The Family Alliance: Focusing on the Family in Family Enterprise Planning Frederic J. Marx www.hembar.com T A B L E O F C O N T E N T S : 4 Executive Summary 4 The role and history of family enterprises in our economy 6 The special needs and problems of family groups 7 The Family Alliance 8 The goals and benefits of the Family Alliance 10 How the Family Alliance works 11 How the legal structure facilitates family group flexibility and success 13 Other tools used in the Family Alliance 15 The keys to success: the right people and people skills 15 The results 16 In Conclusion 17 About the Author The Family Alliance: Focusing on the Family in Family Enterprise Planning Executive Summary Despite increasingly complex challenges and changes for families, their businesses and charitable enterprises, the overarching goal has remained the same. Each wants the ability to survive and thrive for generations in an environment of daunting competition. Planning for these needs has evolved as well. This paper shows how one planning strategy, the Family Alliance,™ has successfully met the challenges and opportunities of the multigenerational family enterprise. It marries the tools and techniques of continuity planning with a uniquely flexible legal structure that centers on the family group, not any particular family business. It establishes a “family coordinating entity” which supports a variety of needs and activities, including succession planning and diversification of the family into other strategic ventures, philanthropic interests and family office activities. The Family Alliance structure supports multiple family enterprises operating under the unified banner of the family group. A strategic shift First, some background. A growing number of family groupsi have recently turned to a more “client-centered” approach to multigenerational planning, sometimes referred to as “continuity planning.” This strategy offers solutions tailored to fit the unique needs of a family group and is designed to last for generations by staying centered on the broad goals of the family group, both business and personal. The Family Alliance structure supports multiple family enterprises operating under the unified banner of a family coordinating entity. It marries the tools and techniques of 4 continuity planning with a uniquely flexible legal structure that offers beneficial accounting, tax, liability, privacy and governance features for family enterprises. This structure can also adapt over time to fit a growing and changing group of family businesses and charitable enterprises. The role and history of family enterprises in our economy Effective planning strategies are important not only for family groups and their associated enterprises, but for the country as a whole. The exact contribution of family enterprises to the national economy is hard to quantify, but various authorities have www.hembar.com consistently concluded over the years that they compose up to 90 percent of all business enterprises.ii Others have suggested that they account for as many as 78 percent of jobs created in the United States and as much as 65 percent of wages paid.iii Additionally, many family enterprises donate substantial amounts to philanthropic causes.iv Of course, it is impossible to provide exact numbers for these contributions, and the hypothesized numbers depend on the definition used for a “family enterprise.” Definitions used in studies have ranged from “businesses effectively controlled by a family” to “businesses in which family generations have direct involvement in management and ownership, as well as control.” The most conservative analysis using a narrower definition, however, would still suggest that such enterprises account for at least 20 to 40 percent of United States gross domestic product, 15 percent of the workforce and 19 percent of new jobs.v Furthermore, family enterprises are not just small businesses. Families have created or continue to run important companies for generations, such as DuPont, Mars Corporation, Ford Motor Company and Firestone.vi Recent studies also suggest that family groups of all sizes may be “morphing” their business enterprises over time in order to perpetuate a family group legacy and avoid the terminal fate that some family businesses have suffered. A study done more than 20 years ago of Illinois companies over a 60-year period concluded that fewer than half of family businesses survive the transition to a second generation for more than a few years, and only 13 percent of family companies survived to the third generation.vii A more recent study of Canadian family businesses similarly concluded that 70 percent of enterprises do not make it to the second generation and 90 percent end before the third.viii These studies, however, ask the wrong question. The question is not how many family businesses reach the third generation. Instead, it is more useful to ask, How do family groups thrive over multiple generations? It is more useful because it is the FAMILY, not any particular FAMILY BUSINESS, that is the center. When we ask about the ability of family groups to thrive over multiple generations, the perspective shifts dramatically, along with the answers. To take the lead from Darwin, those entities that are designed to best adapt to changing environments will survive. This is the purpose of the Family Alliance. What allows family groups to thrive over multiple generations? A very recent U.S. study has concluded that sophisticated contemporary family groups that have survived over multiple generations as a cohesive group controlled and focused their efforts on not one but multiple businesses (3.4 on average). They controlled an average of 6.1 businesses in at least two different industries over their family’s history.ix To sum 5 The Family Alliance: Focusing on the Family in Family Enterprise Planning