{"id":7696,"date":"2026-10-21T14:02:20","date_gmt":"2026-10-21T12:02:20","guid":{"rendered":"https:\/\/maraz.es\/?p=7696"},"modified":"2026-10-21T15:14:55","modified_gmt":"2026-10-21T13:14:55","slug":"why-companies-fail","status":"publish","type":"post","link":"https:\/\/maraz.es\/en\/why-companies-fail\/","title":{"rendered":"Why companies fail"},"content":{"rendered":"<h2>Why companies fail<\/h2>\n<p><strong>Companies do not fail because they run out of cash: they run out of cash because their strategy, their governance and their information systems failed first. The cash squeeze is the last link \u2014the most visible one\u2014 in a causal chain that began years earlier.<\/strong><\/p>\n<p>In 2012, Daron Acemoglu and James Robinson published <strong><em>Why Nations Fail<\/em>,<\/strong> the book that, together with Simon Johnson\u2019s work, earned them the 2024 Nobel Prize in Economics. <strong>Their thesis is well known: a nation\u2019s prosperity or decline does not depend on geography, culture or bad luck, but on its institutions. Inclusive institutions distribute power, protect initiative and allow the \u201ccreative destruction\u201d that Schumpeter described as the engine of capitalism; extractive institutions concentrate power in an elite that captures the rents and blocks any change that threatens its position. The former generate virtuous circles; the latter, vicious circles that perpetuate themselves.<\/strong><\/p>\n<p><em>The parallel should be used with care, because a company is not a country: it can be sold, change hands or reallocate resources within months, and it is subject to competition, contracts and company law in a way a State is not. But the analogy is useful, because every company also has its institutions: the board, the incentives, management information, capital allocation, culture and succession<\/em>.<\/p>\n<p>After twenty-five years on management committees, boards and refinancing tables, my conclusion is that most companies that fail had, long before their first missed payment, <strong>extractive internal institutions<\/strong>: governance captured by the founder or by a group of shareholders, incentives that rewarded volume rather than profitability, no checks and balances, and an almost physical resistance to creatively destroying what no longer worked.<\/p>\n<p><strong>And yet the usual diagnosis keeps looking in the wrong place:<\/strong> \u201cliquidity problems\u201d, \u201cthe banks turned off the tap\u201d, \u201cinterest rates\u201d, \u201ca bad year\u201d. It is understandable, because cash is what hurts and what has a maturity date. <strong>But the income statement and the cash position are lagging indicators: by the time they show the problem, the cause has been operating for years.<\/strong> This article separates causes from consequences, ranks them by importance and explains why a restructuring that starts at the bank\u2019s table, rather than with a diagnosis, usually fails.<\/p>\n<h2>The institutions of a company: six questions<\/h2>\n<p><strong>If we transfer Acemoglu and Robinson\u2019s framework to the company, its \u201cinstitutions\u201d are better defined by the question each one must answer than by the body that embodies it:<\/strong><\/p>\n<table>\n<thead>\n<tr>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Corporate institution<\/strong><\/th>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Question it must answer<\/strong><\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\"><strong>Board and governance<\/strong><\/td>\n<td style=\"text-align: center;\">Who oversees the people making the decisions?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Incentives<\/strong><\/td>\n<td style=\"text-align: center;\">What behaviour do we actually reward?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Management information<\/strong><\/td>\n<td style=\"text-align: center;\">When do we find out that we are wrong?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Capital allocation<\/strong><\/td>\n<td style=\"text-align: center;\">Can we stop funding the past in order to fund the future?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Culture of dissent<\/strong><\/td>\n<td style=\"text-align: center;\">Can bad news travel up the hierarchy?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Succession and talent<\/strong><\/td>\n<td style=\"text-align: center;\">Can we replace obsolete capabilities, including the founder\u2019s?<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<p><strong>A company with inclusive institutions answers all six questions with mechanisms; a company with extractive institutions answers them with a person.<\/strong> In the Spanish family business, that difference plays out in <a href=\"https:\/\/maraz.es\/en\/corporate-governance-in-the-family-business\/\">corporate governance<\/a> and in how it goes about <a href=\"https:\/\/maraz.es\/en\/aligning-ownership-and-management\/\">aligning ownership and management<\/a>. And failure, as we will see, almost always begins with one of these questions left unanswered.<\/p>\n<h2>Conceptual framework: the causal chain of failure<\/h2>\n<h3>From cause to insolvency<\/h3>\n<p><strong>Business failure is not an event but a process, and it can be represented as a sequence of five stages<\/strong>: <strong>root cause<\/strong> (a decision or an institutional gap), <strong>operating deterioration<\/strong> (loss of market share, price or efficiency), <strong>financial deterioration<\/strong> (EBITDA no longer covers investment, working capital and debt service), <strong>distress<\/strong> (cash strain, covenant breaches, refinancings) and <strong>insolvency<\/strong> (restructuring plan, insolvency proceedings or liquidation).