Yanson Family Constitution – 7

By: Modesto P. Sa-onoy

This column should have been yesterday but for mixed up schedules. Our apologies to those who are following up this Tele-Ceres on the Yanson family feud.

Last week I quoted from the Yanson Family Constitution the primary reason of Ricardo Yanson for conducting a series of estate planning sessions and the crafting of the family constitution. It is clear his “earnest desire” is to leave behind a harmonious family and a group of family businesses that follow the family philosophy of “discipline and integrity”. As it turns out, a few years after his departure, the feud reveals a family in chaos, discipline and integrity under question and possibilities of reconciliation growing dimmer by the day.

It is sad to imagine that when he was alive his family agreed in writing to abide by his will and yet the agreement apparently is for show. As this column has been digressing for weeks, I had asked: can the family members say they had come up to his expectation and will be able to pass on to their next generation an unsullied family harmony? The answer is apparent and needs nothing more to say.

However, Ricardo had apparently feared for this kind of situation, so he included in the family constitution a mechanism to precisely prevent the present state of his family. The constitution provided for a Family Council to guide behavior and performance, inspire the blossoming of individual talents, create new businesses and ensure continuity with a system of succession. Of paramount importance is the function of the council to resolve issues within the family and spare it from public display.

The Family Council is composed of the family only – Ricardo and Olivia and the six children. No in-law is to be a member. The council had a long list of responsibilities and privileges, delineating these responsibilities and privileges to those who are active in the conduct of the businesses and those who prefer to receive only the dividends.

Those who retire are to be cared for by the retirement fund “in order to maintain an acceptable standard of living.” It is as fair as it can go.

The Founders are described as “specifically the active members of the second generation”. This means the six Yanson children. Although Ricardo did not include himself and his wife Olivia, they are the true Founders. However, here he explicitly excluded himself and Olivia. Surely not without a reason. But what was that? We can, however, draw messages from the rest of the constitution by inclusions and exclusions in important matters.

There is a specific provision in the constitution that says, “Family Members in the Board of Directors may remain in the Board until the Exit (sic) age of 70 years old.” I don’t know the exact year Ricardo left the Board of VallacarTransit Incorporated and his active management, but we know that he was already enjoying his retirement years before he passed away. He enjoyed his days with the “Sunshine Boys” until his sunset. But right after his death, the undercurrents broke loose.

This exit provision and the waiver of the shares of Olivia in the company indicate that Ricardo did not want Olivia to have any active role in the VTI, either as a shareholder or board member. She ought to have “exited” from active participation.

Without Ricardo to restrain her, she took the initiative in shredding the provisions of the family constitution. As I wrote earlier, her actions turned their constitution into a piece of paper.

Although the constitution deprived Olivia of a direct hand in the operational affairs of VTI, she was not to be left out. Aside from having a voice in the Family Council, their constitution insured that the “Founders will continue to receive a monthly salary and corresponding bonuses depending on the company’s performance.”

To be precise, she will not be provided for with monthly salary and bonuses but from an affidavit she executed in a case now in court, she has P40 million of her own. Indeed, the information says she has wealth that she cannot spend prudently for another lifetime.

The family feud that erupted when Olivia seized control of VTI should also be viewed from the perspective of what Ricardo had in mind for the wealth-producing businesses he established.

We’ll continue tomorrow.