Is it All About Money? – Affective Commitment and the Difference Between Family and Non‐family Sellers in Buyouts

In this paper we investigate private equity firm perceptions of sellers’ affective deal commitment in buyout transactions. Using a sample of 174 buyouts, we test trust, goal congruence and private equity reputation as potential antecedents of perceived deal commitment. We also examine whether and how different types of sellers, family versus non‐family firms, moderate sources of perceived affective deal commitment. In sum, we find evidence that non‐financial factors play a role in buyouts, particularly for family firm sellers.     

Sustaining the Buyout Governance Model: Inside Secondary Management Buyout Boards

This paper examines the impact of private equity (PE) directors and their human capital on operating performance in a unique hand‐collected sample of 200 secondary management buyouts (SMBOs) during 2000–2015. It shows that PE directors’ human capital tends to play a statistically and economically important role in performance. Financial (rather than operational) experience of PE directors in acquiring PE firms tends to have a substantial impact on post‐SMBO profitability, while high‐level business education is especially important in post‐SMBO growth performance enhancement. Complementary expertise, provided by directors in buying and selling PE firms, plays an important role only in post‐SMBO growth improvements. Overall, the paper's results provide evidence that governance benefits of the buyout model tend not to be exhausted in the primary buyout stage, but the effects in the secondary buyout phase depend on the nature of PE directors’ human capital resource, notably in respect of the balance between board monitoring and advisory roles. This study therefore adds to growing evidence on how the ownership and life‐cycle nature of firms affect sustainability of boards fulfilling their roles. The results are robust to sample selection bias, different types of PE firms and different measures of human capital.     

Corporate Governance und Eigenkapitalkosten - Bestandsaufnahme des Schrifttums unter besonderer Ber��cksichtigung des Informationsaspektes und Forschungsperspektiven

The present paper provides an overview of research concerning the relationship between corporate governance and the cost of equity capital. The purpose is to explore whether and to what extent corporate governance attributes manifest in firms?? cost of capital. Since the separation of ownership and control is seen as the starting point for the academic thinking on this issue, the term of corporate governance from a shareholder perspective is discussed in more detail. Apart from this terminological discussion the emphasis of this paper lies on the critical review of theoretical and empirical literature. In conducting this review, empirical concepts measuring the relevant dimensions and their potential limitations are explained. Based on these limitations I suggest opportunities for expanding research on the relationship between corporate governance and cost of equity capital, thereby showing future research directions.     

Asian Family Firms through Corporate Governance and Institutions: A Systematic Review of the Literature and Agenda for Future Research

Although the corporate governance model of Asian family firms has recently gained increased attention, it remains unclear how these firms’ corporate governance mechanisms (and their effectiveness) differ from those of family firms in the western world. Drawing upon a comparative institutional perspective, this paper systematically reviews 148 published articles in peer‐reviewed journals from 1980 to 2015. The aim of this paper is to contribute to the understanding of institutional complementarities that constitute informal governance mechanisms adopted by Asian family firms by considering a wider set of institutional factors (i.e. political environment, cultural values and social norms) embedded in the Asian context. The main findings suggest that: (i) given the lack of market‐supporting institutions and the presence of strong political control over Asian economies, family firms tend to cultivate political connections to respond to the failure of legal systems; (ii) Asian family firms still rely heavily on personal networks (e.g. guanxi) to reduce uncertainty, strengthen business ties, and gain access to external resources; and (iii) cultural values and social norms (e.g. ‘face’ saving, reputational concerns and adult child adoption) lead to functionally equivalent corporate governance mechanisms in Asian family firms. The downstream effects of such mechanisms are also discussed, and future research avenues are identified.     

The Effects of “Going Private” Using Private Equity: The Newly Private Corporation and the Dimensions of Corporate Performance

The trend toward private ownership of corporations prompts a reexamination of the dimensions of corporate performance under a governance system that includes powerful owners and a reduced public presence. Using insights from corporate social responsibility and stakeholder theories and informed by agency theory, we develop a model regarding the performance implications of public corporations going private through the use of private equity. We put forth that in general going private tends to result in greater emphasis on corporate financial performance and in lesser emphasis on corporate social performance (CSP). Yet several variables, including the firm's capitalization, its post‐going‐private exit strategy, and its managerial discretion, are proposed to moderate the negative relationship between going private and CSP.     

