Authors: Bryce G. Hoffman
Maintaining that control meant maintaining their exclusive ownership of the company’s supervoting Class B shares. The ownership structure that Henry Ford II had put in place half a century earlier ensured that the Fords would always control Ford Motor Company as long as they did not sell those shares. The automaker had issued millions of new shares since its initial public offering in 1956. Now their 70 million Class B shares represented just 3.7 percent of the company’s total stock. But they still wielded the same 40 percent of the vote they always had. That was because none of the shares had ever been sold outside the family. If any were, they would convert to regular Class A common stock and lose their supervoting power. However,
in doing so they would also reduce the voting power of the remaining Class B shares and break the family’s hold on Ford Motor Company.
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Not everyone was thrilled with this arrangement. While most employees—even those on the factory floor—welcomed the stability and long-term perspective that the family brought to Ford, Wall Street did not. Most investment bankers and analysts saw the Ford family’s continuing control of the company as an anachronism that stymied the sort of speculation that had made them fantastically rich over the past decade. Some investors also objected, arguing that the dual-stock structure diminished the value of their own shares. In just a few weeks, Ford’s shareholders were due to vote on what had become a perennial resolution at the automaker’s annual meeting to recapitalize the company and make all shares equal. There was no danger of it passing as long as the family retained its control of all its Class B shares, but the chorus of voices objecting was growing louder. What had begun a few years earlier as a bunch of disgruntled stockholders now included influential institutional investors like the California Public Employees’ Retirement System, which owned 9.7 million Ford shares, valued at nearly $80 million, and now called Ford’s ownership structure “
undemocratic.”
Many on Wall Street had been hoping for years that the Ford family would one day split, just like the Gettys and so many other fabled families before them. So far, they had not. But as power shifted from the third generation to the fourth with the ascent of Bill Ford to the chairman’s seat, it was becoming more difficult to hold together what now amounted to a very diverse group of more than seventy heirs. One board member compared it to herding cats.
The fourth generation of the Ford family included Bill and a dozen of his cousins, the great-grandchildren of Henry Ford. Some, like Edsel Ford II, were businessmen. Others, like Alfred Ford, were not. He had
joined the Hare Krishnas and changed his name to Ambarish Das. It also included New York socialites like Charlotte Ford, author of
21st-Century Etiquette
, and philanthropists like Lynn Ford
Alandt. Increasingly they were joined at family meetings by members of the fifth generation, which numbered more than thirty. Many of these younger Fords had a tenuous connection at best to the automaker. New CEO or not, some of them were beginning to wonder if the money tied up in their Ford shares might not be more profitably invested elsewhere. If just one of them decided to sell his or her shares on the open market, the Ford family’s control of Ford Motor Company could be threatened.
F
ord family attorney David Hempstead believed it would be a good idea to hire someone with no ties to the company to advise the family. After the spring 2006 meeting, he and family adviser Bruce Blythe began putting together a list of potential candidates. They moved cautiously, because they knew that any report that suggested the Ford family might be considering a sale would have major consequences for the company and its stock.
By early 2007, they had narrowed the field to two or three firms. The first was Perella Weinberg Partners, a “
boutique investment bank” founded just a few months earlier by Joseph Perella, the former vice-chairman of Morgan Stanley, and Peter Weinberg, the former CEO of Goldman Sachs International, to provide corporate advice and asset management services. They were attractive for a couple of important reasons—the names Perella and Weinberg.
Joseph Perella was widely regarded as a “
mergers and acquisitions pioneer” and a key player in one of the biggest corporate takeovers in history—the 1989 leveraged buyout of RJR Nabisco. Peter Weinberg was the grandson of Mr. Wall Street himself, Sidney Weinberg, the legendary Goldman Sachs leader who had developed Ford Motor Company’s unique stock structure for Henry Ford II back in 1956.
Hempstead contacted the two men and asked if they would be interested in meeting with the Ford family. They jumped at the opportunity. Now the firm, which offered “
sage counsel in the middle of huge decisions,” was waiting to make its pitch to the men and women who controlled America’s last great industrial dynasty.
But it was Alan Mulally’s turn to speak first.
M
ulally was still dazzled by the Fords, though their decision to bring in Perella Weinberg certainly tempered his enthusiasm. He tried to put the presence of the two Wall Street titans out of his head as he detailed the progress Ford was making on its restructuring for the family. He assured them that his plan remained on track, despite missing some sales and cost-reduction targets in the United States.
Then he took their questions.