<\/p>\n<table>\n<thead>\n<tr>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Stage<\/strong><\/th>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Where it shows<\/strong><\/th>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Who sees it<\/strong><\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\"><strong>1. Root cause<\/strong><\/td>\n<td style=\"text-align: center;\">Board minutes, the strategic plan (or its absence), the power structure<\/td>\n<td style=\"text-align: center;\">Almost nobody; occasionally an independent director or a critical executive<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>2. Operating deterioration<\/strong><\/td>\n<td style=\"text-align: center;\">Cost accounting, management dashboard<\/td>\n<td style=\"text-align: center;\">The finance function, if management control exists<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>3. Financial deterioration<\/strong><\/td>\n<td style=\"text-align: center;\">Annual accounts, bank pool<\/td>\n<td style=\"text-align: center;\">Auditor, banks, credit analysts<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>4. Distress<\/strong><\/td>\n<td style=\"text-align: center;\">Daily cash position, central credit register (CIRBE), ratings<\/td>\n<td style=\"text-align: center;\">Everyone: suppliers, banks, employees<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>5. Insolvency<\/strong><\/td>\n<td style=\"text-align: center;\">Commercial court<\/td>\n<td style=\"text-align: center;\">The market and public opinion<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<p><strong>The reading is uncomfortable: the ability to intervene is inversely proportional to the visibility of the problem<\/strong>. By the time everyone can see it, few options remain.<\/p>\n<h3>Four levels, not two: cause, mechanism, indicator and consequence<\/h3>\n<p><strong>Distinguishing only between causes and consequences is not enough; two intermediate steps are needed.<\/strong> <strong>A wrong strategy is a cause<\/strong>; <strong>the fall in contribution margin<\/strong> it provokes is the <strong>mechanism<\/strong>; <strong>declining EBITDA<\/strong> is an <strong>indicator<\/strong>, which says nothing about the origin; <strong>and the liquidity squeeze is the consequence.<\/strong><\/p>\n<p>The distinction avoids frequent errors: negative <a href=\"https:\/\/maraz.es\/en\/free-cash-flow-financial-health-barometer\/\">free cash flow<\/a> can be the rational decision of a company investing in profitable growth; leverage is both cause and amplifier, and can coexist for years with a healthy company until a shock turns it into the problem; and loss of market share is a consequence that becomes a cause, because it reduces scale. Saying that a company \u201cwent bankrupt because it ran out of cash\u201d explains <em>when<\/em> the failure materialised, not <em>why<\/em> it began.<\/p>\n<h3>What the classic models say<\/h3>\n<ul>\n<li><strong>John Argenti<\/strong> (<em>Corporate Collapse<\/em>, 1976) <strong>described failure as a sequence of <em>defects<\/em><\/strong> (autocratic leadership, passive board, no budgetary control) that lead to <em>mistakes<\/em> (over-leverage, big projects, <em>overtrading<\/em>) and only at the end to <em>symptoms<\/em> (deteriorating ratios, creative accounting, missed payments).<\/li>\n<li><strong>Edward Altman<\/strong> <strong>and his Z-score (1968) are the other side of the coin: an effective symptom detector one or two years out which, like a thermometer, measures the fever but does not explain the infection.<\/strong><\/li>\n<li><strong>Michael Jensen<\/strong> (<em>Journal of Finance<\/em>, 1993) <strong>located the problem in the failure of internal control systems \u2014the board, above all\u2014 to react to industrial change that required cutting capacity and exiting businesses.<\/strong><\/li>\n<li><strong>Jim Collins<\/strong> (<em>How the Mighty Fall<\/em>, 2009) <strong>showed that the early stages of decline \u2014hubris, undisciplined growth, denial of risk\u2014 unfold while the income statement is still healthy<\/strong>.<\/li>\n<li>And <strong>Clayton Christensen<\/strong> (<em>The Innovator\u2019s Dilemma<\/em>, 1997) <strong>explained why well-managed companies are displaced: not through incompetence, but because their existing customers, their incentives and their resource allocation rationally push them to ignore innovations that at first look like worse businesses.<\/strong><\/li>\n<\/ul>\n<h2>The causes, ranked by importance<\/h2>\n<h3>Strategic causes: the first and most lethal<\/h3>\n<p><strong>Mechanism.<\/strong> <strong>The company no longer has a reason for the customer to buy from it, at a price that remunerates capital. It takes several forms<\/strong>: loss of <a href=\"https:\/\/maraz.es\/en\/competitive-advantages-and-economic-moats\/\">competitive advantage<\/a>; an obsolete business model; erratic diversification into sectors management does not understand; growth without profitability; leveraging up to grow, which turns a reversible mistake into a fatal one; and dependence on a single customer, channel or sector.<\/p>\n<p><strong>Overtrading<\/strong> deserves a separate mention: growing sales beyond what the capital base can sustain. Every additional euro of revenue requires more inventory and more customer credit; working capital requirements grow faster than profit and the company, despite making money on paper, is at the mercy of any delay in collections. It is one of the most recognisable trajectories among expanding Spanish SMEs, and it shows that undisciplined <a href=\"https:\/\/maraz.es\/en\/capital-allocation-for-ceos\/\">capital allocation<\/a> is a strategic problem before it is a financial one.<\/p>\n<p><strong>Early signals.<\/strong> Average prices that do not keep pace with cost inflation; growth by acquisition while the core business stagnates; a strategic plan that is merely an extrapolated budget; one customer above 25-30% of sales.<\/p>\n<p><strong>Later financial symptom.<\/strong> Gross margin erosion, a <a href=\"https:\/\/maraz.es\/en\/corporate-profitability-ratios\/\">ROCE<\/a> below the cost of capital for several years and a net debt\/EBITDA ratio that rises because the denominator falls, not because debt grows.<\/p>\n<h3>Governance and leadership causes: the meta-cause<\/h3>\n<p><strong>A company can get its strategy or its technology wrong and recover; what condemns it is a governance system that does not detect the error, does not challenge management, tolerates perverse incentives or fails to replace those responsible. That is why it is a meta-cause: strategy is the most frequent cause, but governance determines whether it becomes fatal.<\/strong><\/p>\n<p><strong>Mechanism.