Ownership by design: using trusts, foundations and holding companies to balance tax, governance and control

A session report from the IBA’s Annual Conference held in Copenhagen from 4 to 9 October 2026

Rapporteur

Bjarte Bogstad

Advokatfirmaet Bull AS, Oslo

Chair

Alessia Allegretti

Boies Schiller Flexner, Milan

Speakers

Arthur Davis

Addisons, Sydney

Corina Laudato

Mitrani Caballero, Buenos Aires

Natalie Peter

Blum & Grob Attorneys at Law, Zürich

Helen Wang

Carey Olsen, Singapore

High-level overview

The panel stressed that the different forms of entities are only vehicles to help the parties get what they ultimately want to achieve, whether this is related to personal or family matters or business matters, maybe all of the foregoing, where different needs come into play.

Ownership and/or control for the founders or the founder’s family (or selected parts thereof) must in the planning and execution of vehicles to be used and in the connected documentation be balanced against tax issues, including, but not limited to, inheritance and wealth tax, mandatory inheritance law and, not least, the need for proper governance, flexibility and tax planning for the business itself during different life cycles.

The different stakeholders involved may have different interests, which can quickly can diverge from that of the founders from the outset. An example given by Helen Wang summarised this perfectly:

‘A common assumption is that family members or at least the people in control of the family business or trust administration will always remain aligned. For example, there was a period in Hong Kong where tycoons could have four legitimate wives, all of whom might live in the same household. The tycoons often thought this was a harmonious household and that everyone was happy. In reality the family members were probably just bearing with the unbearable until the person passes away.

Putting aside this extreme scenario, most structures are designed during periods of harmony, on the assumption that future generations will share the same objectives and trust one another. In reality, disputes frequently arise after a death, divorce, business succession, liquidity event or family breakdown. Provisions that seemed sensible at the planning stage may prove difficult to operate once relationships have changed.’

There will also probably be different ‘philosophies of ownership’ held by the different stakeholders and especially by the ones not at the negotiation table when the vehicle is set up. The panel also discussed the difference between trusts and foundations, irrevocable transparent trusts, the interests of the trustee and other considerations in designing the right ownership structure to achieve the desired results.

More detailed key takeaways

• The session’s central message was that ownership design should start with the family’s objectives and the needs of the business, not with a preferred legal vehicle or tax outcome. Trusts, foundations and holding companies are tools for allocating economic benefit, control and responsibility across generations. Early planning can preserve flexibility for succession, external investment and professional management.
• The appropriate structure must be understandable to the family, commercially workable and effective across the relevant jurisdictions. Tax efficiency remains relevant but cannot be assessed only at inception. Changes of residence, succession, migration and an eventual sale may alter the outcome materially. Complexity also has a commercial cost where investors or buyers cannot readily identify who controls decisions.
• A recurring tension was the founder’s desire to retain control while establishing credible, independent governance. Reserved powers and veto rights must not leave the structure ineffective or the business unable to act. Clear decision-making authority, accountability and appropriate independent oversight are essential. The practical exercise of control matters as much as the documents, particularly when arrangements face tax scrutiny or litigation.
• Succession is more than transferring assets. It requires distinguishing ownership from management, identifying capable successors and involving the next generation in the arrangements they will inherit. Families should not assume that today’s alignment will endure. Transparent communication and managing expectations are as important as robust drafting, especially where family members have different roles, liquidity needs or views of fairness.
• Resilience also depends on how the structure performs under stress. Family disputes can spill over into the operating company, making clear responsibilities, independent directors and workable deadlock or buy-out mechanisms particularly valuable. Exit routes should be considered early: the tax cost of unwinding an arrangement may constrain a settlement, while a separation or reorganisation may offer a more workable solution.
• The overall lesson was to design for change rather than permanence. Amendment and review mechanisms should allow the framework to respond to evolving laws, family circumstances and business opportunities without losing its purpose. Successful ownership design balances continuity with adaptability, preserving the business, while preparing both the structure and the family for the next generation.