plenary: transeo academic awards contest - transeo ......& transeo academic chairman denise...
TRANSCRIPT
Plenary: Transeo Academic Awards contest
Lex van Teeffelen, Professor of Finance and Firm Acquisitions HU Business School & Transeo Academic Chairman
Denise Fletcher, Professor of Entrepreneurship & Innovation, University of Luxembourg, Luxembourg ‘This business is not for sale’: insights into the transfer intentions of family firms in the Greater Region Jeroen Neckebrouck, Doctoral Researcher, Vlerick Business School, Belgium Enduring ownership in Private Firms - Insights from External Equity Investments in Family Firms Pierre Graton, Researcher, Université du Québec Trois-Rivières, Québec, Canada External business transfer (MBI) – Exploratory study of the negotiation process Edwin Weesie, Senior Researcher, HU Business School Utrecht, The Netherlands Psychological barriers in business transfers – How to cope with the transfer of SME ownership
Denise Fletcher, Professor of Entrepreneurship &
Innovation, University of Luxembourg, Luxembourg
‘This business is not for sale’: insights into the transfer intentions of family firms in the Greater Region
Denise Fletcher, Matthias Brauer,
Christina Constantinidis, Rocky Adiguna University of Luxembourg
Project Aims and Research Design
Interviews: 58 with
family owners or managers (Luxembourg
only)
81% are private firms
Survey: In progress
RESPONDENTS
Categorising the significant decisions made in last 1-3 five years
80% of respondents indicate that their priorities are growth, expansion or development projects (i.e. longevity not divesting)
Note: This responses is based on a 7-scale response from 1 (to no
extent) to 7 (to a very large extent). For each category, the percentage
shown below is an aggregate of scale 5, 6, and 7.
Note: This responses is based on a 7-scale response from 1 (to no extent) to 7 (to a very large extent). For each
category, the percentage shown below is an aggregate of scale 5, 6, and 7.
Total 87%
Total 58%
Next steps: Autumn 2018: Four
practitioner reports (PwC)
1. Latest figures on performance, growth and
strategic decisions of family businesses.
Trends in family business culture, legacy
and tradition.
2. Family firms corporate goals: coping with
crises and critical events.
3. Complexity of family business transfer(s).
Thank you very much
For your attention
Equity owned by family members
• 93% of respondents - own more than 50%
• 6% of respondents - own 25.1 – 50%
• 1% respondents - own between 15-25%
Jeroen Neckebrouck, Doctoral Researcher, Vlerick Business School, Belgium
Enduring ownership in Private Firms - Insights from
External Equity Investments in Family Firms
Cardoen
95 m EUR revenue (2015) 160 m EUR revenue (Mar 2018)
Seller’s market for family firms
seeking direct investments?
Cede family
ownership
Keep family
ownership
4 “pure” governance configurations
Gradual exit Spruce-up the firm
Replacement capital Strategic investment (or
turnaround)
Investor
Family
Capital
t t1
t2
Investor
Family
Capital
t t1
t2
Investor
Family
t
Capital
t1
t2
Investor
Family
t
Capital
t1
t2
Liquidity for the family Liquidity for the firm
4 “pure” governance configurations
Family perspective
Wealth concentration
remaining family
Investment time horizon
Non-economic family goals
Firm perspective
Focus on efficiency
Focus on growth
Use of debt
Relational governance
Investor type
Gradual
exit
(Q1)
Spruce-up
the firm
(Q2)
Replacement
capital
(Q3)
Strategic
investment
(Q4a)
Turnaround
(Q4b)
Constant or decrease
Medium term
○
● ○ ◑ ○
Indep. PE Bank-aff. PE
Constant odecre
Medium term
○
◑ ● ○ ○
Indep. PE, Evergreen PE
Constant or increase
Long term
●
○ ○ ● ◑
Mezzanine, Government PE,
Family offices
Constant Constant or increase
Long term Medium term
◑ ○
○ ● ● ○ ○ ○ ● ○
Evergreen PE, Government
PE, Family offices
Turnaround PE
Practical contributions
Family firms
Better understanding of diversity of private equity and alternative equity investors, such as family offices
Increased understanding of optimal governance system
Complexity and heterogeneity of family businesses
Minority investments (and buyouts) in private firms
Regulation of private equity industry
Governance regulations in private firms, eg limitations of shareholder agreements
External investors
Policy makers
Pierre Gratton, Researcher, Université du Québec Trois-
Rivières, Québec, Canada
External business transfer (MBI) – Exploratory study of the negotiation process
• Socio-emotional value
• Private benefits
• Type of governance
• Intangible assets
• Due diligence
• HR management
• Socialisation
• Stakeholder relations
• Skill/knowledge transfer
• Network transfer
• Seller exit planning
• Strategic vision
• Professional coaching
• Creativity and innovation
External transfer : what do we know ?
