How the Henkel Family Kept Control for 150 Years: The Share-Pooling Agreement

On 26 September 1876, Fritz Henkel and two partners founded Henkel & Cie in Aachen to make detergent. A hundred and fifty years later, Henkel employs about 50,000 people in more than 70 countries and marked its anniversary in Düsseldorf in September 2026, with Chancellor Friedrich Merz at the gala. It is listed on the stock exchange, yet the founder’s descendants still control it.

They do it without a single family holding company. The main tool is a contract between family members, a share-pooling agreement (in German, Aktienbindungsvertrag). It is a useful model for any family with many heirs who want to stay in charge together. (For the other building blocks, see Holding Structures in Plain English.)

What the pool is

In a share-pooling agreement, each family member keeps their own shares and dividends, but they agree to vote them as one bloc. Henkel’s governance report says the members coordinate how they vote their ordinary shares, and that the agreement also restricts transfers of the pooled shares. The details of those restrictions are not public.

Henkel’s latest voting-rights notice, published on 20 March 2026, shows the scale. As of 19 March 2026, the parties to the pool held 160,695,590 votes, or 61.85% of all voting rights. The parties were:

• 151 descendants of Fritz Henkel;
• 18 foundations set up by family members;
• 3 trusts set up by family members;
• 14 family companies (2 GmbHs and 12 GmbH & Co. KGs).

The roots go back to the founder’s will. According to Henkel, he left 40% of the capital to each of his sons, Fritz Jr. and Hugo, and 20% to his daughter, Emmy. Their descendants, organised in three branches named after them, still hold most of the ordinary shares. German disclosure rules treat the pooled votes as held together, so Henkel publishes them as one block; the previous notice was dated 21 March 2025.

How long it lasts

The agreement runs for an open-ended period, but it can only be terminated from a set date. On 24 February 2014, Henkel announced that the family had extended it. Before, it could first be terminated with effect from 31 December 2016. Since the extension, the earliest termination date is 31 December 2033. At the time, the pool held about 59% of the ordinary shares, after the family raised its pooled share in December 2013 from 53.65% to 58.68%. Today it holds 61.85%. We found no later change to the 2033 date as of 14 October 2026.

Speaking for the family in 2014, Simone Bagel-Trah, who chairs both Henkel’s Supervisory Board and its Shareholders’ Committee, cited the family’s guiding principle, “Firma geht vor Familie”: the company comes before the family. In a 2023 Henkel release she called Fritz Henkel her great-great-grandfather.

Two kinds of shares

Henkel has two classes of shares. According to its governance report, its capital is made up of 437,958,750 shares: 259,795,875 ordinary shares with one vote each, and 178,162,875 preferred shares without voting rights. Preferred shares get a small dividend advantage, and they regain votes only if that preferred dividend goes unpaid and is not made up the following year.

This matters for control. By our calculation, the pool’s 160.7 million votes equal about 37% of Henkel’s total share capital. Outside investors can own a large part of the value through preferred shares without any say in the company.

The KGaA, and how it compares with the French SCA

Henkel AG & Co. KGaA is a Kommanditgesellschaft auf Aktien, a partnership limited by shares. Henkel describes it as a company in which at least one partner has unlimited liability, while all other shareholders risk only their capital. It is the German cousin of the French SCA that the Arnaults plan to use for their holding, which we explained in our post on Agache.

The two forms share one idea: a liable partner runs the company, and ordinary shareholders have fewer powers than in a normal public company. The difference is where the family sits.

• In the Arnault plan, the lock is in the general partners themselves: Bernard Arnault and a family company, Agache Commandité.
• At Henkel, the liable partner is Henkel Management AG, which is wholly owned by Henkel itself. Henkel calls this a “unified company.” The family’s lever is the Shareholders’ Committee, five to ten people elected by the general meeting. This committee appoints and dismisses the liable partner and elects the supervisory board of Henkel Management AG, which in turn appoints its management board.

So the chain of control runs: pool, then a majority of votes at the general meeting, then the Shareholders’ Committee, then management. Henkel’s own rules temper this: as a rule five, and at least four, committee members should be neither pool members nor members of the Supervisory Board. The Supervisory Board itself has 16 members, half of them employee representatives under German co-determination law, but its powers are narrower than in an ordinary German stock corporation.

A fair caveat

We know only what Henkel publishes about the pool. How the members decide internally, and exactly how transfers are restricted, are not public. The 61.85% figure is a snapshot as of 19 March 2026, and 2033 is the earliest possible exit date, not an end date. The comparison with the SCA is simplified; the two forms differ in many legal details.

Five lessons to take away

1. A contract can do the job of a holding company. The pool binds votes without one holding company on top.
2. Votes and value can be split by share class. About 37% of the capital carries a clear majority of the votes.
3. Long notice periods buy stability. The earliest date the pool can be ended is 31 December 2033.
4. Concentrate the family’s power in one body. At Henkel, it is the Shareholders’ Committee that chooses management.
5. Write down the family rule. “The company comes before the family” gives heirs a test for hard choices.

Questions to bring to your advisors

If our shares will one day be split among many heirs, what will keep their votes together? Could a voting pool work under our law, and how would it be disclosed? What would non-voting shares mean for our heirs’ rights and for outside investors? These are questions to bring to your advisors, not advice.