Definition of a Corporate Structure to Facilitate the Transition to Managerial Control

Context and Need:
A successful software development company, with an annual turnover of approximately €80 million and founded by a group of 10 engineers, expressed the need to transfer the management and ownership of the business to its managers. The goal was to preserve the company’s identity, values, and culture while developing a model that ensured continuity and growth even after the founders’ ownership was replaced by managerial control, without compromising the vision and foundations upon which the company was built.

Our Role:
We guided the company in exploring and defining evolutionary governance models, focusing on cultural continuity and the transition to managerial control. Our intervention included a series of workshops with key stakeholders to establish governance guidelines by exploring and analyzing various ownership models and legal instruments. We assessed the pros and cons of each option, ultimately proposing a governance model that maintained the company’s core values while ensuring its growth. In particular, we focused on defining the role of the Board of Directors for both the holding company and the operating company, designing the optimal composition of these bodies and establishing selection criteria for future manager-shareholders. Additionally, we developed internal communication methods that linked the company’s Vision, Mission, and values with the governance system, thereby facilitating the smooth transfer of control and responsibilities.

Our Impact:
Our project led to the identification of a Foundation as the most suitable instrument to ensure the long-term durability of the managerial model while preserving the company’s identity and values. The Foundation was deemed the optimal solution to allow managers to acquire control while retaining the founders’ vision and ensuring the perpetuation of the company’s principles, even in a context where direct control by the founders is relinquished.