2023. London: Family Business Research Foundation. Available at: https://www.fbrf.org.uk/reports/state-of-the-nation-23 (Accessed: 6 September 2026).

Department for Business and Trade (2025) Business Population Estimates for the UK and Regions 2025: Statistical Release. London: DBT. Available at: https://www.gov.uk/government/statistics/business-population-estimates-2025/business-population-estimates-for-the-uk-and-regions-2025-statistical-release (Accessed: 6 September 2026).

Gómez-Mejía, L.R., Haynes, K.T., Núñez-Nickel, M., Jacobson, K.J.L. and Moyano-Fuentes, J. (2007) ‘Socioemotional wealth and business risks in family-controlled firms: evidence from Spanish olive oil mills’, Administrative Science Quarterly, 52(1), pp. 106 to 137. doi: 10.2189/asqu.52.1.106.

HM Revenue and Customs (2026) Changes to Agricultural Property Relief and Business Property Relief. Policy paper, first published 26 November 2025, last updated 3 March 2026. London: HMRC. Available at: https://www.gov.uk/government/publications/changes-to-agricultural-property-relief-and-business-property-relief (Accessed: 6 September 2026).

HM Treasury (2026) What Are the Changes to Agricultural Property Relief? London: HM Treasury. Available at: https://www.gov.uk/government/news/what-are-the-changes-to-agricultural-property-relief (Accessed: 6 September 2026).

Hughes, J.E. (2004) Family Wealth: Keeping It in the Family. Rev. edn. Princeton, NJ: Bloomberg Press.

McCracken, K. (2020) Family Business Advising. 3rd edn. Birmingham: CLT International.

Miller, D. and Le Breton-Miller, I. (2014) ‘Deconstructing socioemotional wealth’, Entrepreneurship Theory and Practice, 38(4), pp. 713 to 720. doi: 10.1111/etap.12111.

Seely, A. (2026) Changes to Agricultural and Business Property Reliefs for Inheritance Tax. Research Briefing CBP-10181. London: House of Commons Library. Available at: https://commonslibrary.parliament.uk/research-briefings/cbp-10181/ (Accessed: 6 September 2026).

Tagiuri, R. and Davis, J.A. (1996) ‘Bivalent attributes of the family firm’, Family Business Review, 9(2), pp. 199 to 208. doi: 10.1111/j.1741-6248.1996.00199.x.

Ward, J.L. (1987) Keeping the Family Business Healthy: How to Plan for Continuing Growth, Profitability, and Family Leadership. San Francisco: Jossey-Bass.

Williams, R.O. and Preisser, V.M. (2003) Preparing Heirs: Five Steps to a Successful Transition of Family Wealth and Values. Bandon, OR: Robert D. Reed Publishers.