What was changed
Fritz Hoffmann-La Roche founded the Basel pharmaceutical company in 1896 and died suddenly in 1920 at 51, as the founding family's inheritance was dispersing across generations. By 1919 the firm had already had to restructure as a stock company to survive the First World War.
The family's answer was structural. In 1928 Roche introduced a dual-class capital structure: voting bearer shares and non-voting participation certificates (Genussscheine) that carried dividends but no governance power. In 1948 the descendants formalized a pooling agreement to vote their bearer shares as one block.
The pool still works. Depending on the era it has held between about 45% and 65% of Roche's votes while owning only 8-10% of the economic value — 50% of the votes with 9.3% of the capital in 2003, and 65% after the 2021 Novartis buyback. The structure let Roche stay independent and fund long-term research.
What it achieved
The family pool has held between about 45% and 65% of Roche's votes since 1948 while owning only 8-10% of the capital, keeping the company independent for over a century.
Why it worked
A pooled pact let dozens of heirs vote as one, preventing family break-up.
Dual-class shares separated dividends from control.
The pact has held since 1948, surviving generation after generation.
Concentrated voting let Roche make long-term bets like the 2009 Genentech acquisition.
What can be applied
When a founder dies young, ownership structure is the succession plan: Roche's dual-class shares and 1948 voting pact kept dozens of heirs united and in control.
Aftermath
Roche grew into one of the world's largest healthcare companies, and the Hoffmann-Oeri pool still puts family members on the board. The 1928-1948 architecture is the reference case for keeping control across generations without a single owner.
FOLLOW THE EVIDENCE
The sources
- The Vote Worth More Than the Company: How Roche Built a CHF 60 Billion Empire legacybeyondprofits.com
- Roche-Stimmenmehrheit: Familienpackung bilanz.ch