Another role is work-related. Management, staff, sales, compliance and accounting all have different roles. Teamwork is key. Constructive competition is an asset. Imagine the dynamics of a business meeting for 30 in one room to design a business plan. This approach to the family group represents a practical adaptation to a globally competitive era and an accelerating pace of change. Being able to adjust to economic shifts by reallocating assets and refocusing on what you can do best is essential at a time when 40 percent of the companies now in the S&P 500 were not there ten years ago (and, conversely, 40 percent that were have been sold, merged or gone out of business).x Getting the two kinds of roles to mix and play together is a challenge for all family businesses and family groups. In addition, a majority of business-owning families often mix their personal wealth and finances with their operating businesses as a matter of convenience, which can lead to business and personal liability exposures, public relations foot faults, loss of privacy, and potential disputes among family partners.xi The special needs and problems of family groups Also, by definition, in family enterprises, family members are frequently both shareholders or partners and key employees. Being both the owners and the “brains” leaves an enterprise particularly vulnerable to substantial disruptions associated with family member–related death, divorce, disability and disputes. Mere business survival in an era of intense global competition presents an overwhelming and daunting challenge. The times present an even greater challenge for a family enterprise, which faces not just external threats, but the potential issues of interpersonal friction and mixing of business and personal matters. The different roles family members assume are a significant factor to consider. In one role we are family members—wives, husbands, cousins, sisters, brothers, etc. Our roles in this context are based on the needs, stresses, issues and strengths of our families. Just 6 imagine a Thanksgiving dinner for 30 people and you get the idea of the dynamics. things up, the family group that prospers and survives over multiple generations, more often than not, controls a number of enterprises under the umbrella of the family group. Such an umbrella allows the family group to adapt and adjust to internal and external challenges and best allocate its resources and members in a unified but flexible and organic manner. This is the definition of the Family Alliance in a nutshell. Add further to this mix that the family group at some stage might not possess the leadership or management tools necessary to keep a particular family enterprise thriving as it grows from local to regional or regional to national in scope. The family group may have legitimate worries that it is missing either the skills or the interest to keep the enterprise in forward motion. www.hembar.com The Family Alliance When done in conjunction with appropriate estate planning measures, a Family Alliance can ensure the ability of a family group—as opposed to the family enterprise—to adapt and thrive over generations in a way that permits all members of the succeeding generations who are willing to do so to participate in the family group and its endeavors. This continuity planning approach focuses on the family group, the needs of its individual members and its group dynamics. The goal is to develop a strategy that accomplishes a number of objectives beyond merely the transition of assets from generation to generation. • Helping family groups set up systems, processes and structures that can detect problems and develop solutions before those problems endanger any of the family enterprises. Family group–focused continuity planning is by definition multigenerational in nature and is based on a holistic assessment of the family’s needs, both material and otherwise. It requires a team of professionals from different disciplines who understand the family group and its family enterprises and can work together efficiently toward the Being both the owners and the “brains” The objectives of this structure for continuity planning include: leaves an enterprise particularly vulnerable to substantial disruptions associated with family member–related • Helping family members create a vision of what they want their family legacy to be, not only in terms of wealth, but also in terms of deployment of real and human assets toward chosen business, charitable or other missions; death, divorce, disability and disputes. • Helping family members develop a planning strategy that will accomplish their goals and help sustain the chosen family enterprises for generations; • Enhancing the ability of family members to work together with each other and with outside professionals to accomplish their objectives harmoniously; and achievement of the family’s chosen goals. Thus, it is “client centric” in approach and designed to provide lasting benefits. The use of the Family Alliance supports multiple family enterprises—both for profit and charitable—that operate as “separate members of a greater whole,” while enabling each separate member to avoid the liabilities and obligations of the others. 