家族財富傳承–長榮集團張榮發給我們的啟示

文章轉載 – 作者:家族財富傳承顧問股份有限公司 (原文連結)

台灣長榮集團創辦人張榮發於2016年1月20日辭世,留下遺囑表示:財產皆由二房獨子繼承,並期望:『兄弟齊心』的遺願,事實上瞬間成為『兄弟齊釁』的局面,從接班爭議,演變成為家族爭產之戰。
如果長榮集團張榮發,擁有私人信託公司(PTC),是否結果會有所不一樣呢?
什麼是私人信託公司(Private  Trust Company,簡稱PTC)?它在家族傳承中又具備什麼功能與角色?

在2016年1月20日這天,台灣長榮集團創辦人張榮發辭世,留下了大約105億人民幣的股票、存款及不動產。在遺囑中張榮發表示:此筆財產皆由二房獨子(長榮集團副總裁、長榮航空董事長張國煒)繼承,同時張國煒任命為集團總裁。並且在遺囑中強調三位副總裁「要多多指導四子張國煒」,「所有副總裁們要一起共同協助,讓四子張國煒能順利接任集團總裁,也多多指導孫輩們的經營能力」,同時也表示「願眾子女及孫輩們,皆能和睦相處,互相照顧」。

大房與三兄弟對此提出異議

在法律上,如果大房結合三個兒子的優勢股權,可以自行決定解散長榮集團管理總部,拔掉長榮集團總裁的職務來反制張國煒,然後將長榮集團各高層直接派駐各子集團公司。甚至可以進一步決定裁掉管理總部,並決定長榮集團的總裁只有張榮發一位。若真的走到這一步,長榮集團辛苦所打下的基業就此崩離分裂。如同康熙晏駕後,大臣從“正大光明”匾額拿出遺旨宣讀的鏡頭一樣,所有皇子情緒都炸了鍋。然而,張榮發“兄弟齊心”的遺願瞬間成為“兄弟齊釁”的局面。

 針對這樣的案例,難道張榮發都不知道家族傳承的重要?難道律師都不知道特留分的規定?

假設,如果張榮發在世時,成立了私人信託公司(Private Trust Company,簡稱PTC),是否就不會演變成現在的情況呢? 從案例中可以知道:張總裁有兩房妻子、五名子女及孫子女,整個集團也都採用傳統的“家族成員治理”模式,也因如此,若有一天大掌門(張榮發)不在了,易造成企業利益與家族利益衝突難以解決。 

所以,私人信託公司成立的主要目的:是為了擔任某個或數個特定信託的受託人。由於家族成員仍然需要對家族內資產保持一定控制權,私人信託公司更便於達成此目的。 在海外許多離岸管轄地,都有對私人信託公司設立的具體規定,私人信託公司和一般有限責任公司相同,需要按照公司章程在管轄地註冊成立,私人信託公司下面設立董事會,來負責私人信託公司的受託資產。一般由家族成員和其選擇的律師稅務師等顧問共同組成董事會成員,從而控制和管理信託內資產。這樣的受託結構保證了只有家族成員或其顧問才能接觸到資產信息。 在設計私人信託公司時,也可以賦予董事會成員不同的表決權,將配偶、子女、參與經營的子女乃至外部專業顧問、律師、信託公司被賦予不同比例的表決權,以確保家人依照其貢獻需求享受到不同受益,同時使資產受到最大保護。而所有運作均依照信託條款對信託資產進行管理及分配。

私人信託公司的主要優勢在於:

1.家族成員能夠積極參與信託資產的管理;

2.在股權的安排上具有高度靈活性;

3.對於信託所持有的資產種類,不因外部受託人具有估值難以執行的考量限制,因此可以充分靈活安排。 

從案例中也可以知道:長榮集團公司目前的股權,長榮國際作為長榮海運及長榮航空的控股公司,長房三個兒子總持股超過在張榮發基金會及張榮發慈善基金會列名董事的張國煒。整個集團海空運主導權並不在張國煒手上。 這延伸出了一個問題:總裁的位子是虛的,擔任總裁的人要有足夠的股權,集團內各公司董事長才會經由推選的方式產生總裁,若董事長經營不利,總裁才會有權力換掉董事長。如果,張榮發意向的確要讓二房獨子張國煒接班,但張國煒股權上面居於劣勢, 家族辦公室這時就應該怎麼做?這時應先清整張榮發個人資產以及集團相關各公司資產,將其彙整成總資產池。同時會建議張榮發將原本由“長榮國際”對長榮海運(TW2603)以及長榮航空(TW2618)兩家公司的股份,轉委託給新設立的私人信託公司(即前文提到的PTC結構)持有,將原本各房子女及孫子女的持股比例更改為信託受益比例。 通過這樣的設計,長房的三個兒子在長榮國際的股份、對長榮航空及長榮海運的持股都已轉化為私人信託公司所持有,而張榮發二房配偶(長房已經過世)四個兒子及過世女兒的子女分別具有一定比例的信託受益。而張國煒由於擔任集團總裁的關鍵角色,在PTC的表決權比例增大。

 私人信託董事會有權定期召開董事會議,依照信託條款授權處理資產、負責管理責任的家族成員報告經營現況及提報資產負債表。如此讓具有專業能力的家族成員能各盡職守,各子女的受益權也沒有被侵蝕或吞併。而在設計私人信託公司時,家族辦公室需要注意董事會成員、決策等細節內容必須符合管轄地規定,以避免日後該信託被攻擊為虛假信託或無效信託的可能性。譬如委託人不能設計為私人信託公司的唯一董事。董事會最好有專門從事信託管理的外部成員等等。  

在私人信託公司第一層結構設立後,如何透過保單建立第二道防火牆?

 為了要控制管理層的穩定及因個人不可抗拒的因素造成集團資產的損失,可以透過保單的功能做基礎防火牆建立。透過此種保單,主要作為企業傳承及經營保護所使用。
將保單持有人為公司,萬一公司經理人或是主管無法繼續執行本身專業職務,這時保單可定額賠付,幫助企業在尋找替代人選或結構前,降低機構利潤下降、成本上升的損失,在另一個層面,也可做為育留人才的規劃。長榮集團“人治”意味濃厚,在設立家族辦公室時,建議PTC董事會成員以及各子公司重要的專業經理人及高管加上這樣的保險,做維護企業傳承的第二道防火牆。 一個完整的家族傳承,需思考周延,除了上述說明的:成立了私人信託公司(Private  Trust Company,簡稱PTC)、透過保單建立企業第二道防火牆,並且就此案來說,家族傳承還需考量:分別處理個別資產、綜合基金會功能、遺囑安排以及接班風險等層面思考與規劃。

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