<\/strong> Power is concentrated in one person or group with no checks and balances. In the Spanish family business it takes recognisable forms: the omnipotent founder who neither delegates nor listens; a board that is non-existent, decorative or dependent on the chairman; <a href=\"https:\/\/maraz.es\/en\/family-business-succession-plan\/\">succession<\/a> left unplanned or decided by bloodline rather than ability; conflicts between family branches that paralyse decisions; and <a href=\"https:\/\/maraz.es\/en\/executive-compensation-and-value-creation\/\">executive compensation<\/a> that rewards revenue or EBITDA without looking at cash, returns or risk.<\/p>\n<p>The context is telling. According to the Spanish Family Business Institute (<em>La Empresa Familiar en Espa\u00f1a 2025<\/em>), family businesses account for 92.4% of Spain\u2019s companies and generate 70.6% of private-sector employment, yet only 29.3% have completed a generational handover and barely 1.2% are in the third generation or beyond. Not every company that does not reach the second generation has failed \u2014many are sold or wound down in an orderly way\u2014 but succession is the moment of maximum institutional fragility.<\/p>\n<p><strong>Early signals.<\/strong> A board that does not meet, or meets without papers circulated in advance; no <a href=\"https:\/\/maraz.es\/en\/family-protocol-family-business\/\">family protocol<\/a>; a single point of contact with the banks; family members in key positions without evaluation; \u201cextraordinary\u201d adjustments that recur every year; turnover of the CFO or the auditor; investments settled before the debate.<\/p>\n<p><strong>Later financial symptom.<\/strong> Low-return investments, dividends incompatible with cash generation, opaque related-party transactions and, in extreme cases, accounting manipulation to hide the deterioration.<\/p>\n<h3>Organisational and management causes<\/h3>\n<p><strong>Mechanism.<\/strong> <strong>The company grows but its organisation does not.<\/strong> The management team that was adequate at \u20ac10 million of revenue is not adequate at \u20ac60 million; the structure remains radial around the founder; the culture punishes the messenger and rewards optimism. Negative information does not travel up and the right decisions do not travel down. Add to this the <strong>adverse selection of talent<\/strong>: once the dysfunction becomes evident, the executives with the most market value leave first and the company keeps the least employable, losing precisely the capability it will need for a turnaround. This is the moment for <a href=\"https:\/\/maraz.es\/en\/restructuring-decision-making\/\">moving from the founder to an executive committee<\/a>, and it is almost never done in time.<\/p>\n<p><strong>Early signals.<\/strong> High turnover of external executives or, conversely, none at all; no CFO with real authority; management meetings where nobody disagrees; key people without successors; critical vacancies unfilled for months.<\/p>\n<p><strong>Later financial symptom.<\/strong> Rising overheads, cost overruns and project delays that end in unexpected provisions.<\/p>\n<h3>Management control and information causes<\/h3>\n<p>This cause turns a correctable problem into a terminal one, because it prevents it from being seen in time. <strong>Mechanism:<\/strong> the company does not know which products, customers or channels make money; closes its books months late; does not forecast cash; and, in the worst cases, dresses up its figures. There is a particularly dangerous variant: accounting profit that detaches from cash. Recognising revenue on optimistic forecasts, capitalising costs or piling up \u201cnon-recurring\u201d items keeps the result presentable while cash generation collapses, and robs management of the time it needed to react.<\/p>\n<p><strong>Early signals.<\/strong> No monthly <a href=\"https:\/\/maraz.es\/en\/balanced-scorecard\/\">management dashboard<\/a>; quarterly or annual closes; no cost accounting; no 13-week cash forecast; a static budget instead of a <a href=\"https:\/\/maraz.es\/en\/rolling-forecast-flexible-financial-planning\/\">rolling forecast<\/a>; recurring unexplained variances between budget and actuals.<\/p>\n<p><strong>Later financial symptom.<\/strong> Surprises: audit adjustments, restatements, losses that \u201cappear\u201d at year-end and, with them, a loss of credibility with the banks that is irreversible.<\/p>\n<h3>Market and competition causes<\/h3>\n<p><strong>Mechanism.<\/strong> <strong>Shifts in demand, competitors with radically lower cost structures, technological disruption, price pressure from concentrated customers.<\/strong> I rank them fifth not because they are infrequent, but because a well-governed, well-informed company detects them and reacts; the one that fails is the one that denies them. Demand rarely \u201cdisappears\u201d: it shifts between segments, channels or purchasing criteria, and the company responds with discounts and more commercial spend, sustaining volume at the expense of margin until the revenue decline arrives anyway.<\/p>\n<p><strong>Early signals.<\/strong> Loss of share in key segments; growing discounts; substitutes; regulatory changes announced years in advance and not built into the plan; <a href=\"https:\/\/maraz.es\/en\/benchmarking-how-to-analyse-competition\/\">benchmarking<\/a> that nobody does.<\/p>\n<p><strong>Later financial symptom.<\/strong> Falling sales or average prices and, with them, a falling contribution margin.<\/p>\n<h3>Lack of innovation and investment<\/h3>\n<p><strong>Mechanism.<\/strong> <strong>To sustain the dividend or service the debt, the company defers <a href=\"https:\/\/maraz.es\/en\/how-to-manage-capex-strategically\/\">capex<\/a> and stops reinvesting in technology, product and people<\/strong>. It is the corporate version of the elites\u2019 fear of creative destruction: protecting today\u2019s rent at the expense of tomorrow\u2019s viability. And often the problem is not a lack of ideas or technology but, as Christensen teaches, the inability to replace the business that pays the salaries with another that initially looks worse.<\/p>\n<p><strong>Early signals.<\/strong> Depreciation exceeding investment for several years; rising average age of assets; residual R&amp;D; dependence on a mature product.<\/p>\n<p><strong>Later financial symptom.