Governing and handing over.

When everyone decides everything, nobody decides

Owners, board and management do not decide the same things. In a large company the allocation is written, controlled, revised. In a company of a few dozen to a few hundred people it is most often implicit: the founder is shareholder, director and manager, the board meets once a year to approve the accounts, and the decisions that commit the future are taken where they always have been, in the boss's office. That works as long as the boss is there, in good health, and sole owner. It stops working the day a partner comes in, an investor arrives, the next generation steps forward, or the founder starts thinking about what comes next.

The firm treats governance and succession as decisions, not as structures. It does not draft articles of association, does not keep the share register and replaces neither the notary, nor the lawyer, nor the tax adviser. It helps the executive and the owners decide who decides what, turn a board into a body that contributes something, arbitrate between partners before the disagreement becomes costly, and prepare a succession early enough for it to remain a choice.

What makes these decisions hard

They touch what is most personal to the executive: his authority, his place, and what he will leave behind. Governance that works assumes he accepts no longer deciding certain things alone, and a succession assumes he accepts leaving. Neither is decided on a spreadsheet.

They have no natural deadline. An investment has a date, a reorganisation has a trigger; a succession is prepared five years before it becomes necessary, that is, at a moment when nothing forces anyone to deal with it. The outcome is well known: most business successions are settled in a hurry, after a health event, a conflict or an unexpected offer, and in a hurry the options close.

They mix three logics that do not speak the same language: that of the family or the partners, that of the company, and that of the estate. The notary speaks of the third, the legal counsel of the second, and nobody of the first, although it is the first that makes handovers fail.

The situations the firm handles

Structuring or waking up a board. Many boards exist because the law requires them and serve no other purpose. A useful board has a composition that brings what management lacks, an agenda about decisions rather than the mere approval of accounts, and a rhythm that allows anticipation. The firm proposes the composition, the calendar and the decision rules, and supports the first meetings until the board has found its usefulness.

Allocating decisions between owners, board and management. Who decides an investment above what amount, a hire at what level, a distribution, a sale. A written, short and accepted allocation, which the firm drafts with the parties, prevents most governance conflicts before they arise, because it settles the question before a concrete case makes it personal.

Arbitrating between partners. Two partners who no longer agree on direction, on the pace of growth, on remuneration or on the exit of one of them. The firm establishes where the disagreement comes from, what is really at stake for each, and builds the options, of which separation is only one. It works with legal counsel when the shareholders' agreement comes into play.

Welcoming an investor. The arrival of outside capital changes who decides what, even as a minority. The firm helps the executive decide what he gives up and what he keeps, before the negotiation and not during it, and to read what the partner says about himself, what he assumes and what he has an interest in making one believe.

Preparing a succession. To whom, when, in what order, and at what cost to the company. Handover to a child, to a manager, to a third party, or a combination of the three. The firm instructs the decision from the company's point of view, which none of the other advisers does by mandate: what the company needs to continue, who can bring it, and on what conditions the founder can withdraw without it stopping.

Choosing an independent director. The first director who is neither family nor management changes the nature of the board. The firm helps define what is expected of him, the profile, the remuneration, and how to integrate him.

How the firm instructs a governance or succession decision

Framing separates the three logics. The question of the company, the question of the people and the question of the estate are written separately, each with what it commits. Most stalled successions are stalled because these three questions are asked together, and none can be settled without the other two.

Establishing the facts is the most delicate step here, because everyone has an interest in something: the heir who wants to take over, the one who does not but does not want to be short-changed either, the manager who hopes, the bank that has an opinion, the potential buyer who is already negotiating. The firm separates what is known from what is assumed and from what is asserted out of interest, through separate interviews and a reading of the figures, and writes down what remains uncertain.

Building the options proposes two or three for the company, each with its calendar, its milestones, what it makes irreversible and what it demands of the people. The firm says which one it would choose and why.

The decision sets the option, the calendar and the milestones, then how to announce, which matters here more than anywhere else: to the family, to the managers, to key clients, to the banks, in an order that cannot be guessed. A succession is prepared over several months; the firm stays for that duration, with regular reviews, until the handover is done.

The mistakes the firm sees most often

Waiting for the trigger. A succession prepared at sixty leaves options; one imposed by an accident at sixty-eight leaves none.

Confusing the handover of the company with the transfer of the estate. They are two decisions, with two calendars and two advisers; mixing them produces solutions that are fiscally elegant and operationally fatal.

Choosing the successor before deciding what the company needs. The reverse order produces takeovers by a child who did not want it, or by a manager who reproduces the founder without his legitimacy.

Turning the board into a rubber stamp. A board that approves the accounts in June and does not meet in between protects no one; it makes the executive lonelier by giving him the illusion of being accompanied.

Settling a disagreement between partners through the shareholders' agreement. The agreement says what happens when you part; it does not say whether you should. That question is decided before the agreement is opened.

What Swiss law says, and what it does not

The Code of Obligations assigns to the board of a Swiss company limited by shares non-transferable and inalienable duties: overall management, organisation, finances, the appointment and supervision of management, the annual report. These duties exist in every such company, including the one where the founder is sole director and delegates them to himself. The law therefore says who is responsible; it does not say how to decide, at what rhythm, or with whom. On succession, Swiss law governs the transfer of the estate, with its forced heirship rules and cantonal tax rules; it says nothing about the handover of leadership. That space, between what the law imposes and what the notary settles, is the one the firm occupies.

Deliverable and duration

A written and accepted allocation of decisions, a governance calendar and, for a succession, a plan with its milestones and the order of announcements. The duration depends on the situation: a few weeks for a board or an allocation of decisions; several months for a succession, with regular reviews. At a fixed fee set in the written proposal. The first thirty-minute conversation is not charged.

What you can do right now

Write down the last ten important decisions of the company, and next to each, who took it and who should have taken it under the articles. If the two columns are identical, your governance is clear. If they differ, you know where it is implicit. Then answer a single question, in writing: if you could no longer lead from Monday, who would decide, and what? If the answer takes more than three lines, that is the situation a first conversation with the firm serves to open.