In Barcelona, two brothers owned a pharmaceutical company fifty-fifty. Jorge and Antonio Gallardo had built Almirall into a business with thousands of employees, and they worked together the way...
In Barcelona, two brothers owned a pharmaceutical company fifty-fifty. Jorge and Antonio Gallardo had built Almirall into a business with thousands of employees, and they worked together the way long-partnered siblings learn to: accommodating each other, absorbing friction, deciding things over lunch. Then they asked themselves the question that most fifty-fifty partners avoid until a funeral asks it for them. What happens when one of us is gone? Would decisions freeze? Would a suddenly restructured ownership wreck the succession they both wanted?
They took the question to a family business consultant, and after a landmark acquisition forced them to decide whether to keep managing their growing wealth together, they asked him a harder one: should we even continue as partners, or start separating assets now, cleanly, while we still like each other? The consultant's reply was the pivot of the whole story. Do not answer it yourselves, he said. Ask your children.
The six third-generation cousins, who had been meeting for years in a mentor committee, came back with what the family's nonfamily managing director, Julio Cazorla, describes as "a resounding yes" to staying together. What followed was a twelve-to-fifteen-year construction project: a family council, a family constitution drafted in 2007 and approved in 2009, a family office, boards for each business, and a piece of machinery most families have never heard of, which is the subject of this essay. The story is told in Cazorla's interview in Governance in Family Enterprises: Maximising Economic and Emotional Success (2014), by Alexander Koeberle-Schmid, Denise Kenyon-Rouvinez, and Ernesto Poza, a book that is essentially a parts catalog for exactly this kind of build.
The part in question: the Gallardo family does not have one council. It has a family council, and then, separately, ownership councils. And the separation is not bureaucratic vanity. It is the fix for a failure pattern that will feel familiar to any family that has ever tried to hold a family meeting about a family business.
Here is the pattern. A family starts a council with the best intentions: a regular gathering to keep everyone connected and make decisions about the business they share. For a while it works. Then the two jobs the meeting is secretly carrying start to grind against each other.
Half the room came to be family. They want to talk about the grandmother's health, the reunion, the nephew's graduation, the tension between two branches that everyone feels and no one names. The other half came to be owners. They want the numbers, the dividend question, the decision about the second branch or the loan. Whichever agenda wins, the losers feel cheated. Talk business and the family-hearted members feel the family has become a shareholders' register with a prayer at the start. Talk family and the business-minded members feel trapped in sentiment while real decisions rot. Worse, decisions made in that blurred room inherit its blur: was that dividend agreed by the owners, or was it Mama's wish that nobody could oppose in front of her? Resentment compounds quietly, attendance thins, and the family concludes that councils do not work.
The book's authors would say the family diagnosed the wrong failure. The council did not fail. It was asked to be two councils at once. Their definition is crisp: the family council "is to the family what the board of directors is to the business," a safe harbor for communication, conflict resolution, and raising the next generation of responsible owners. Deciding how the family's votes will be cast, what the dividend should be, whether to sell or borrow: that is different work, owner work, and it deserves its own room.
Watch how Grupo Landon pulled the jobs apart, because each piece answers a specific failure.
First, the ownership councils. Spanish corporate law, like the law in many countries, gives shareholders the right to appoint their proportional share of directors. In a multibranch family, that right is a slow bomb: each branch installs its own loyalists, and the board becomes a parliament of factions. So the Gallardo family created an ownership council for each enterprise in the group, through which the branches pool their votes and speak as one owner. In Cazorla's words, the councils were created "in the interests of keeping the partnership working," with individuals renouncing their right to separate representation in order to keep the family's capital and management resources pooled. He calls the ownership councils "the conscience" of the family's principle of patient, long-term capital. Big decisions there require a two-thirds supermajority, agreed in the constitution, so no faction can steamroll another and no single cousin can block everything.
Second, the family council kept its own house but learned to change hats honestly. The practice, which the book recommends as standard, is to split each family council meeting in two. The first half is family only: family subjects, and the slow work of building consensus. The second half convenes as an executive committee to do decision work with the consensus already formed. Eight years into the build, the family invited three independent outsiders, an insurance company chairman, a business school dean, and Cazorla himself, into that second half. And here the structure quietly matured into something else. "While in executive session," Cazorla says, "the family council has evolved into the family board of the overall holding company."
