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Tanguy della Faille’s response: companies. “The common thread throughout my career has really been companies, and SME’s in particular,” he highlights. After studying law and earning an MBA at Vlerick Business School, he initially worked alongside them in the banking sector, first at BBL and later with its acquirer, ING. “I discovered a keen interest and a genuine passion for entrepreneurs—those who create and develop their projects,” he shares. This passion led him successively to Brussels, Warsaw, Amsterdam, and Tournai.
Over 200 deals completed since 2008
In 2008, he took the plunge and founded the advisory firm Fondaris (formerly Family Business Transmission) with Esteban Diez, who was already active in M&A (mergers and acquisitions). “We specialized in business transfers, particularly family-owned companies (defined as businesses where the majority of equity is held by one or several individuals). We primarily targeted entities valued between €1 million and €20 million. After a decade or so, we had the opportunity to recruit strong profiles, spark growth momentum, and establish local branches across French-speaking Belgium and now in Flanders, following our merger with Tramanco.”
Fondaris’ scope of activities has also expanded. With the arrival of certified mediators, the firm now handles shareholder dispute management and implements governance frameworks tailored to family businesses.
However, the vast majority of Fondaris' operations remain company sales, with more than 200 such deals managed since 2008—transactions that have grown increasingly complex over time. “Among the underlying trends, there is clearly a growing complexity in the business world from a tax perspective and, more broadly, a regulatory one,” notes Tanguy della Faille. “A generation or two ago, deals were often made over a quick coffee or via a very brief contract. Valuations were frequently agreed upon between people who already knew each other. Today, professional advisory is almost always indispensable to properly structure a deal package and source the right buyer. It is also crucial for risk mitigation: as society becomes increasingly litigious, potential post-sale disputes are far more common.”
Another major trend for family businesses is seeing them leave the family fold when the generation at the helm decides to step down. “Regrettably, there are fewer and fewer intra-family buyouts. In our firm, 80% to 90% of deals result in an external takeover following a valuation, buyer search, and negotiations with potential acquirers,” points out the Fondaris Partner. He explains: “When weighing a family transfer against an external sale, children are given far more freedom today. Parents no longer make decisions for their children, and that is a positive shift. Young people make their own choices; they might not take over the family business, but that does not make them any less entrepreneurial. That being said, I am always delighted when we can facilitate a family transfer. Family businesses possess great virtues, particularly the continuity that spans generations. But the children taking over must have the necessary skill set and realize that their operational commitment as leaders will have to be exceptionally strong.”
A sale rather than a gift
Methods are also evolving when it comes to family transfers. “The long-standing model of gifting shares tax-free is not our preferred approach. Instead, we favor a sale—even between parents and children within a family transfer context. This ensures an objective transaction grounded in market value and guarantees equity among all children, whether or not they are taking over the business.”
And what are the key ingredients for a successful business transfer, according to Tanguy della Faille? “Our role as M&A advisors is to build a climate of trust. The business owner is essentially handing us the keys to their company. But the prospective buyer must also have confidence in the business's quality and the valuation we determine. This trust is perhaps even more essential for the seller, who wants to ensure their company lands in good hands. Some potential buyers assume that pulling out their checkbook is all it takes to acquire a company. In most cases, however, it is very much the seller who chooses the buyer, not the other way around. Potential buyers need a certain degree of humility. They must tune into the seller's wavelength, respect the staff, and understand how the company operates. Of course, at some point, they will need to bring their own vision and mark, but not too quickly…”
Easier to make an acquisition at home
Long active in French-speaking Belgium, Fondaris recently merged with its Kortrijk-based counterpart, Tramanco, which also supports family-owned SMEs “as they navigate succession challenges or growth ambitions.” “Through our collaboration with Tramanco, we aim to extend our tailored approach to family businesses in Flanders,” emphasizes Tanguy della Faille. In his view, cross-regional transactions are natural in a country like Belgium. “We have already guided numerous Flemish buyers through acquisitions of Walloon SMEs, as well as transactions in the opposite direction. At a time when differences between Flemish and Walloons are often magnified, I believe there is, in fact, much that unites us. It is always easier to complete an acquisition at home than abroad, despite the language barrier.”
Article originally published in La Libre Économique by Tanguy della Faille, Partner at Fondaris, on 18/01/2025. Published/updated version on the Fondaris website with the author's permission.