7 The Family Alliance: Focusing on the Family in Family Enterprise Planning It enables each separate member to control its own affairs and budget, monitor and separately allocate its own profit, and do its own accounting. Each separate member or family enterprise is one part of an alliance of family enterprises and initiatives operating under one family name and one family overarching structure—the family coordinating entity. Each member of the alliance can have different levels of independence, each can have different members and participants, and each can have its separate goals and missions. Yet each, at the same time, is part of a larger Each separate member or family The goals and benefits of the Family Alliance The Family Alliance approaches family group succession planning as much more than an exercise in the preservation and disposition of assets. It recognizes that families want their efforts, whether business enterprises or charitable foundations, to be lasting gifts and legacies that allow generations of children to achieve fulfillment as well as financial independence. Thus, it seeks to help families determine the shared values and goals of their families and enterprises, knowing that the enterprises are merely means to those ends. The Family Alliance also compels families to establish enduring structures for family governance and meetings (sometimes called “family assemblies”) as a family structure separate and distinct from the family enterprises and their management. enterprise is one part of an alliance of family enterprises and initiatives operating under one family name and one family overarching structure— the family coordinating entity. alliance of family enterprises that are focused on the long-term mission and best interests of the family group as a whole. With appropriate structuring and the use of proper governance, the Family Alliance can also ensure that all sensitive information about separate members and relevant family dynamics are hidden from public view. 8 The Family Alliance helps families to determine the core values on which their family enterprises were and will be founded, which will guide them, like a compass, through an uncertain future. It does this not only because these values form the true life force that unites the family, but also because empirical study has proven those values to be essential to the long-lasting success of any enterprise.xii www.hembar.com The Family Alliance envisions and anticipates the need for change, not in core values, but in business strategies, activities and structures. Thanks to this perspective, it provides a flexible structure for all family enterprises that facilitates business change in the form of acquisition, consolidation, spin-off or redeployment of assets. In other words, it can adapt. The loss, however unfortunate or untimely, of a separate family enterprise will not cause the loss of the entire family structure. Rather, it is merely a part of the larger structure that, with its other family enterprises, will survive and adapt to the next need or challenge. which family enterprises they prefer to support and in which they wish to participate. As opposed to the one family business, the Family Alliance promotes and encourages participation in a variety of potential avenues of activity, allowing family members to thrive in the areas in which they are best-suited. A key goal of the formation of the Family Alliance is to build teamwork and union within the family group and greater family harmony, which helps the family enterprises as well. The more unified the family group, the better it can shape its image for the With appropriate structuring and the One of the greatest challenges to families is the potential sale of the “family business” and the divisions and discord that such a sale raises. With the larger Family Alliance that can grow out of the initial family enterprise, the family group will survive any such event and be able to plan for it so that the event will cause the greater family group and Family Alliance to prosper and, more important, stay united. use of proper governance, the Family Alliance can also ensure that all sensitive information about separate members and relevant family dynamics are hidden from public view. This flexible legal structure facilitates the ability of individual family members to invest portions of their legacy shares into pursuits of their own dreams, providing them with superior autonomy, direction and sense of satisfaction. Each family member can select outside world and enhance the value of the family brand. This approach also facilitates continuity of family control over the family enterprises by eliminating or mitigating many of the typical catalysts for family business breakups. 9 The Family Alliance: Focusing on the Family in Family Enterprise Planning How the Family Alliance works In order for this process to work optimally, it should be founded upon a social assessment of the family that clarifies the family history, values and culture. This initial assessment should also help the family to write its future, giving family members a sense of shared mission and purpose that will constitute their true legacy and leave their imprint on history. In addition, the assessment exercise should identify what the family brand really means to the outside world for business, charitable and private endeavors. Armed with such an assessment, the family can then focus on building the skills it requires to act in a constructive, united manner, such as: • Optimal corporate governance practices; • Beneficial family governance practices; • Useful internal communication and dispute-resolution practices; • Ways to respect and appreciate individual contributions of others; • Ways to optimize teamwork with those inside and outside of the family group; As opposed to the one family business, the Family Alliance promotes and encourages participation in a variety of potential avenues of activity, allowing family members to thrive in the areas in which they are best-suited. Thus, the family group will know and agree at the outset “why” they are in the businesses they are in and “how” they want to do business, which are important predicates to lasting success.xiii Individual family members will also understand the family enterprises that suit them best and how they can best serve them. They will have a better understanding and appreciation for the roles and contributions of other family members as well. 10 • How to establish coaching and