<\/strong> A deceptively healthy EBITDA for a few years \u2014because nothing is being invested\u2014 followed by a collapse when the obsolete assets stop competing.<\/p>\n<h3>Operating causes<\/h3>\n<p>Production inefficiencies, uncontrolled labour or energy costs, quality problems, a fragile supply chain. They are rarely the root cause: they almost always reflect a management or information deficit. <strong>Signals:<\/strong> rising scrap, returns and complaints, lengthening lead times, unit costs rising faster than competitors\u2019. <strong>Later symptom:<\/strong> falling gross margin and higher <a href=\"https:\/\/maraz.es\/en\/what-is-working-capital-and-why-is-it-critical\/\">working capital<\/a> needs.<\/p>\n<h3>External and macroeconomic causes: the trigger, not the explanation<\/h3>\n<p>Cycles, interest rates, regulation, pandemics and energy shocks exist and do precipitate bankruptcies. But they act as the last straw, not as the load. COVID-19 and the 2022 energy spike hit entire sectors; within each sector, some companies fell and others did not, and the difference was explained by their prior leverage, their cost flexibility and the quality of their information. <strong>The shock explains the trigger; resilience explains the dispersion of outcomes.<\/strong><\/p>\n<p><strong>Early signals.<\/strong> Not the shock itself, but vulnerability to it: floating-rate debt without hedging, no <a href=\"https:\/\/maraz.es\/en\/scenario-analysis-planning-and-valuation\/\">scenario analysis<\/a> in the plan, margins too thin to absorb a cost increase.<\/p>\n<h3>Summary table: cause, early signal and financial symptom<\/h3>\n<table>\n<thead>\n<tr>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Root cause<\/strong><\/th>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Observable early signal<\/strong><\/th>\n<th style=\"text-align: center; font-weight: bold;\"><strong>Later financial symptom<\/strong><\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\"><strong>Strategic<\/strong><\/td>\n<td style=\"text-align: center;\">Flat average prices, overtrading, customer concentration<\/td>\n<td style=\"text-align: center;\">Gross margin erosion; ROCE &lt; cost of capital; rising net debt\/EBITDA<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Governance and leadership<\/strong><\/td>\n<td style=\"text-align: center;\">Ineffective board, no succession plan, incentives blind to cash and risk<\/td>\n<td style=\"text-align: center;\">Unprofitable investments; excessive dividends; accounting opacity<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Organisational<\/strong><\/td>\n<td style=\"text-align: center;\">Unrenewed team, culture that silences, flight of the best people<\/td>\n<td style=\"text-align: center;\">Rising overheads; project cost overruns<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Management control<\/strong><\/td>\n<td style=\"text-align: center;\">No dashboard, no cost accounting, profit that does not convert into cash<\/td>\n<td style=\"text-align: center;\">Audit adjustments, restatements, loss of credibility with banks<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Market and competition<\/strong><\/td>\n<td style=\"text-align: center;\">Loss of share, growing discounts, substitutes<\/td>\n<td style=\"text-align: center;\">Falling sales and contribution margin<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Under-investment<\/strong><\/td>\n<td style=\"text-align: center;\">Capex &lt; depreciation for years, ageing assets<\/td>\n<td style=\"text-align: center;\">Artificially sustained EBITDA followed by collapse<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>Operating<\/strong><\/td>\n<td style=\"text-align: center;\">Scrap, returns, rising unit costs<\/td>\n<td style=\"text-align: center;\">Falling gross margin; more working capital<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>External (trigger)<\/strong><\/td>\n<td style=\"text-align: center;\">Unhedged debt, no stress scenarios<\/td>\n<td style=\"text-align: center;\">Sudden cash shock on an already fragile structure<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<h2>The consequences: from margin to insolvency<\/h2>\n<h3>The chain of deterioration<\/h3>\n<ul>\n<li><strong>The consequences follow an almost mechanical order, and each link is the effect of the previous one and the cause of the next:<\/strong><\/li>\n<li><strong>Margins and EBITDA fall<\/strong>: usually attributed to \u201cthe competition\u201d or \u201ccosts\u201d, but it is the accounting translation of the causes above, and an EBITDA that falls two or three years in a row is a strategic signal, not a cyclical one.<\/li>\n<li><strong>Working capital absorbs cash<\/strong>: the company sustains sales by stretching collection periods, building inventory or delaying payments to suppliers.<\/li>\n<li><strong>Debt grows and is badly structured<\/strong>: credit lines, reverse factoring and short-term loans finance structural needs, the classic mistake of funding losses or long-term assets with <a href=\"https:\/\/maraz.es\/en\/short-term-vs-long-term-debt-optimising-mix\/\">short-term debt<\/a>.<\/li>\n<li><strong><a href=\"https:\/\/maraz.es\/en\/financial-covenants-how-to-negotiate-them-with-banks\/\">Covenants<\/a> are breached<\/strong> and the banking relationship shifts from commercial to recovery mode, faster still if it coincides with accounting surprises.<\/li>\n<li><strong>Then come the cascading refinancings<\/strong>, which extend maturities and add security without changing the capacity to generate cash. And the end is the insolvency process, which in Spain is reached late, as we will see.<\/li>\n<\/ul>\n<h3>The balance sheet as amplifier: when the consequence becomes a cause<\/h3>\n<p><strong>So far the chain looks linear. It is not. The financial evidence shows that, beyond a certain point, financial deterioration stops being a consequence and becomes an autonomous cause of further operating deterioration.<\/strong> Opler and Titman studied contracting industries and <strong>found that firms in the most leveraged decile lost 26% more sales than those in the least leveraged decile<\/strong>: customers and suppliers protect themselves against a fragile company, and competitors seize the chance to gain share.