Shoes and successions: Disagreements in family business

In summary

• Disagreements within Russell & Bromley’s ownership over its future reflect a challenging market for retail, but also the complexities of running a family business 
• Over time, the dilution of ownership often leads to disputes as heirs’ interests may not be aligned 
• Trusts, charters and constitutions can all help consolidate ownership and clarify control 

After 150 years selling shoes on Britain’s high streets, Russell & Bromley is struggling to find the next step. Reports last week suggest the family that owns the business is torn. Some favour selling the brand to retail giant Next, which has already bought the likes of Joules and FatFace. Its partner, Retail Realisations, would handle selling off the stock.  

Others in the family support a sale to private equity, potentially saving the stores and jobs. Auralis, a new buy-and-build platform focused on retailers and owned by UK private equity firm Total Capital Partners, is in the frame. Current CEO Andrew Bromley, the fifth generation of the family of founder George Bromley to run the business, is said to want to keep the company independent.  

Part of the problems Russell & Bromley face is down to the strains on the retail sector. As well as longer-term challenges, such as consumers switching to online channels and declining footfall on many high streets, the sector has been among the hardest hit by rising labour costs over the last couple of years.  

Along with hospitality and leisure sectors, retailers have suffered from the changes to employer national insurance contributions from April 2025, which dragged many low-paid and part-time workers into NI for the first time, as well as raising the rates. They’ve also been hit by hikes in the National Minimum Wage.  

Last year, the British Retail Consortium calculated that the cost of employing staff in entry-level roles had jumped by more than 10% for retailers, with part-time staff costing 13% more. It’s not just increases for those on the minimum that have hit; it’s also maintaining the differentials of more experienced staff, supervisors and managers. That’s often required rises across the board.  

And all that’s before the new rises in the NMW from April 2026, pushing wages even higher. 

It’s not the only strain retailers face from tax. Business rates are also a worry – a concern the sector again shares with hospitality and leisure. As the pub trade has been pointing out, the new reduced multipliers announced in November’s Budget for retail, hospitality and leisure (RHL) will do little to offset the increases in ratable values this year.  

Despite recent reports, it’s not yet clear what, if any, extra support the government will offer for pubs facing rate rises – or if any U-turns would be extended to other RHL businesses. So far, the sounds are not encouraging. 

But quite apart from all this, Russell & Bromley also faces another challenge, and one that’s all too common: managing the complexities of family ownership that arise as the business passes down the generations.   

Five generations ago, when George Bromley founded the business in Eastbourne with a single store, things were simpler. There was little scope for disagreement. Soon, however, his son, Frederick, joined the business and founded more stores. When he retired in 1936, he handed the business to his two sons.  

As businesses pass down generations, two things tend to happen. First, ownership often becomes diluted as shares are divided among inheriting family members. Second, and as a result, disagreements become more likely.  

It is not simply that the dilution of ownership brings a wider range of views and voices on how to run the business. It brings owners with different incentives. Some owners may be involved in running the business. For others, it may just be an asset or income.  

Even where all parties want to see the business’s continued long-term success, there are likely to be disagreements over the best way to achieve it. Where some owners have little interest or ties to the business and perhaps no children to whom to pass their shares, there can be a fundamental misalignment of interests.  

That can create tensions over decisions such as dividend payments or investing in the business, for example.  

Fortunately, two routes are open for meeting these challenges: Reducing the risk of disagreements by limiting the dilution of ownership and control; and providing mechanisms for resolving disputes where they arise through family charters and constitutions. 

Both can vary in complexity and sophistication. Limiting dilution can be as simple as passing the business on in its entirety to a single heir – not uncommonly to the eldest child in the past. Even today, the firm may pass to just one of the family, while others are compensated with other assets.  

Where ownership is shared, meanwhile, trusts can still provide a powerful tool for centralising ownership and control and can persist through generations. Ownership can be consolidated for entire branches of a family and managed through a single trustee. 

As important as ownership, a succession plan can also determine control. Different share classes with or without voting rights can determine who has a say in business decisions. Family charters or, more formally and in greater detailed still, constitutions can define the processes for resolving and determining disputes. Often, a combination of these tools is employed, organising ownership and establishing a framework for decisions and control.  

It is not always possible to avoid disagreements. We are still talking about families, after all. But it is possible to bring clarity and processes that can help diffuse situations, help those entitled to feel they’ve had their say, if not their way, and prevent disagreement from becoming deadlock.  

Crucially, a succession plan drawing on these tools can give explicit voice to informal arrangements and unwritten rules that often exist in family businesses: That while ownership has passed onto the next generation, big decisions are still run past a previous parental owner, for example.  

It’s often these understandings that cause the bitterest problems and disputes, either during the past owners’ lifetime or after they’re gone. Formalising them in a succession plan is the best way to put a business’s future on a sure footing.