Article inspired by the conversation between Silvia Pedrosa, Head of IBGC Families, and Maurício Ribeiro Maciel, Partner at Marins Bertoldi Advogados, Partner at MB Family Advisors, and Coordinator of the IBGC Paraná Chapter, featured on the IBGC Conecta podcast.
Family businesses share a characteristic that, while representing one of their greatest strengths, can also become a significant source of vulnerability: the overlap between family relationships, ownership, and decision-making power.
Family relationships are often built on trust, shared history, and emotional bonds. Business management, however, requires clear rules, objective criteria, and structured processes capable of guiding decisions, even in the face of disagreement.
These topics were at the heart of the conversation between Silvia Pedrosa and Maurício Ribeiro Maciel on an episode of the IBGC Conecta podcast, where they discussed the role of the shareholders’ agreement as an essential governance tool for family-owned businesses.
The key takeaway is simple, yet often overlooked: a shareholders’ agreement should not be viewed merely as a legal document. Above all, it is a process of building alignment among people who share not only a business, but also a family legacy.
More Than a Legal Document
Many entrepreneurs associate a shareholders’ agreement solely with the formalization of rights and obligations.
From this perspective, it is a legal instrument designed to establish corporate governance rules, provide mechanisms for resolving disputes, and regulate future situations.
Although these functions are essential, they represent only part of its true purpose.
In practice, a well-designed shareholders’ agreement creates a structured environment for meaningful dialogue.
It is during its development that shareholders discuss issues that often remain unspoken for years. Matters involving decision-making authority, individual expectations, succession planning, business growth, and family relationships cease to be assumptions and become the subject of transparent conversations.
More than defining rules, the agreement creates mutual understanding.
This preventive approach reduces ambiguity, strengthens alignment, and increases predictability in shareholder relationships.
The Greatest Risk Lies in Silent Conflicts
One of the most relevant reflections shared by Maurício Ribeiro Maciel concerns what he describes as “silent conflicts.”
Many family businesses experience no open disputes. That does not, however, mean there are no disagreements.
Quite the opposite.
Differences regarding investment strategies, profit distribution, management participation, or the role of family members often remain hidden for years. These subjects are avoided because they involve emotions, personal relationships, and the fear of creating discomfort.
The problem is that ignored conflicts do not disappear.
They simply mature quietly until they are triggered by a significant event, such as succession, a strategic disagreement, the arrival of a new generation, or even the passing of a founder.
When that happens, the absence of previously agreed-upon rules makes it far more difficult to reach constructive solutions.
The Conversations Almost Every Family Avoids
Based on his experience advising business families, Maurício identifies several topics that consistently represent the greatest challenges during the drafting of a shareholders’ agreement.
Among them, three stand out.
Related-Party Transactions
It is common for family businesses to engage in commercial relationships with companies owned by other family members.
It may be a nephew’s marketing agency, a sister-in-law’s travel company, or another business owned by a relative.
Although these relationships may be entirely legitimate, the absence of objective criteria can raise concerns about conflicts of interest, favoritism, or lack of transparency.
A shareholders’ agreement allows the family to establish clear rules governing these situations, protecting both the company and its shareholders.
Family Members in Management
Another sensitive issue concerns the participation of family members in the business.
Who is eligible to work in the company?
Should academic qualifications be required?
Is previous professional experience necessary?
Will performance evaluations be conducted?
Should family members and external professionals be subject to the same standards?
Addressing these questions before new generations join the company significantly reduces future conflicts while reinforcing merit-based management.
Dividend Distribution
Perhaps one of the most sensitive issues is the company’s dividend policy.
Some shareholders believe profits should primarily be reinvested to support long-term growth.
Others wish to enjoy the wealth that has been created over time.
Neither perspective is inherently right or wrong.
Both are legitimate.
The challenge of governance is to establish mechanisms capable of balancing these different interests without compromising family relationships.
Culture Cannot Be Legislated, But It Must Be Reflected in the Agreement
One frequently overlooked aspect is that effective shareholders’ agreements are not built solely on corporate law.
They must reflect the identity of the business family itself.
Every family has its own history, values, decision-making style, and vision for the future.
When the agreement emerges from this collective reflection, it becomes much more than a legal document—it becomes a shared commitment.
For this reason, the active involvement of shareholders throughout its development is just as important as the legal quality of the document itself.
The greater the participation during its creation, the greater the likelihood that its provisions will be respected over time.
Governance Requires Continuous Commitment
Another important point raised during the conversation is that governance does not end when the agreement is signed.
A shareholders’ agreement should be reviewed and updated whenever significant changes occur within the business or the family.
New generations become shareholders.
Businesses evolve.
Strategies change.
Family dynamics shift over time.
Without ongoing review and follow-up, even an excellent agreement may gradually lose its effectiveness.
Governance is a continuous practice—not a one-time project.
The Cost of Waiting
During the podcast, Maurício shared a striking real-life example.
After beginning the process of drafting a shareholders’ agreement, part of the family decided to suspend the project.
Several years later, following the founder’s passing, the family became involved in a shareholder dispute that could have been significantly reduced—or perhaps even avoided—had those conversations been completed at the appropriate time.
This story reinforces a common reality among professionals who advise family businesses: many families seek support only after conflict has already emerged.
Yet governance delivers its greatest value precisely when implemented during periods of stability.
As Silvia Pedrosa summarized during the conversation, family governance should not be viewed as medicine to treat a crisis, but rather as a vitamin that strengthens the business before problems arise.
The Best Time Is Now
No family business is immune to disagreement.
Conflict is a natural part of any organization made up of people with different experiences, expectations, and objectives.
The difference between long-lasting business families and those that experience disruptive disputes often lies not in the existence of conflict, but in how well they prepare to manage it.
A shareholders’ agreement is one of the most valuable tools in that preparation.
More than establishing rights and obligations, it creates space for dialogue, aligns expectations, and strengthens trust among shareholders.
For this reason, the best time to begin building a shareholders’ agreement is not when problems emerge.
It is when the company is experiencing stability, growth, and harmony.
Only in such an environment can difficult conversations take place constructively, preserving what every business family seeks to protect: the continuity of the business, the unity of the family, and the legacy built across generations.