<\/p>\n<p>Kalemli-\u00d6zcan, Laeven and Moreno <strong>showed that, after the European crisis, the most indebted firms cut investment the most, with a stronger effect where the debt was short-term. The mechanism is exactly that of the institutional vicious circle: less cash \u2192 less investment \u2192 less competitiveness \u2192 less cash.<\/strong><\/p>\n<p><strong>The Bank of Spain<\/strong>, in its Working Paper 2219 (2022) by \u00c1lvarez, Garc\u00eda-Posada and Mayordomo, defines:<\/p>\n<ul>\n<li><strong>A financially distressed firm<\/strong> as one that, being at least five years old, has for three consecutive years an EBITDA below its interest expense and negative equity,<\/li>\n<li><strong>and a \u201czombie\u201d firm<\/strong> as one that, in that situation, receives new bank credit.<\/li>\n<\/ul>\n<h3>The tipping point<\/h3>\n<p><strong>At what point does a company stop having only a strategic problem and start having a capital structure problem as well?<\/strong> When the measures needed to recover competitiveness and the financial obligations begin to compete for the same cash. Five mechanisms then operate at once: less cash to fund the turnaround; higher effective leverage; less investment; creditors, suppliers and customers shortening their horizon; and less time, so that decisions move from \u201coptimal\u201d to \u201cpossible\u201d.<\/p>\n<p>Hence a useful idea for any board: <strong>the scarcest asset in a restructuring is not cash, it is time. Cash buys time, and time preserves alternatives.<\/strong><\/p>\n<h3>Why refinancing without addressing the cause fails<\/h3>\n<p><strong>Refinancing is an instrument, not a solution. If the business does not generate enough EBITDA to cover maintenance capex and a sustainable level of debt, extending maturities only postpones the problem and makes it bigger: it adds interest, consumes security and destroys the value that could still have been saved through a timely sale or operational restructuring.<\/strong><\/p>\n<p>The Bank of Spain\u2019s finding \u2014almost two thirds of distressed firms remained trapped in distress\u2014 is the statistical version of something any practitioner of <a href=\"https:\/\/maraz.es\/en\/refinancing-companies-in-distress-guide\/\">distressed refinancing<\/a> has seen: refinancing without a viability plan built on a diagnosis of the causes produces zombie companies, not recovered ones. That is why banks increasingly demand an <a href=\"https:\/\/maraz.es\/en\/ibr-independent-business-review\/\">Independent Business Review<\/a> before sitting down to negotiate.<\/p>\n<p>Spain\u2019s legal framework already recognises this logic. Law 16\/2022 distinguishes three stages \u2014<strong>likelihood of insolvency<\/strong> (up to two years out), <strong>imminent insolvency<\/strong> (three months) and <strong>actual insolvency<\/strong>\u2014 and its preamble justifies <a href=\"https:\/\/maraz.es\/en\/business-crisis-and-restructuring-options\/\">pre-insolvency restructuring plans<\/a> precisely on the grounds that early intervention reduces the destruction of value in economically viable companies. The tool exists; what is missing, as the data show, is using it in time.<\/p>\n<h2>Empirical evidence<\/h2>\n<h3>Business demography and the figure we should not publish<\/h3>\n<p>According to the INE\u2019s <em>Harmonised Business Demography<\/em>, 3,503,285 active companies operated in Spain in 2023 and <strong>only 41.9% of those born in 2018 were still active five years later.<\/strong> It is a defensible figure provided one adds that it measures demography, not causes: it mixes failures with voluntary closures, sales and reorganisations, and a statistical \u201cdeath\u201d is not the same as an insolvency.<\/p>\n<p>What is not defensible is the claim, so common in listicles of \u201cten reasons why companies fail\u201d, that \u201cX% fail because of poor strategy\u201d or \u201cY% for lack of cash\u201d: no homogeneous causal taxonomy exists to support it. CB Insights\u2019 well-known start-up <em>post-mortems<\/em> \u201442% no market need, 29% ran out of cash\u2014 describe young, venture-backed companies, not the established family business; and their own reading confirms the thesis: running out of cash is the final declared cause, and behind it lies the absence of a market.<\/p>\n<h3>Insolvency in 2025: more proceedings, same outcome<\/h3>\n<p>Data from the INE and the Spanish College of Registrars for the fourth quarter of 2025 show 17,632 debtors entering insolvency, 31.9% more than a year earlier, but 90.9% were individuals; legal entities numbered 1,613, up 15.5%. Counting companies only, Informa D&amp;B recorded 6,637 insolvency proceedings in 2025 (+6%), the highest figure of the decade: 4,824 formal insolvencies, 1,537 special micro-enterprise procedures (+11.5%) and only 276 restructuring plans, 16% fewer than in 2024; there were also 29,618 dissolutions. That restructuring plans \u2014the tool designed to act earlier\u2014 represent barely 4% of proceedings and have fallen says a great deal about when help is sought.<\/p>\n<h3>A portrait of the insolvent company: a business already destroying value<\/h3>\n<p>The 2025 Insolvency Yearbook of the College of Registrars, prepared with the Universitat Aut\u00f2noma de Barcelona, analysed 4,911 ordinary insolvencies, 1,427 special procedures and 4,322 sets of prior annual accounts. Its conclusions are the best proof of this article\u2019s thesis:<\/p>\n<ul>\n<li>The median company is 10 years old, has revenue of \u20ac396,754, employs 5 people and carries liabilities (\u20ac282,189) in excess of its assets (\u20ac251,239).<\/li>\n<li>67% posted a net loss, 58.2% did not generate positive cash resources to service their debt and 45% arrived with negative equity.<\/li>\n<li>Only 10.5% would have been able to repay their debts within five years.<\/li>\n<li>Of the 1,301 cases that moved past the common phase in 2025, 94.2% went straight into liquidation; for the third consecutive year, liquidations exceed 95% of the total.<\/li>\n<li>Insolvent companies are over-represented in the brackets of six or more employees relative to the central business register (DIRCE): these are not just residual micro-businesses.