Heirs to the Jack Daniel’s Fortune Are Fending Off a Takeover—and a Rogue Cousin

LOUISVILLE, Ky.—Each summer, the heirs to one of America’s biggest liquor fortunes gather in the heart of bourbon country for a family picnic. This year there was much to discuss and little to celebrate.

Profits are shrinking at Brown-Forman BF.B 0.11%increase; up pointing triangle, and people are drinking less of its flagship Jack Daniel’s whiskey. The CEO is leaving. Shares in the spirits giant have shrunk in value by 60% over the past five years amid a record-setting stock-market rally. Talks to merge with a competitor fell apart in the spring, and a crosstown rival has made a $15 billion hostile takeover bid.

The troubles have opened a rift within the extended family that for more than 150 years has controlled Brown-Forman, amassing a collective wealth that Forbes puts at $11 billion. Brown family members have used their fortunes to buy horse farms, collect art and amass a weapons collection—including Buffalo Bill’s rifle—now displayed at a local museum. They are akin to royalty in their hometown of Louisville.

Shortly before the family’s July picnic, two of the heirs sent a scathing seven-page letter to more than 130 of their relatives. Their company was in crisis and management had enriched itself despite a failing strategy, they wrote, accusing the board and other family members of keeping them in the dark about merger discussions.

“The numbers are stark and undeniable,” said the July 10 letter, which was reviewed by The Wall Street Journal. “Brown-Forman’s stock price has fallen from the mid-$70s per share to the mid-$20s per share over the past three years, eliminating billions of dollars of generational wealth for the Brown family and all other shareholders.”

“The board is rewarding failure, and doing so lavishly and publicly,” the letter said. In one especially pointed critique, the authors compared Jack Daniel’s to Baskin-Robbins ice cream because the whiskey is now sold in so many flavor options.

The letter was signed by W.L. Lyons Brown III and his brother Stuart R. Brown. Their father ran Brown-Forman during the 1970s and was chairman of its board in the 1980s. But these days, the two brothers are very much outsiders—playing the role of agitators in the kind of drama that can erupt in wealthy families as sizable fortunes filter down through the generations.

“The letter speaks for itself,” Lyons Brown, 66, said in a phone call from his home in Wyoming. He was pressured to resign from the company in 2002 following a dust-up with then-CEO Owsley Brown II, his uncle. Lyons had ruffled feathers by flipping an organizational chart upside down at a sales meeting and urging the sales force to challenge conventional wisdom.

At first, he moved to California and started his own liquor business, competing with his family by offering products such as High N’ Wicked Kentucky Straight Bourbon. He also co-founded the now defunct Elysium Honey, which emphasized “low-disturbance” beekeeping.

After six generations, the founding family of Brown-Forman still holds at least 70% of the company’s voting shares, though their holdings are now divided among more than 100 heirs. Although Lyons Brown and his brother inherited stakes as fifth-generation family members, they aren’t part of a family investment vehicle that has consolidated most of the clan’s voting power, giving them limited sway over decision-making unless they can persuade other family members to support them.

The dispute is playing out against a difficult market for liquor, especially the whiskey and bourbons that are Brown-Forman’s flagship products. Americans are drinking less, with a Gallup poll recently notching the lowest percentage of drinkers in the nearly 90-year run of the survey. They are pinching pennies in an inflationary environment, choosing ready-to-drink canned cocktails instead of straight whiskey and using cannabis and THC drinks.

Last year Brown-Forman laid off 12% of its 5,400 employees due to weaker sales. The company closed the cooperage in Louisville that made barrels to store its spirits, with an aim of getting more than $30 million in proceeds.

Marshall Farrer, 55, a fifth-generation descendant who is chairman of Brown-Forman’s board, has tried to keep the peace. After a takeover approach from crosstown rival Sazerac, he emailed a letter on behalf of the company to family shareholders telling them that the proposal wasn’t “actionable” and their company remains in a strong position.

“Thank you for your commitment, your patience, and your belief in Brown-Forman’s future. It continues to anchor this company,” Farrer wrote on July 26, encouraging family members to reach out to him with any questions.

Like many of his relatives, Farrer has worked at the company, including stints in Latin America, Australia and Europe. After college and a job making wine at a Napa Valley vineyard, he got an M.B.A. to comply with a family policy that any descendant who works at Brown-Forman have two degrees before joining the business. He took over as chairman in 2025, becoming the 10th Brown family member to hold the title.

At the company’s annual shareholder meeting in July, he acknowledged the challenges the company faces and defended its strategy.

“I’ve heard the questions and concerns. I’ve heard the desire to see Brown-Forman regain momentum, and those conversations matter,” Farrer said. “We focus on what we can control. We protect the strength of our brands. We invest in our people, and we make decisions with a long-term view. Those principles have carried us through every chapter of our history, and they will carry us through this one.”

“Sometimes you think of the Southern company that’s very nice and generous with each other,” he said. “There’s a lot more toughness going on, and we’ve had to be a little bit tougher in the last couple of years as conditions have gotten so much weaker.”

