I’ve always found the detailed mechanisms at the top of organisations interesting… after all it is just a bunch of people doing what people do, but there’s bit of paper which mean what they decide has to be done. Normally life proceeds without drama, as if the very ceremony involved in board meetings causes people not to question the authority of those involved.
And then sometimes you get occasions like this one – must have been quite dramatic really. I wonder how much people say “Prove you own XX of the company” and “Prove that meeting was correct” and “Show me the bit in the company rules which say I have to do what you want” – and when people decide to comply or take it to Court.
Fascinating mix of law, management, and good old interpersonal relationships – with a healthy dose of basic logistics like “We’re locked out, where can we hold this meeting?”.
It was a strange way to wrest back control of the 100-year-old family company but, after her sons locked her out, María Teresa Rodríguez – the matriarch of Spanish biscuit manufacturer Galletas Gullón – decided to call a board meeting in a car.
The meeting in the company car park, attended by her daughter Lourdes and another major shareholder as photographers surrounded the Mercedes, saw her appointed sole administrator of the company.
The 68-year-old thereby took away control of Spain’s third-biggest biscuit manufacturer from her three sons and two brothers.
The 35-minute meeting, also attended by a notary who sat in the passenger seat, was duly advertised with two posters stuck to the front windscreen.
A family feud pits the Gullón men against its women. Sons and brothers had tried to block Rodríguez’s attempts to take control by declaring the board meeting irregular and locking her out of the company HQ.
A security guard turned mother and daughter away from the front door of Spain’s biggest biscuit factory, in the western town of Aguilar de Campoo. But those in the Mercedes controlled 80% of the company. Their takeover was a shoo-in.
The man in the driver’s seat of the Mercedes was Juan Martínez, the former company chief executive fired by Rodríguez’s sons last year. He held 16% of the stock.
Rodríguez had appointed him to help her run the company after her husband, José Manuel Gullón, died in a car accident in 1983. Rodríguez herself had been executive president – until she, too, was eased out by her children.
Last year’s rebellion against them and the decision to sack Martínez sparked the feud over the business, which has 400 employees, exports to 80 countries and has an annual turnover of €162m. It also saw a court award him €8.2m for wrongful dismissal.
“The company will go to my children, but only when I decide,” she said in a recent interview.
Yesterday’s board meeting failed to resolve the underlying problems. The sons today claimed it had not been properly convened and said their mother was illegally using voting shares left to them by their father.
“None of the reasons they have given to invalidate the meeting are true,” said a spokesman for Rodríguez. “All legal actions taken by the sons and brothers of María Teresa Rodríguez pursue a single illegitimate aim: to keep hold of power.”
guardian.co.uk © Guardian News & Media Limited 2010