<\/li>\n<\/ul>\n<p><strong>The company reaches insolvency with a business that was already destroying value. Insolvency is not a liquidity accident befalling a viable business, but the financial consequence of a business that had ceased to be one.<\/strong> And it arrives so late that there is nothing left to restructure: the <a href=\"https:\/\/maraz.es\/en\/companies-in-crisis-and-the-going-concern-principle\/\">going concern principle<\/a> was broken long before anyone wrote it in the notes to the accounts.<\/p>\n<h3>SMEs and large companies fail differently<\/h3>\n<p>The OECD notes that SMEs account for close to 99% of Spanish companies and attributes part of their lower productivity to constraints on financing and talent and to lower innovation. That changes the anatomy of failure: in the SME, dependence on the owner, customer concentration, the lack of a financial cushion and rudimentary management information weigh more; in the large company, agency problems, hierarchical layers that filter the signal, and big capital or M&amp;A decisions. The SME can react faster; it can also die of a single customer or a single refinancing.<\/p>\n<h2>Illustrative cases<\/h2>\n<p>The cases below are limited to public facts. In all of them, the financial collapse was the visible end of a prior strategic or governance problem.<\/p>\n<p><strong>Abengoa: leveraged growth and opacity.<\/strong> Capital-intensive international expansion, financed with debt \u2014part of it classified as non-recourse\u2014 and governance under strong family control. Pre-insolvency filing in November 2015; in 2017, a restructuring that, according to the company itself, involved more than \u20ac8 billion in haircuts and debt-for-equity swaps and a 95% dilution for shareholders; a second one in 2019; headcount fell from more than 32,000 in 2014 to around 14,000 in 2019; and in February 2021 the parent company filed for insolvency. Three financial restructurings did not fix a cause that was not financial.<\/p>\n<p><strong>Pescanova: captured governance and falsified accounts.<\/strong> A company of family origin, chaired by the founder\u2019s son, whose top management devised from 2008 onwards mechanisms to keep obtaining financing by manipulating the accounts. Insolvency in 2013 with debt far higher than reported; in 2020 Spain\u2019s National High Court sentenced the former chairman to eight years in prison, reduced to six by the Supreme Court. It is the extreme case of the information cause at the service of the governance cause: <a href=\"https:\/\/maraz.es\/en\/from-accounting-fraud-to-bankruptcy\/\">from accounting fraud to bankruptcy<\/a> is a single step.<\/p>\n<p><strong>Carillion: when profit and cash tell different stories.<\/strong> The UK\u2019s second-largest construction company went into liquidation in January 2018. The House of Commons Library\u2019s analysis describes the mechanism: aggressive bidding, profit recognition based on optimistic forecasts and, when delays and cost overruns arrived, expected profits that turned into losses. Reported profit and cash generated diverged for years. Accounting did not cause the collapse; it hid it.<\/p>\n<p><strong>Celsa: the company survives, the owners do not.<\/strong> In September 2023, Commercial Court No. 2 of Barcelona sanctioned the restructuring plan proposed by the creditors, who became shareholders in place of the owning family. It is the clearest Spanish case under the new framework, and it carries a lesson every family business owner should internalise: <strong>enterprise value, operational continuity and equity value are three different things<\/strong>. Arriving late does not always mean losing the company; it often means the company continues with different owners.<\/p>\n<p><strong>Thomas Cook: a merger that was never digested.<\/strong> The 2007 merger with MyTravel loaded the group with debt and goodwill that never generated the expected value, on top of a declining high-street travel agency model. Near-bankruptcy in 2011, rescued with more debt; in May 2019 it wrote off \u00a31.1 billion of goodwill that its CEO linked to that merger; in September it went into liquidation. As Christensen estimates in <em>Harvard Business Review<\/em> (2011), between 70% and 90% of acquisitions fail to create the expected value: <a href=\"https:\/\/maraz.es\/en\/how-not-to-run-an-ma-deal\/\">not every M&amp;A deal should be done<\/a>.<\/p>\n<p><strong>Kodak, Blockbuster and Nokia: the creative destruction they refused to lead.<\/strong> Kodak filed for Chapter 11 in January 2012 and emerged in September 2013; Blockbuster filed in September 2010; Nokia sold its mobile phone business to Microsoft in 2013 for \u20ac5.44 billion.<\/p>\n<p>The caricature should be avoided: Kodak had digital capabilities, and its lesson is that recognising a technology is not the same as finding a model that economically replaces the old one. And at Nokia, according to Vuori and Huy (<em>Administrative Science Quarterly<\/em>, 2016), shared fear and distorted information between top management and middle managers damaged the response as much as the threat itself. In all three cases, cash was the last thing to fail.<\/p>\n<h2>Practical implications for owners and boards<\/h2>\n<h3>Diagnosing causes before the symptoms appear<\/h3>\n<p>The aim is to reverse the asymmetry in the table of the conceptual framework: to see the cause while there are still options. It requires five instruments:<\/p>\n<ul>\n<li><strong>Periodic strategic diagnosis.<\/strong> An honest review, every two or three years, of competitive position, profitability by segment and the sustainability of the model, with an outside perspective and separate from the annual budget. A <a href=\"https:\/\/maraz.es\/en\/strategic-plan-family-sme\/\">strategic plan for the family SME<\/a> is not a five-year budget.<\/li>\n<li><strong>Governance review.<\/strong> One or two independent directors with judgement and a voice, meetings with papers circulated in advance, minutes that record dissent, and incentives that look at cash and returns, not just volume.<\/li>\n<li><strong>Family protocol and succession plan.<\/strong> The protocol is not a ceremonial document but an inclusive institution: it separates ownership from management, sets criteria for access to positions and anticipates succession.<\/li>\n<li><strong>Management dashboard and 13-week cash forecast.