mentoring programs for younger family members; • How to do leadership succession planning; • Contemporary process and project management techniques; and • Concepts related to best practices in leadership and management. Family governance alone can present huge challenges, and family groups can greatly benefit from learning how to use family councils and family assemblies as private forums for discussion of shared values, departures from course and strategic decisions. www.hembar.com How the legal structure facilitates family group flexibility and success The Family Alliance can take various forms, the details of which will differ for each family. In each case, there is one family coordinating entity. This can be a holding company or merely a separate entity that provides the core services for intraenterprise coordination. The eventual choice and structure will be based on the needs and desires of the family and its members. Autonomous Attributes of Family Enterprises In each case, the Family Alliance can house an unlimited number of separate member family enterprises, each of which can have: • Its own profit and loss statement; • Its own allocation of profits and losses; • Its own compensation structure; • Its own governance and management; • Its own separate right-of-first-refusal arrangements, buyback agreements and other protective provisions regarding resale of shares; and, when properly structured, • Its own individual liability veils to protect that family enterprise from accidents, mismanagement or disasters in another family enterprise. These separate members can include charitable foundations and other nonprofit endeavors, as well as for-profit enterprises, and they can include specialized vehicles for A key goal of the formation of the Family Alliance is to build teamwork and union within the family group and greater family harmony, which helps the family enterprises as well. • Its own financial statements; • Its own tracking shares (which are basically ownership shares held by different family members who want to invest in that family enterprise and which can be used to track the economic performance of a family enterprise and pay dividends accordingly); holding, managing and/or investing in real estate and securities. Individual family enterprises can also be easily merged or split, or they can be taken public or spun off if the family decides to harvest capital from a family enterprise or if family members involved in the family enterprise elect to leave. 11 The Family Alliance: Focusing on the Family in Family Enterprise Planning Superior Leverage The goal of the Family Alliance is to leverage off of the collective family name or the fame of one of its family enterprises. All or selected, separate members of the Family Alliance can use the collective family brand to give credibility and weight to new and varied ventures. Consider the family names of Ford, Rockefeller, Gates and others to see how adding the family name to an enterprise provides immediate benefits. The use of a Family Alliance with a family coordinating entity can also media buying, public relations efforts and other purchasing functions. Privacy Features and Fitness for Families The use of a Family Alliance with a family coordinating entity can also provide the privacy many families seek. If property structured, all family interactions and decision making can be kept from management and employees of the separate family enterprises. Decision making at the family level can be sheltered from non–family members’ attention or interference. Most of all, knowledge of the estate planning at the family level can be kept from management and advisers to the family enterprises. This key goal alone makes the Family Alliance structure worthy of consideration for family groups. The Family Alliance can also provide the structure for dealing with family member challenges, such as death, disability and divorce, at a level outside of the separate family enterprises. This can allow the family to plan for these events in the context of the needs of the family group and not just the individual family enterprise. provide the privacy many families seek. The collective alliance also allows the family group to leverage its collective strength for charitable and philanthropic causes. Challenge grant programs and fundraising can be vastly enhanced through the collective family effort, and correspondingly, these efforts will accrue further benefit to the family name and its other family enterprises. The individual family enterprises can also function cooperatively to leverage their purchasing power for product buying, 12 As noted, family members in family enterprises have two roles—their role when acting as members of the family and their role as businesspeople. The Family Alliance structure allows the family to move its family www.hembar.com role interactions outside the view and purview of the family enterprises and into the family coordinating entity. In the context of discussions at the level of the family coordinating entity, the family role can be allowed to speak more freely and to predominate. Family discussions can be held confidentially and in an agreed-upon setting. At the family enterprise operating company level, the business role can be allowed to predominate because family matters can be addressed in another venue. Other tools used in the Family Alliance • Investment advice and wealth management counseling, particularly with respect to inheritances and other liquidity events • Wealth transfer planning to ensure preservation and enhancement of wealth • Financial and tax planning • Financial record keeping for both convenience and compliance with legal requirements • Personal insurance and risk management The individual family enterprises can There are various other resources that can be established for and used in conjunction with a family