© Pierre Gratton (2018)
• Distributive versus integrative negotiation
• Interdependence of negotiators
• Biases and social determinants
• Information asymmetry
• Negotiators’ options
• Balance of power
• BATNA
• Best possible deal
• One versus many conflicts
• Intra organizational negotiation
• Attitudinal structuring – Motivational orientation towards other
– Legitimacy of other
– Level of trust
– Degree of friendliness
Negotiation : what do we know ?
© Pierre
Gratton (2018)
Gender
Ethnicity
Culture
Social status
Expertise
Cognition
Self image
Motivation
Attitude
Personal predisposition
Social context
Interdependence
Degree of proximity
Balance of power
Possibility of a long term relation
Cooperative tendencies
Individual differences
Age
Personality traits
Attitudinal structuring
Negotiating behaviour
Mutual gain
Personal gain
Prospecting Initial contact
Preparation Negotiation
agenda
Exploration Adjustment and
concession Construction and
finalisation
Management of the agreement
Social negotiation Business negotiation
Both type
© Pierre Gratton (2018)
Prenegotiation phase Negotiation phase Post negotiation phase
Fir
st d
oo
r
Sec
ond
do
or
Thir
d d
oo
r
Fo
urt
h d
oo
r
Probing Approaching Analysing Exploring Formulating Finalising Transiting Executing
Fin
ancin
g
Due
dil
igence
Letter of interest Indication of interest Letter of intent Agreement protocol Contract
Probing Approaching Analysing Exploring Formulating Finalising Transiting Executing
Trigger effect Liaison
Information
sharing
Attitudinal
structuring Normative clauses
Legalising the
agreement
Management
transition
Agreement
management
Preparation
Social capital
analysis
Analysis and
planning Resistance point
Concessions and
convergence Signature Network transfer
Strategic
regeneration
Firm valuation Audition Fair value
Fundamental
objectives Property transfer
Bereavement
management
Detection /
networking Selection
Stock/assets
purchase
Exploring
alternatives
© Pierre Gratton (2018)
© Pierre
Gratton (2018)
The Doors The Keys
First door
Social capital
Private benefits
Type of governance
Interest for the industry, the products and services
Attitudinal structuring
Second door
Information symmetry
Positive agreement zone
Attitudinal structuring
Third door
Resistance points
Proper post negotiation cognitive frame
Active exploration of diversified agreement scenarios
Attitudinal structuring
Fourth door
Financial arrangement
Due diligence
Cooperative agreement formulation
Attitudinal structuring
Edwin Weesie, Senior Researcher, HU Business School Utrecht, The Netherlands
Psychological barriers in business transfers – How to
cope with the transfer of SME ownership
60 % of deals delay/cancel due to passive coping with psychological barriers Unrealistic pricing / value of the firm Letting go of firm engagement Willingness to give rebates Choosing between children
Actual market prices & Emotional pricing
1. Acknowledgement and Awareness Psychological Barriers Share knowledge and impact of active & passive coping strategies huge impact on deals
2. Stimulate the use of vouchers (as per Belgian example) Inability/ unwillingness to pay for services by micro company owners 3. Offer low threshold courses via Branche organizations / Chambers of Commerce For example via evening course 2 hrs. max. on the essentials 4. Provide training for accountants/ lawyers Use of available tools to measure and guide sellers as well as buyers first point of contact 5. Connect young potential takeover entrepreneurs and seasoned entrepreneurs Via summers schools/ minor programs/ graduation assignments of universities
Recommendations for Policy makers, Dealmakers & Entrepreneurs
Transeo Academic Awards Contest: Vote for the best one!
