Vega Food Company
Executive Brief
The Vega Food Company was a Spanish meat-processing business that produced hams, sausages, and other delicacies for domestic and export markets. The $100 million company, owned and managed by the Valle family, had a Randall reputation for quality products in the marketplace. Francisco Jr., 45, had worked with his father Francisco Valle since 1976 and became president in March 1994, when his 72-year-old father was killed in an automobile accident.
Francisco Valle, Jr., held the first family council meeting in the family's history in February 1997. While he liked the concept of a family council as a forum for family issues, he was most concerned that the problems he was having with his youngest sister, Mari, and possibly his other sisters, needed to be addressed.
The ownership structure of Vega Foods included two classes of stock, responding to Francisco's concern with the possible loss of control of the enterprise in his absence. Francisco Jr. and Isabel, Francisco Valle Sr.'s surviving spouse, each held 50% of the voting shares and therefore controlled the corporation. Nonvoting dividend-paying shares were held by each of Francisco's five sisters (15% each), Isabel (5%), and Francisco (20%). Isabel was also a very positive influence in the family's culture. Her daughters described Isabel as the glue that kept the family together. Francisco considered her a wise adviser and a positive influence with his sisters. Except for brief stints, none of the Valle daughters had worked in the business prior to their father's death. But in 1994, Teresa, encouraged by Francisco to return from Latin America to assist in running the company, joined the top management team.
Mari, the youngest, was concerned about her future and the financial security of her own young family in the absence of her father, whom she trusted completely. As for Francisco, well, she was not so sure. Neither were her sisters, some of whom no longer lived in Spain, knew little about the business, but considered Francisco an ambitious man with extravagant tastes. Francisco succeeded his father also in a Senate seat he had run for and been elected to before his death. As a result, Francisco was spending three to four days a week on political/governmental issues. This left little time for running and overseeing Vega Foods.
Relations between family members were warm. Siblings did admit to being deficient in their communication abilities. They all tended to be rather closed and private, led very different lives in sometimes different countries, and as adults had had few shared experiences. The fact that Francisco was the only one who worked in the company for many years and that several of his sisters were now divorced seemed to create a large gulf around the economic value of the business to individual members of the next generation. The perception of opportunity and the reality of â??what they took homeâ? as a result of the business differed greatly. Dividend distributions had been small in the last few years. And during Francisco Sr.'s tenure as founder/CEO, distributions were more a function of need and family generosity than a result of an established dividend or earnings distribution policy. Mari, the youngest daughter, who grew up with the most evidence of wealth around her, seemed particularly favored in those days.
The first family council meeting followed a daylong shareholder meeting where Francisco and the company's accountant presented and explained financial information and the state of the business. While sales continued to increase, profits had plummeted in the last couple of years and dividend distributions had been cut. The financial information was not particularly well presented or understood. The information did not necessarily respond to the questions that individual shareholders had, and only two of the six siblings had any business experience. Shareholders were not pleased. An external family business advisor facilitated the family council meeting. It started with a call for greater transparency of the ownership structure, the estate plan, and the financial fortunes of the company going forward. The following family council meeting was held in September 1997, and the bulk of the meeting focused on reviewing progress in the action plan drafted in the previous meeting. Little progress had been made on the business valuation, ownership structure, and liquidity concerns of shareholders.
The next family council meeting was scheduled for May 1998. A day before the meeting, Mari fell ill and checked herself into a hospital. She sent her two attorneys to represent her in the family council meeting. The meeting was cancelled, after a brief conversation with the attorneys. Francisco was hurt and angry. Over the next several months, negotiations were carried on with Maria's attorneys and a final buy-out of Maria’s shares by Francisco was executed.
After an 18-month hiatus, family council meetings began again. By this time, there was much more financial transparency. Francisco had not run for another Senate term and was dedicated to the company full-time. He had replaced several members of the top management team he had inherited from his father with top-notch professionals and had embarked on a growth strategy for the business. Revenues and net profits improved, dividends increased significantly, and shareholder loyalty seemed re-established.
1. What are the key facts of this case? List the factors that, in your opinion, led Mari to sell her shares.
2. Would you have called a family council meeting when Francisco Jr. did? Why, or why not?
3. What major issues should Francisco and the rest of the Valle family continue to address in order to ensure the survival of the business? Select one to three issues, and support your selection with the facts of the case.