The governance role of multiple large shareholders: evidence from the valuation of cash holdings

This paper investigates the governance role of multiple large shareholders (MLS, henceforth), as evidenced by their impact on the valuation of cash holdings. For a sample of 2,723 firms from 22 countries, we find that the presence of MLS enhances the valuation of firms’ cash holdings. In particular, we show that the valuation of cash is positively associated with an even distribution of blockholders’ voting rights and with higher contestability of the largest shareholder’s control. We also show that the impact of MLS on the valuation of cash holdings is more pronounced for family-controlled firms, consistent with investors perceiving family owners as associated with greater expropriation risk. Overall, our results contribute to the literature on corporate governance by showing that MLS improve internal monitoring and moderate the agency costs of firms’ cash holdings.     

政府治理、产权偏好与资本投资

本文从投资机会和融资约束视角分析了地方政府治理水平影响企业投资行为的机制,认为地方政府通过提供高质量的公共治理水平,帮助企业获得更多的投资机会和融资渠道,扩大企业投资规模,提高投资效率。以我国2005-2007年间上市公司为研究样本,本文实证检验的结果表明,较高的地方政府治理水平会提高公司的资本投资规模;政府治理影响企业资本投资与投资机会的敏感度在民营企业中更为显著,政府治理对国有企业资本投资的影响随着实际控制人的行政级别提高而降低。进一步研究发现,政府治理能够降低企业的融资约束,提高企业投资效率。     

股权结构的适度性与公司治理效率

股权结构与公司治理效率存在着密切的关系,在一定条件下,股权结构决定着公司治理结构,适度的股权结构又是影响公司治理效率的决定因素之一。本文从股权结构的适度性角度来考察德美日公司的治理效率,并在此基础上提出了建立有效的公司治理的股权结构适度性模型,从而对转轨时期的中国企业公司治理改革具有一定的参考价值。     

The substitution of governance mechanisms in the evolution of family firms

This paper examines how family firms substitute corporate governance with family governance and self-governance at different stages of their development. We argue that the types of agency problems that family firms face as they pass from one generation to the next determine the extent to which these mechanisms can be used as substitutes for one another. Our empirical investigation provides evidence that in the early stages of a family firm's life cycle, instruments of self-governance lessen the need for mechanisms of corporate governance, whereas in the later stages, instruments of family governance can substitute for mechanisms of corporate governance.     

Beyond the “silo view” of strategic management and corporate governance: evidence from Fiat,Telecom Italia and Unicredit

While corporate governance and strategic management have for a long time suffered from artificial separation and, therefore, generally been tackled in a secluded manner, their combined organizational impact makes them stringently related to one another in the firms’ evolution. In this paper, we argue that, transcending the “silo view” of corporate governance and strategic management, time has come to acknowledge that, depending on circumstances and time periods, within a firm is possible to detect the relative dominance of corporate governance over strategic management, rather than the leadership of strategic management over corporate governance. Drawing on a contingency approach, we dissect the relationships (and the mechanisms that control it) between the strategic function (i.e., which defines the firms’ strategy and supervisions its implementation) and the governance function (i.e., the congruence assessment between the firm strategy selected and the interests of the ownership and of other relevant stakeholders represented in the board of directors and the effectiveness appraisal of the entrepreneurial action). Then, by performing a thorough retrospective qualitative analysis of three relevant case-histories of Italian firms (Fiat, Telecom Italia and Unicredit) operating in three different industries (automobile, banking and telecommunications), we surmise that, either in corporate governance (board) oriented or in strategic management (CEO) oriented companies, the ‘real’ problems arise when the quality of corporate governance or strategic management is poor. Interestingly, we eventually suggest to adopt a value-based approach to the relationship between corporate governance and strategy that may fruitfully complement the contingency perspective taken at the onset of the work.     