<\/strong> Margins by product, customer and channel; monthly close in under fifteen days; reconciliation of EBITDA to cash; a weekly forecast with scenarios. If it does not exist, a <a href=\"https:\/\/maraz.es\/en\/fractional-cfo\/\">fractional CFO<\/a> can build it in weeks.<\/li>\n<li><strong>A plan with stress scenarios.<\/strong> What happens if sales fall 15%, if rates rise 200 basis points or if the largest customer is lost; and which assumption would have to be false to invalidate the strategy.<\/li>\n<\/ul>\n<h3>The five confusions that make a diagnosis worse<\/h3>\n<table>\n<thead>\n<tr>\n<th style=\"text-align: center; font-weight: bold;\"><strong>What is said<\/strong><\/th>\n<th style=\"text-align: center; font-weight: bold;\"><strong>What should be asked<\/strong><\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\"><strong>\u201cIt failed because it had no cash\u201d<\/strong><\/td>\n<td style=\"text-align: center;\">What destroyed cash generation first?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>\u201cIt had too much debt\u201d<\/strong><\/td>\n<td style=\"text-align: center;\">Was the debt a cause, an amplifier or a consequence?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>\u201cThe market changed\u201d<\/strong><\/td>\n<td style=\"text-align: center;\">Why did other competitors adapt and this company did not?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>\u201cIt did not innovate\u201d<\/strong><\/td>\n<td style=\"text-align: center;\">Did the technology, the resource allocation or the economic model fail?<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\"><strong>\u201cIt was the CEO\u2019s fault\u201d<\/strong><\/td>\n<td style=\"text-align: center;\">Which governance mechanism allowed the error to persist?<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<h3>Warning signs for the board<\/h3>\n<ul>\n<li><strong>EBITDA falls two years in a row and the explanation is always external.<\/strong><\/li>\n<li>Profit grows but cash does not; <strong>cash conversion deteriorates.<\/strong><\/li>\n<li><strong>Net financial debt grows faster than EBITDA.<\/strong><\/li>\n<li><strong>Capex has been below depreciation for several years.<\/strong><\/li>\n<li><strong>One customer exceeds 25-30% of sales<\/strong>.<\/li>\n<li><strong>The monthly close takes more than a month, or the auditor proposes material adjustments.<\/strong><\/li>\n<li><strong>There is no cash forecast.<\/strong><\/li>\n<li><strong>Credit lines are permanently drawn.<\/strong><\/li>\n<li><strong>The company refinances for the second time<\/strong> in three years without operational changes.<\/li>\n<li><strong>The board has not discussed the CEO\u2019s succession, and the executives who disagree leave.<\/strong><\/li>\n<\/ul>\n<h3>When to seek help and in what order to act<\/h3>\n<p><strong>Earlier than seems necessary. Seeking help when a covenant is breached is seeking it late; seeking it in the first year of declining EBITDA with no structural explanation is seeking it in time,<\/strong> while there are still <a href=\"https:\/\/maraz.es\/en\/how-to-avoid-insolvency-proceedings\/\">options to avoid insolvency proceedings<\/a>. The correct sequence of a <a href=\"https:\/\/maraz.es\/en\/turnaround-management-steps-to-turn-a-company-around\/\">turnaround<\/a> is: diagnosis of causes \u2192 operational viability plan \u2192 sustainable financial structure \u2192 negotiation with creditors. Reversing it produces the zombie refinancing.<\/p>\n<p><strong>A credible plan that acts on the root cause (exiting unprofitable businesses, renewing management, strengthening governance, rebuilding information) is also <a href=\"https:\/\/maraz.es\/en\/what-banks-expect-to-refinance-a-companys-debt\/\">what banks expect<\/a> in order to provide support.<\/strong> And any serious refinancing should be conditional on governance changes \u2014separating the chair and the chief executive, bringing in independent directors, implementing management control within the first ninety days\u2014 because without them, new money finances the same mistake.<\/p>\n<h3>Maraz\u2019s perspective<\/h3>\n<p>At <a href=\"https:\/\/maraz.es\/en\/strategy-consulting\/\">Maraz Corporate Finance<\/a> we work with mid-sized and family-owned companies on three fronts that follow this logic: strategic and financial diagnosis; the <a href=\"https:\/\/maraz.es\/en\/fractional-cfo\/\">fractional CFO<\/a> function to give the company the management control it lacks, including <a href=\"https:\/\/maraz.es\/en\/fractional-cfo-liquidity-crisis-90-days\/\">stabilising cash in 90 days<\/a> when the problem has already reached the treasury; and <a href=\"https:\/\/maraz.es\/en\/restructuring-financing\/\">restructuring<\/a> and corporate transactions \u2014bringing in a partner or selling\u2014 when the root cause calls for a change of ownership or scale. The most valuable conversation is not the one that takes place with a broken covenant, but the one two years earlier. If you recognise any of the signs above, <a href=\"https:\/\/maraz.es\/en\/contact\/\">let\u2019s talk<\/a>.<\/p>\n<h2>Conclusion: institutions, not bad luck<\/h2>\n<p><strong>Acemoglu and Robinson argue that nations fail because their extractive institutions concentrate power, discourage innovation and block creative destruction. Companies fail for very similar reasons: captured governance that admits no correction, incentives that reward volume rather than value, information that hides reality and a resistance to closing the old in order to open the new. Companies do not fail because they make mistakes; they all do. They fail when the mistake survives for too long.<\/strong><\/p>\n<p><strong>Cash strain, missed payments, breached covenants and insolvency are real and painful, but they are the end of the story, not its beginning.<\/strong> The Spanish data \u2014a typical insolvent company ten years old, losing money in its ordinary business and ending in liquidation in more than 95% of cases\u2014 confirm it.<\/p>\n<p><strong>That is why the useful question is not \u201cwhy did this company go bankrupt?\u201d, but a much earlier one: which mechanism should have detected the error, who could have corrected it, and why did they not do so in time?