coordinating entity to perpetuate a family legacy and the family enterprises associated with the family group. Depending upon the size, complexity and needs of a particular family group, any or all of the following tools may prove useful to achieving family goals: also function cooperatively to leverage their purchasing power for product buying, media buying, public relations efforts and other purchasing functions. The Family Office There are thousands of family offices in the United States that provide family groups with all kinds of personal and professional services, delivering concierge treatment through employees and advisers that are dedicated to the family.xiv Among the services that can help a family group to function optimally and to perpetuate their legacy are the following: • Family member education and personal development • For families with charitable foundations, family foundation management services Family offices can also prove beneficial in providing pooled purchasing power for travel services, automotive detailing and other personal services. 13 The Family Alliance: Focusing on the Family in Family Enterprise Planning The Council of Advisers A council of advisers can help to fill gaps that might exist for the family or on boards of its family enterprises and can function similarly to the independent directors serving on a public company’s board by giving independent advice and perspectives. The Family Council or Assembly A family council or assembly, as previously mentioned on page 10, can provide a private forum for periodic and structured discussion of shared values, departures from lasting success of a group of family enterprises. Families have found that, once established, the family assemblies become critical events in the yearly schedules for family members and provide an institution for open family conversation and “just getting a chance to talk to each other,” an opportunity that is frequently lost in crowded lives. The Family Foundation When people think of family foundations, they often think of mammoth organizations, such as the Ford Foundation, the Rockefeller Foundation or the Gates Foundation. But family foundations are not only for the super-wealthy. In 2009, there were 38,701 family foundations in the US. 49% of these foundations gave less than $50,000 and another 40% gave between $50,000 and $100,000.xv A family council or assembly can provide a private forum for periodic and structured discussion of shared values, departures from course, compensation of individual family members for their contributions and strategic decisions. course, compensation of individual family members for their contributions and strategic decisions, such as whether to buy or sell assets or whole enterprises. It can also provide a regularly scheduled venue for the entire family to convene, communicate generally, and continue building bonds of trust and shared commitment. This can be critical to the 14 A family foundation is typically established as a nonprofit Section 501(c)(3) tax-exempt organization, and it is dedicated to a specific cause or causes. Structured in this way, it provides an ideal vehicle for establishing the family’s “brand” and a legacy that will survive in perpetuity. The family foundation can help the family group’s for-profit enterprises as well, providing valuable public relations opportunities and forums for relationship building with government and with nonprofit www.hembar.com agencies. Creating a foundation to “give back” to the communities that are home to family enterprises is also relevant to the value of the brands of those enterprises. Furthermore, the foundation can provide a perfect place to work for some family members. These family members may be too young or inexperienced to work in other family enterprises, more senior and focused on giving back, or just more inspired by the notion of working for a chosen cause not related to commerce. The keys to success: the right people and people skills In order for a Family Alliance to function optimally, it is important to have an interested family group, the right team of professionals and the right quarterback leading the team. step and begin the process of understanding family values and goals. Most families are unable to take the steps needed for them to survive as family groups over multiple generations not because they do not desire it, but because they do not start the process. All that is needed is to take the first step. The rest will follow. The results Because the process of a developing a Family Alliance is so new, there is not yet any long- But family foundations are not only for the super wealthy. In 2009, there were 38,701 family foundations in the US. 49% of these foundations gave less than $50,000. The family group likely to get the most out of the process is one that has courageous leaders. The founders or other leaders need to be capable of setting and meeting goals, open to learning from each other, and know how and when to let go, entrusting others to take on key roles. An Irish proverb says that the two hardest parts of any race are the first step and the last hundred yards. The most important part of the process to provide a family group with the structure it needs to survive is to take the first term empirical study of how it contributes to the sustained success of a family group. However, the family groups that have used the process thus far have enjoyed significant satisfaction and success from it. In one case, for example, a family that operated a successful regional enterprise expanded the activities of that enterprise, giving it a global reach and a significant increase in revenues. Younger generations of 15 The Family Alliance: Focusing on the Family in Family Enterprise Planning the family also found key roles they could play within the family group’s for-profit or nonprofit enterprises as well. In conclusion The Family Alliance structure offers several advantages that appear especially wellsuited to the stresses and family dynamics of today. Because of its flexibility and organic nature, this model makes it more possible to accommodate the increasingly diverse needs and interests of multiple family generations Most families are unable to take the steps needed for them to survive as family groups over multiple generations not because they do not desire it, but because they do not start the process. while remaining true to the family’s timeless legacy, values and purposes. While additional study on the process will come over time, the early results are very promising. For those with the courage, commitment and experienced counsel necessary to build a durable home for the family’s dreams, sustainable success will follow. 