Effect of the board of directors and the audit committee on firm performance: a panel data analysis

This research examines the relationship between independent directors, the audit committee (AC), and firm performance, taking into account the impact of the chief executive officer’s powers and block shareholders. We use the maximum likelihood estimator, based on agency theory assumptions and cylindered panel data, to examine three models of firm performance. The results show that the independence of the board is reflected clearly by increased economic and equity performance of the firm. However, an AC that is fully independent or meets frequently is associated with lower firm performance. Unlike pension funds, institutional shareholders can be considered an effective control mechanism in the context of France. Our results development includes advanced explanations for market liquidity and shareholders’ portfolios. The study period ends before the European regulation on ACs came into effect in 2008. This allows for an appreciation of soft law in French corporate governance. It also lets us compare the data with the way firms operate their boards one decade later. The evidence provides useful guidelines on the supremacy of soft law in corporate governance and suggests that the composition and functioning of the board of directors should be moderated based on the firms’ context. The specificity of the cylindered panel data helps to better examine the impact of the board and AC’s independence and functioning in French corporate governance structure.     

家族期望落差与创业退出：基于中国数据的分析

作为创业过程的重要活动之一, 创业退出并未引起学者太多的关注, 大多数现有研究文献从企业家、企业、行业和宏观环境去分析创业退出的原因, 而忽略了创业家族的影响.本文以家族期望作为分析单元, 从理论上探讨了家族期望落差与创业退出之间的关系, 以及寻租活动在其间的传导效应.本文的经验分析主要得到了以下研究结论: (1) 新创企业的创始人及其家族具有多重期望目标, 包括家族财富、家族声望、家族团结以及人丁兴旺期望的实现. (2) 家族期望落差对企业家是否选择创业退出具有显著的影响, 即家族的财富丰腴、团结和谐和社会声望期望落差越大则家族企业创始人越倾向于退出经营领域, 而人丁兴旺期望落差越小则越有可能坚持创业. (3) 寻租行为在家族期望落差与创业退出之间起中介传导效应, 即家族期望的未实现将导致企业主倾向于选择非法性寻租行为, 而寻租的高成本与潜在的风险则会进一步增加其退出创业的可能性.     

Governance structure and internationalization of family-controlled firms: The mediating role of international entrepreneurial orientation

Stemming from resource dependence theory this article investigates the mediating role of international entrepreneurial orientation on the relationship between the involvement of non-family members in the firms' governance structure and both pace of internationalization and international performance of family firms. Relying on a sample of 113 German family firms, the theoretical model proposed in the study is tested via structural equation modeling techniques. Our findings suggest that a high involvement of non-family members in governance structure has a positive impact on family firms' pace of internationalization, and that this relationship is mediated by the international entrepreneurial orientation of the firm. The discussion section offers implications for family business and international entrepreneurship literature, as well as practical implications.     

Governance,boards and value co-creation: Changing perspectives towards a service dominant logic

In this multidisciplinary and conceptual paper, we use insights from new and challenging developments in the management and marketing literature to inform corporate governance research. We shed light on the role of governance and specifically boards of directors in value creation in small and medium enterprises. While corporate governance research mostly tends to emphasise the role of governance mechanisms such as boards in the protection and distribution of value, our research problematises such a narrow view and (re)conceptualises their role in value co-creation. By exploring the role of boards as resource integrators within a wider service ecosystem, we propose novel ways in which boards can become integral to firms’ value creation processes. In doing so, we develop a new logic for framing the boards’ tasks and suggest new directions for corporate governance research and practice. We apply an empirical conceptualisation strategy in order to make our findings more accessible.     

A cyclical view of the relationship between corporate governance and strategic management

The vast majority of research on the relationship between corporate governance and strategic management focuses on the impact of corporate governance on strategic management. In this article we propose a cyclical model, highlighting that strategic decisions can also affect corporate governance through shaping firm ownership structure. We discuss the impacts of strategic decisions on firm ownership structure and corporate governance in the contexts of publicly traded firms, private firms, and the privatization of state-owned enterprises. We hope that our cyclical model can promote researchers to develop a more complete view about the relationships between strategic management, ownership structure, and corporate governance.     

Comparing corporate governance practices and exit decisions between US and Japanese firms

This study examines how widespread the similarities between US and Japanese corporate governance practices have become. Results suggest that, in spite of convergence in many areas of business practices, Japanese board structures and governance practices still differ greatly from those in the United States—particularly in Securities and Exchange Commission-mandated reforms such as independent audit and compensation committees. Our results suggest that corporate governance differences between Japanese and US firms may be driven, in part, by differences in directors’ recognition of investors’ performance expectations. In particular, results indicate that the exit barriers related to employment influence decision-making for Japanese directors more strongly than they affect US directors’ decisions. Board independence—particularly with respect to audit and compensation committee membership—reduces the height of perceived exit barriers. Results suggest that, in spite of convergence in many areas of business practices, Japanese board structures and governance practices still differ greatly from those in the United States although it does not conclude that the transition is necessarily desirable.     

