Make Family Ownership Structures Outlast the Next Generation

When a family is deciding how the business will be held across generations, the ownership structure is the decision that has to survive a leadership change, a downturn, and outsiders on the board. dormakaba said on 1 September 2026 that it would put ownership-structure simplification measures to shareholders at the 20 October 2026 annual general meeting.

The 10-year ownership durability test asks whether that structure can be explained to heirs, employees, lenders, and outsiders without sounding like a dynastic claim. The test looks at the structure after a decade, not after the next earnings call. It has four parts: consolidate the family stake at the top, cap voting rights for a dated period, install an independent chair with the casting vote, and limit family board nominations.

Consolidation comes before the lock

The first move is to put the family's economic interest in a holding layer. The layer should be clean enough that the family's stake can be seen, valued, and transferred without untangling subsidiaries. The dormakaba case starts with a split: before the proposed consolidation, the Mankel family held 47.5% of the operating business through a German intermediate holding company, while dormakaba Holding AG held the remaining 52.5%.

dormakaba Holding AG agreed to acquire the Mankel family's 47.5% stake in the operating business for CHF 2.13 billion. The consideration includes 36,161,560 newly issued dormakaba Holding AG shares priced at CHF 58.0989 each and CHF 29.9 million in cash. After completion, the Mankel family's stake is expected to be 40,711,762 dormakaba Holding AG registered shares, or 52.09% of shares and voting rights.

A dated cap makes control credible

The strongest objection is that a voting cap weakens the family. A dated cap can make control more credible: it turns a permanent, unbounded claim into a visible commitment. The family keeps a stake large enough to matter, while the market can see where the limit sits and when it expires.

In the dormakaba arrangement, a relationship agreement signed on 31 August 2026 would limit the Mankel family to no more than 57% of the holding company's equity and voting power for 15 years after completion.

Beutel Goodman's 2025 proxy voting guidelines said it would consider proposals to eliminate a multiple voting share structure and support them when doing so served shareholders' best interests. The same guidelines noted that Glass Lewis advises voting against the Head of the Governance Committee at every company with a multi-class share structure that has unequal voting rights. A Harvard Law corporate governance report dated December 24, 2025 counted 17 activist proxy contests against S&P 500 companies and 57 against Russell 3000 companies by October 31, 2025, the highest counts since 2018. That pressure makes governance credibility a practical part of the ownership plan.

The chair and nomination limit do the quiet work

An independent chair is not decoration. The chair sets the tone for the board, manages information flow, and can break a deadlock when the family's interests and the company's interests pull in different directions. The casting vote matters because it gives the chair a real role in close decisions, not just a ceremonial one.

In the dormakaba arrangement, the relationship agreement would require an independent board chair with the casting vote and limit the Mankel family to nominating no more than 50% of board members. The family keeps a strong nomination right without filling the board, and outsiders have a reason to believe the board can challenge management.

Beutel Goodman's 2025 proxy voting position favored an independent chair because such a director can supervise executives and pursue a shareholder agenda free from the conflicts of a sitting CEO or other executive insider. The same guidelines treated fully independent Audit, Nominating and Compensation Committees as the preferred structure for a company not controlled by a single shareholder. Microsoft's 2025 proxy statement reported that 11 of its 12 board nominees were independent, with Sandra Peterson serving as Lead Independent Director.

The structure has to be explainable

The family should write the structure down in a way that heirs can read without a lawyer's gloss. The explanation needs to name the person who will explain the cap to a new board member. It also needs to set how the family will talk about the independent chair when the chair's judgment differs from the family's preference. The plan must cover the moment the cap expires, because the structure changes when the limit ends.