The Fords were respectful, but he could tell some were concerned about the company and its future. They asked for more information about the terms of the financing deal, seeking a better understanding of what would have to go wrong for them to lose control of the Ford name. They also wanted to know more about his plans for Jaguar and Land Rover now that the Aston Martin deal was finished. Mulally knew that Bill’s father, William Clay Ford Sr., drove a Jag, as did many of the other people in the room. So he trod carefully. But what they really wanted to know was if Mulally’s turnaround was creating “value” for the company yet. He took that as code for “When are you going to restore our dividends?” Mulally admitted that might take a while.
Then he left them to it.
The presentation from Perella Weinberg was more general and focused on the firm’s bona fides. There was no concrete discussion of the state of the company, no predictions about its future, and no alternatives to staying the course that Bill Ford had charted for the automaker and the family. Those would only be offered if the firm was actually retained by the Fords.
Once the bankers left the room, the real debate began. Family members peppered Bill Ford with questions.
“What if Alan can’t get it done?”
“What are the alternatives if it doesn’t work?”
If Bill Ford was angry about this challenge to his authority, he did not show it. His voice was calm as he addressed the other members of the Ford family, his argument simple and compelling. The company
had carefully weighed all of its options before hiring a new CEO and had concluded that was the best course for Ford. The family’s own interests would be best served by following that course and lending its support to Alan Mulally. He needed it, and he needed it to be unanimous and unequivocal.
“When the going gets tough, it’s time to pitch in,” Bill said, “not head for the hills.”
He told his relations that he had studied Mulally’s turnaround plan carefully. Now Bill went over it once again for their benefit and said it represented Ford’s best chance at success in many years. He could not promise it would work, but he had faith that it would. Mulally had already proven he could do it at Boeing. Bill said he understood why some in the room might want a second opinion, but he warned them that hiring a firm like Perella Weinberg to advise the family now would undermine Mulally and everything he was trying to do to save their company.
However, Bill said he would abide by whatever the family decided. He reminded the other heirs of Henry Ford that they had so far managed to remain publicly united. Maintaining unity was essential—now more than ever. He urged them to reflect on the drama then playing out in the Bancroft family. The owners of the
Wall Street Journal
, they were unraveling in the face of relentless advances by media mogul Rupert Murdoch. History was filled with such cautionary tales, Bill reminded them.
“Whatever the family does now or in the future, we’re always going to be better off unified rather than divided,” he said, urging them to consider what had happened when those other famous families had fractured and split. “There was never a good outcome. It never ends well.”
Then he excused himself and left the room so that they could discuss the matter without worrying about his feelings.
A
t some point in the discussion, someone asked what the family’s Class B shares would really be worth if they were sold on the
open market, suggesting it might be time for the Fords to cut their losses and get out while they still could. For many in the room, this was crossing a line.
Elena Ford was one of them.
The daughter of Charlotte Ford and Greek shipping magnate Stavros Niarchos, she was born Elena Anne Ford-Niarchos in 1966. She dropped the
Niarchos
and eschewed the glamorous New York society life of her mother and siblings for the smoky factories and sharp-elbowed corporate politics of Dearborn. With her plain appearance and blunt manner, she fit right in. Though the fortune she inherited from her father made her wealthy even by Ford standards, Elena was no pampered debutante. A self-described “car freak,” she asked for a Mustang for her sixteenth birthday. Now in her forties, she still drove one—often to lunch at Miller’s Bar, a favorite Ford hangout a few miles down Michigan Avenue from World Headquarters that was famous for its greasy burgers. After joining the automaker in 1995, she began a grand tour of the company typical of the Fords who decided to work there—starting as a communications coordinator for Ford’s truck division and making a rapid ascent up the corporate ladder, including brief stints as a finance specialist in product development, brand strategy leader in global marketing, director of business strategy for Ford’s international automotive group and director of product marketing for the Lincoln Mercury division. Now she was director of North American product marketing, planning, and strategy.
Unlike some of the other Fords who had taken jobs at the company, Elena had a reputation for being a tireless worker. She was eager to prove herself, but she was also passionate about the company. It was the first place she ever felt she really belonged, and she took immense pride in the respect its employees had for the Ford family. During her time in Dearborn, Elena had developed a respect for her coworkers, too, as well as a modicum of disdain for her relatives who chose to live off their inheritances and did nothing to contribute to the success of their company.
Elena’s strong emotions for Ford and its employees were evident
as she rose to address her aunts, uncles, and cousins at the family meeting.
“I work inside this company, and I believe in it,” she began with characteristic directness. “The people who don’t work here have to trust the people who do work here.”