Plenary: Succesful transfers of SMEs in Europe: taking up the challenge!
Miriam Koreen, Deputy Director and Head of the
SME Division of the OECD Centre for Entrepreneurship, SMEs, Regions and Cities
Business transfer is affected by many elements of the SME ecosystem…
41
Source: OECD SME and Entrepreneurship Outlook, forthcoming.
Business transfer of SMEs has been gaining increasing attention by governments
Demographic trends and ageing of entrepreneurs
Urbanisation, changing nature of work and other megatrends
Personal, social, business and industry-related factors drive the transfer decision and process
The volume of business transfers is expected to increase in the coming years
Opportunity
Business transfer can allow SMEs and entrepreneurs to rethink their business model, innovate and seize new opportunities
Risk
Problematic business transfer can lead to economically sound SMEs exiting the market
42
SMEs face a number of challenges for successful transfer, which can be fostered by policy
CHALLENGES
Lack of awareness among entrepreneurs of early succession planning as well as of take-over opportunities
Administrative burdens and regulatory complexities Tax implications of sales of SMEs Lack of appropriate financing opportunity to smooth the transition Scarce evidence base on business transfer trends
POLICIES
In many OECD countries:
National awareness campaigns Gift and inheritance tax preferences Special financial facilities Measures to develop transparent markets for business transfers
43
• Many countries have recognised the importance of business transfers for SMEs and taken action to improve the conditions for business transfer
• At the OECD Ministerial Conference on SMEs, Ministers called on the OECD to improve evidence about SME business transfer forms and trends
• OECD is developing a dedicated work stream on this issue, seeking to
– Improve knowledge about SME business transfer forms and trends
• Better data
• Typology of existing business transfer forms
• Overview of different types of financial needs and administrative obligations
– Identify key challenges for SMEs in the business transfer process
• For planning and implementing the transfer process
• For potential entrepreneurs to take up an established business
– Analyse policy approaches to ease SME business transfer and identify good practices
– Facilitate peer learning and knowledge exchange among relevant stakeholders
The way forward: Better evidence is needed to strengthen business transfer support policies
44
Lucyna Kaminska, Policy Officer, DG Grow, EU Commission
Jean-Pierre Di Bartolomeo, Transeo Chairman
Transeo – Closing plenary session
Transeo set up in Wallonia in
2010…
• Video message from Mr Pierre-Yves Jeholet, Vice-President of the Walloon
Government and Minister for Economy
Transeo – Closing plenary session
Challenges & solutions in Europe In priority:
Challenges Solutions
Lack of statistics European Business Transfer
Barometer
No national action plans for business
transfer in all Member States
No EU coordination
EU expert group led by Transeo
with government agencies
Operational follow-up of exchange
of good practices to draft national
action plans
Transfer of knowledge
Transeo – Closing plenary session
Challenges & solutions in Europe
Challenges Solutions
Untapped potential of cross-border
acquisitions of EU SMEs
Awareness-raising + marketplaces
(EU4BT) in Member States +
Transeo Marketplace
Achieving top of mind awareness of
“business transfer”
EU-wide awareness-raising
campaigns, national roadshows, EU
Business Transfer Week, …
Business transfer professionals = not
a regulated profession
Coordinate at EU level the creation of
certification committees in Member
States for business transfer
professionals
Lack of quality marketplaces in
Europe
Certification of business transfer
matching platforms in Europe :
EU4BT
Transeo – Closing plenary session
Special thanks to the Transeo
Summit co-organizers !
Tom Baumert, CEO House of Entrepreneurship Luxembourg
Networking Lunch
Evaluation form
Practical information Sightseeing activities
Thank you very much
for your attention
FOLLOW US ON
• @Transeo_asso
• #smetransfersummit
• linkedin.com/groups/5180184
• linkedin.com/company/transeo-european-sme-transfer-summit/