Notice what the whole design achieves. Family feeling has a protected room where no balance sheet can interrupt it. Owner decisions have a disciplined room where sentiment cannot veto arithmetic. And the two rooms share members, so neither drifts away from the other. The wall between them is not a wall against love. It is a wall against confusion about which voice, family member or owner, is speaking at any given moment.
The book opens with a formula that explains why so many families do everything else right and still end up in chaos. Effective governance, the authors argue, is the product of three factors: transparency, governance structures, and written principles and policies. The formula is multiplicative, not additive, and they spell out the consequence: "if any of the individual building blocks or independent variables is absent, or largely absent, effective governance will tend towards zero."
Multiplication is the unforgiving part. In an additive world, a family with wonderful meetings and no written rules would score two out of three. In the multiplicative world the authors describe, transparency times structures times zero equals zero. A family council that meets faithfully but shares no real numbers is warm theater. Beautiful written rules with no body to enforce them are literature. This is the diagnostic to run on your own family: not "do we have governance?" but "which factor is nearest zero?" Because that factor, not the ones you are proud of, sets the value of the whole product.
The book also maps how the machinery should grow, in four stages. In stage one, a single entrepreneurial business, the founder knows everything and formal systems would be costume jewelry. In stage two, management professionalizes: the first family council appears, often ahead of a succession, along with a first employment policy to keep nepotism in check. In stage three, the family's wealth outside the business gets professional attention, boards gain independent outsiders, and education of heirs becomes council work. By stage four, the family office is the family business, with multiple boards, assemblies, and ownership councils meeting as needed. The lesson for a smaller family is calming: you do not need everything now. You need the tool your stage calls for, and a rough idea of which tool comes next.
Here the book stops and we continue, saying so openly. Grupo Landon is a family office with a publicly traded company underneath it, and nothing in the book addresses the first-generation, informal businesses most of our readers run. But we have watched this exact confusion, family meeting versus owners' meeting, wreck families that own one shop, one plot, or one matatu, so the translation is worth doing carefully.
Suppose five siblings own a plot with rental rooms. Three also contribute to a family pot for school fees; one lives abroad and sends money; their mother lives on the plot. The Landon design, shrunk to this size, looks like this. The family meeting is everyone, including Mama, including the in-laws if that is your family's way: births, fees, the reunion, the quiet checking on every branch. The owners' meeting is only the five names on the title, even if it happens as a voice call or a WhatsApp thread: rent arrears, the repair budget, whether to build two more rooms, what each owner draws this year. Different guest list, different agenda, different record. Minutes for the owners' meeting can be five sentences in a shared note, but they exist, and they say who voted for what. Agree your own supermajority rule: perhaps any decision above a set amount needs four of five. That WhatsApp vote among siblings is, functionally, an ownership council. The name is grander than the practice needs to be.
The order of construction matters as much as the parts, and the Gallardo build took over a decade for a reason. They did not start with structures. They started with the third generation meeting for years, just learning to trust each other, before any constitution was drafted. Structure poured onto cold relationships cracks like concrete poured in the rain. If your siblings barely speak, the first move is not a council of any kind. It is tea.
And keep the two rooms honest once you have them. The moment land or money sneaks onto the family meeting's agenda "since everyone is already here," you have rebuilt the blurred room this essay exists to warn you about. The discipline sounds fussy and is in fact a kindness: it means your mother never has to watch her children vote against each other, and the owners never have to dress a financial argument as a family feeling.
The Family Council module in LegacyPot handles the mechanics of both rooms in one place: set two meeting types with two member lists and two agendas, and keep each room's decisions on its own record, so nobody has to remember which hat a decision was wearing.
This month, split one meeting into two. Write two lists at the top of a page: everyone in the family circle, and only the names with ownership in the shared thing, whatever it is. Schedule the family gathering as itself, with no money on the agenda beyond the joyful kind. Then call the owners, even if the call is a group chat, and put three items in front of them: the current numbers, one pending decision, and the voting rule you will all accept for decisions bigger than a threshold you set together. Record the outcome in writing where every owner can see it.
Two brothers in Barcelona asked their children whether the family should stay together, and then spent fifteen patient years building the rooms in which staying together could actually be decided, season after season, without confusion about who was speaking: the family, or the owners. The rooms are what made the yes durable. Build yours small, build them now, and let them grow with the stage you are in.