<\/strong> <strong>Companies, like nations, can avoid it if they build inclusive institutions in time: a board with checks and balances, truthful information, planned succession and the willingness to creatively destroy what no longer works.<\/strong><\/p>\n<p>&nbsp;<\/p>\n<p><span style=\"color: #333399;\"><strong><a style=\"color: #333399;\" href=\"https:\/\/www.linkedin.com\/in\/javierderojas\/\" target=\"_blank\" rel=\"noopener\">Javier de Rojas Roca de Togores<\/a><\/strong><\/span><\/p>\n<p><span style=\"color: #333399;\"><strong>Partner &#8211; Maraz Corporate Finance<\/strong><\/span><\/p>\n<p>&nbsp;<\/p>\n<h2><em>FAQs on why companies fail<\/em><\/h2>\n<h3><em>Is a lack of liquidity the cause of a company\u2019s failure?<\/em><\/h3>\n<p><em>No: it is the consequence. Liquidity explains when the failure materialises, not why it began. Before the cash strain there have been years of margin erosion caused by strategic, governance, organisational or information failures. Treating liquidity alone \u2014refinancing, injecting cash\u2014 without correcting those causes produces zombie companies: according to the Bank of Spain, only 32% of financially distressed firms managed to recover.<\/em><\/p>\n<h3><em>What is the most frequent cause of failure in an established company?<\/em><\/h3>\n<p><em>The strategic one: the loss of a competitive advantage that justifies the customer buying from that company, at a price that remunerates capital. But the cause that decides whether that error is corrected or becomes fatal is governance. A board with checks and balances, reliable information and aligned incentives detects and corrects a poor strategy; governance captured by the founder or by a group of shareholders perpetuates it until the balance sheet runs out of time.<\/em><\/p>\n<h3><em>Which signals anticipate failure before it shows in the income statement?<\/em><\/h3>\n<p><em>The leading signals are operational and governance-related, not financial: average prices that do not keep pace with costs, loss of share in key segments, a customer above 25-30% of sales, capex below depreciation for several years, profit that does not convert into cash, a monthly close that takes more than a month, a board that does not discuss succession, and executives who disagree and leave. By the time EBITDA and cash reflect it, the problem has been operating for some time.<\/em><\/p>\n<h3><em>Why do so many refinancings fail?<\/em><\/h3>\n<p><em>Because they act on the consequence without addressing the cause. Extending maturities or granting haircuts merely postpones the problem if the business does not generate enough EBITDA to cover maintenance capex and a sustainable level of debt. Refinancings that work are preceded by a diagnosis of causes and an operational viability plan, and are usually conditional on changes in governance and management control. The evidence also shows that excess debt worsens competitive deterioration: more leveraged companies lose more sales and invest less in a downturn.<\/em><\/p>\n<h3><em>What do Spanish statistics say about companies that reach insolvency?<\/em><\/h3>\n<p><em>That they arrive late and with a business that was already destroying value. According to the 2025 Insolvency Yearbook of the Spanish College of Registrars, the median insolvent company is ten years old, loses money in its ordinary business, has negative equity in 45% of cases and only 10.5% could repay their debts within five years; and for the third consecutive year more than 95% of outcomes end in liquidation. Pre-insolvency restructuring plans, designed to act earlier, were barely 4% of proceedings in 2025.<\/em><\/p>\n<h3><em>When should a company seek outside help, and from whom?<\/em><\/h3>\n<p><em>Before the problem reaches the treasury: in the first year of declining EBITDA with no structural explanation, with an unresolved succession or with a board that no longer debates. The framework of Law 16\/2022 allows action at the stage of likelihood of insolvency, when there is still value to protect. The right help begins with a strategic and governance diagnosis \u2014not with a bank negotiator\u2014 and continues, depending on the case, with a fractional CFO who rebuilds management control, a restructuring plan, or a corporate transaction that brings in the partner or the scale the company needs.<\/em><\/p>\n","protected":false},"excerpt":{"rendered":"<p>Why companies fail Companies do not fail because they run out of cash: they run out of cash because their strategy, their governance and their information systems failed first. The cash squeeze is the last link \u2014the most visible one\u2014 in a causal chain that began years earlier. In 2012, Daron Acemoglu and James Robinson [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":7697,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[169],"tags":[],"class_list":["post-7696","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-strategy"],"acf":{"team_member_autor":{"ID":1417,"post_author":"3","post_date":"2025-03-17 16:11:58","post_date_gmt":"2025-03-17 15:11:58","post_content":"","post_title":"Javier de Rojas Roca de Togores","post_excerpt":"","post_status":"publish","comment_status":"closed","ping_status":"closed","post_password":"","post_name":"javier-de-rojas-roca-de-togores","to_ping":"","pinged":"","post_modified":"2026-10-07 13:24:42","post_modified_gmt":"2026-10-07 11:24:42","post_content_filtered":"","post_parent":0,"guid":"https:\/\/maraz.es\/?post_type=team_member&#038;p=1417","menu_order":0,"post_type":"team_member","post_mime_type":"","comment_count":"0","filter":"raw"}},"_links":{"self":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/7696","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/comments?post=7696"}],"version-history":[{"count":1,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/7696\/revisions"}],"predecessor-version":[{"id":7698,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/7696\/revisions\/7698"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media\/7697"}],"wp:attachment":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media?parent=7696"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/categories?post=7696"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/tags?post=7696"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}