Brown family members adopted a “Family Constitution,” and in the 2000s it was printed on bottles of Old Forester, the bourbon they have been selling since 1870. The constitution pledged “long-term growth and independence through the family’s control.” The label also read: “We are also committed to inter-family relationships that reflect trust, respect and diplomatic candor.”

The pledge was tested earlier this year when company CEO Lawson Whiting and George Garvin Brown IV, a former Brown-Forman chairman, explored a potential merger with France’s Pernod Ricard, maker of Absolut vodka and Jameson Irish whiskey. Whiting took over as CEO in 2019.

Garvin Brown, who grew up in Canada, serves on the board of Wolf Pen Branch, a family investment entity that controls 60% of the voting power in Brown-Forman. In 2017, when serving as Brown-Forman’s board chairman, he had resisted a takeover overture from Corona brewer Constellation Brands, signing a statement saying that Brown-Forman “was not for sale.”

When other members of the family caught wind of the talks with Pernod from media reports in late March, some weren’t happy. Whiting pushed them to support a merger in a video call with family members, according to people familiar with the meeting. The CEO told the family that the deal with Pernod was the best thing for them and for the company.

The discussions, however, unraveled after Pernod and Brown-Forman couldn’t agree on a price or how to divide representation on the combined company’s board, according to people familiar with the discussions. At the time, Brown-Forman said the company ended talks after failing to reach “mutually agreeable terms.”

The turmoil caught the attention of crosstown rival Sazerac, which makes Buffalo Trace bourbon and is owned by billionaire William Goldring and his family. In May, Sazerac made an unsolicited bid to take over Brown-Forman for $15 billion in cash, which the board rebuffed.

Soon after came the July 10 letter from Lyons Brown and his brother. It questioned the decision to entertain a deal with Pernod and not engage Sazerac. “Sazerac is an American company headquartered in Louisville, Kentucky—a natural cultural and operational fit,” the letter said.

“If the Pernod Ricard transaction was Plan A, what is Plan B? The Company is in crisis,” the letter said. “No one in Wolf Pen leadership, Board leadership, or management leadership is providing shareholders with any comfort on why the Company is an investment worth holding.”

Three days later, on the morning of July 13, Whiting told the board that he would step down as CEO. The board has started a search for its next leader.

Such a deal would loosen the Brown family’s grip. For generations, descendants of founder George Garvin Brown have run the business, even after they took the company public in 1933. The family has historically held the role of board chairman and kept a controlling ownership stake. Family members currently hold four of the company’s 11 board seats. Only two non-family members have ever held the title of CEO.

A restaurant on the corporate campus, the Bourbon Street Cafe, offers employees lunch on Lenox plates inscribed with a quote in the founder’s handwriting. The plates are a reminder of a time in the 1980s when Brown-Forman acquired the Lenox china company and a luggage brand to diversify. Those efforts failed, and the company exited those businesses in the early 2000s.

More recent efforts to diversify within the liquor industry have also flopped. The company has taken charges to write down the values of Diplomático Rum and Gin Mare, two recent acquisitions.

Sales also have declined for its tequila brands, Herradura and el Jimador, leaving the business heavily reliant on struggling Jack Daniel’s. For the year ended April 30, revenue was flat at $3.9 billion, and net income fell 18%. The company has forecast flat sales for its current fiscal year.

Brown-Forman continues to pay out its dividend, which the board has increased for 42 consecutive years. The payouts totaled $427 million last fiscal year, including more than $100 million that went to members of the Brown family.

Around 2017, family leaders created the Wolf Pen Branch entity to bring order to a family tree that has many branches and has grown to about 180 living descendants, including spouses. It is named after a road in a historic area near Louisville.

Wolf Pen was set up to ensure that family members voted their shares in unison. It helped the family fend off the takeover approach from Constellation Brands that year.

Most of the Brown family have joined Wolf Pen, which has a seven-member board of its own that decides how the shares it controls are voted. Among its board members are George Garvin and Nashville lawyer Martin S. Brown Jr., who is chairman.

Some descendants, including the brothers Lyons and Stuart Brown, didn’t join the pact. Stuart, who spent about a decade on the Brown-Forman board until 2024, had worked briefly at the company in the 1990s before leaving to run a bookstore for 14 years in Colorado, where he still lives.

Lyons and Stuart are the grandsons of matriarch Sara “Sally” Brown, the widow of a former Brown-Forman chairman and mother of two former CEOs. A conservationist who purchased land and established a family estate and working farm called Ashbourne Farms, she died in 2011 at the age of 100. She was a great-grandmother of 29. Her significant shareholding power was spread to her children and their kin upon her death.

As of June 9, Wolf Pen represented 102 million of the company’s roughly 168 million outstanding Class A voting shares, securities filings show. Another Brown family entity controlled 18 million shares. There are another 290 million class B shares that have no voting rights.

Wolf Pen acts independently from Brown-Forman, but it would have to sign off on any kind of deal and, therefore, has the power to block them. Its board meets in private and rarely issues public statements. It didn’t publicly address the Pernod Ricard merger talks but did issue a statement in July saying the Sazerac takeover proposal didn’t align with its members’ vision for the company’s future.

“We are confident in the strength and competitive position of the business,” it said, “and believe the company is well-positioned to deliver long-term value for all shareholders.”