16 www.hembar.com About the Author Frederic J. Marx Frederic J. Marx is a partner at Hemenway & Barnes LLP, a legal and fiduciary firm in Boston. Fred heads up the Business Law Group at Hemenway & Barnes whose practice focuses on the sophisticated strategic planning and tax needs of multigenerational families, businesses and nonprofits. Continuity planning for family businesses is a significant part of what Fred offers clients, helping families plan structures that are designed to thrive through the generations and address a variety of needs, including succession planning, diversification of the family into other strategic ventures, philanthropic interests and family office activities. Fred is a member of the Massachusetts Bar and has served as Chairman of the Business Law Section of the Massachusetts Bar Association and as Chairman of the Nonprofit Organization Committee. 17 The Family Alliance: Focusing on the Family in Family Enterprise Planning iHere are definitions of selected family-related terms used in this paper: The “family group” refers to the family as a whole, all of its generations, enterprises and activities, including business and charitable ones. The “family coordinating entity” refers to an umbrella entity, designed to act as the central hub for the multiple family enterprises, business, charitable and personal (as described in Section 6 herein) that operate as independent separate members under the one family umbrella structure. The “family enterprise(s)” includes operating businesses, investment funds, charities, private foundations and other enterprises controlled by the family. Family Alliance—the structure that supports multiple family enterprises operating under the unified banner of a family coordinating entity. iiSee Sheelah Johnston, “The Family Business: Statistics, Profiles and Peculiarities,” Business Focus/Manila Bulletin (Feb. 6, 2004); Commentary, Family Business Review, Summer 1996; Nancy Bowman-Upton, “Transferring Management in the Family-Owned Business,” U.S. Small Business Administration (1991). iiiSee Financial Planning magazine, November 1999. ivSee American Family Business Survey, published by Mass Mutual/Raymond Institute (2003). vSee Melissa Carey Shanker and Joseph H. Astrachan, “Myths and Realities: Family Businesses’ Contribution to the U.S. Economy,” Family Business Review (Summer 1996). viSee Sheelah Johnston, “The Family Business: Statistics, Profiles and Peculiarities,” Business Focus/Manila Bulletin (Feb. 6, 2004). viiSee overview of “The FFI-Goodman Longevity Study,” published by the Family Firm Institute (2011); Boston Globe article (May 4, 2003); Nancy Bowman-Upton, “Transferring Management in the Family-Owned Business,” U.S. Small Business Administration (1991). viiiSee ixSee study by Grant Thornton cited by press service, News Canada (2011). overview of “The FFI-Goodman Longevity Study,” Family Firm Institute (2011). Study participants may be more sophisticated, having been recruited by professional advisers who are members of the Family Firm Institute or alumni of Babson College for business study in Wellesley, Mass. 18 www.hembar.com xSee 2011Bloomberg Businessweek advertisements for iShares, offered by BlackRock Fund Advisors, data cited as of November 2010. xiSee Family Office Exchange press release dated Jan. 20, 2011, entitled “New Study Documents How Business-Owning Families Are Responding to the Need to Separate Their Personal Wealth Management from Their Operating Companies.” xiiSee, e.g., the book published by Stanford Business School professors Jim Collins and Jerry Porras, based on six years of empirical research involving companies that stood the test of time for generations and those that did not, “Built to Last” (2002). In Collins’ own words, “…we found that the visionary company [the one built to last] was guided more by a core ideology—core values and a sense of purpose beyond just making money—than the comparison company was.” Collins says on his own website that “we chose the word ‘ideology’ because we found an almost religious fervor in the visionary companies as they grew up that we did not see...in the comparison companies. 3M’s dedication to innovation, P&G’s commitment to product excellence, Nordstrom’s ideal of heroic customer service, HP’s belief in respect for the individual—those were sacred tenets, to be pursued zealously and preserved as a guiding force for generations.” xiiiSee, for example: Dov Seidman, “How: Why HOW We Do Anything Means Everything” (2007); and Simon Sinek, “Start with Why” (2009), a study of “why some people and organizations are more innovative, more profitable and command greater loyalty from consumers and employees alike.” xivAs of July 2011, the Family Office Exchange website estimated that there were between 2,500 and 3,000 formal family offices in the U.S., and possibly another 6,000 or more existed informally inside of privately controlled businesses. xvSee “Key Facts on Family Foundations,” dated January 2011 by the Foundation Center 19 www.hembar.com