Ownership structure,investors’ protection and corporate valuation: the effect of judicial system efficiency in family and non-family firms

Research on the effect of ownership structure on firm performance shows no convergent evidence concerning the sign and form of the above-mentioned relationship. Similarly, there is no homogeneous evidence documenting family ownership concentration is always positively or negatively correlated with firm value, or irrelevant. This paper analyses whether and how the de facto investor protection provided by the judicial system affects the relationship between corporate performance and ownership structure in 1314 firms operating in four European countries (Germany, France, Italy, and Spain) over a five-year period, 2010–2014. Moreover, we analyse whether judicial system efficiency influences if and how family firms in the controlling coalition collude for expropriating minority shareholders. Our findings show that the level of shareholder protection, derived from judicial efficiency, is relevant to the relationship between ownership structure and firm performance, thus corroborating literature in that institutional contexts matter in explaining such relations. The results suggest the need for more efficient external mechanisms of corporate governance to facilitate investment in equity capital, thus decreasing the country risk perceived by investors.     

The relationship between corporate governance and the cost of equity capital. Evidence from the Italian stock exchange

The aim of this paper is to investigate the relationship between corporate governance (CG), in terms of its internal significance, and the cost of equity capital (CEC), based on a sample of companies listed on the Italian Stock exchange on 31/12/2009. We used Italy as a case study mainly because we expect that the key features of the Italian setting in terms of financial markets and corporate governance will impact on the relationship between CG and CEC. On the basis of a literature review, we identify the attributes of internal CG predicted as having a direct effect on CEC. The selected CG attributes (board independence, board size, existence of the audit and the nomination/remuneration committees and independence of board committees) have been used to construct a comprehensive corporate governance quality index for each firm. The CG score, as indicator of CG quality, is the independent variable of the multiple regression equation that brings together CG score and CEC (dependent variable), after controlling for the variables related to the risk. This paper belongs to the current of research regarding the relationship between CG and CEC, and it contributes to the literature dealing with CG and firm value determinants, by providing additional information concerning the impact of CG on another important determinant of firm value, i.e. CEC, in a context, that of Italy, which has not been extensively explored in previous research. The main contribution of the paper hinges on the setting chosen, in terms of how CG and key financial markets features impact on the relationship between CG and CEC offering new insights not previously addressed by literature. The results provide evidence of a significant association between the CG score and the firm’s equity capitalcost, after controlling for differences in the Fama and French (J Financial Econ 33:3-56, 1993) risk factors.     

Product market competition and analyst following

In this study, we investigate the link between product market competition and the extent of a firm’s analyst following. Our research is motivated by prior studies on analyst coverage, as well as the literature pertaining to the informational and monitoring role of product market competition. Using a sample of 520 French listed firms over 2000–2013, we find support to the hypothesis that the number of analysts following a firm decreases with the intensification of competition. This result suggests that the disciplinary power of product market competition makes investors more confident that firms are well monitored, which reduces their incentives to seek additional private information produced by financial analysts. In short, our findings corroborate previous evidence that there is a substitution effect between competition and other external corporate governance mechanisms, especially analyst following. Our results also shed more light on how the quality of firms’ monitoring mechanisms and information environment is affected by the intensity of product market competition.     

经营能力、协调治理与企业绩效:基于中国数据的实证研究

在解释企业绩效差异性时,无论是委托代理理论还是能力理论都存在一定的片面性。而结合治理机制与经营能力以探讨企业的竞争力,可以为深入理解企业的性质和成长差异性提供更为丰富的解释。本文立足于企业家要素,以能力理论和委托代理理论为基础,并基于国内283份企业数据,从经营能力和协调治理机制的单因素、多因素以及它们的相互作用三个方面统计检验了企业绩效差异性的渊泉。本文的研究结果表明,当对经营能力、协调治理分别进行考察时,这些因素的不同指标都在一定程度上影响到企业的绩效;当对这些因素进行综合考察时,经营能力的贡献则明显高于治理因子的作用;经营能力与协调治理之间存在较弱的互补性,并且这种作用主要体现为改进市场潜力而不是投资净收益。