IDEAS home Printed from https://ideas.repec.org/a/kap/jmgtgv/v9y2005i2p171-198.html
   My bibliography  Save this article

Bargaining on Board Structure at the Initial Public Offering

Author

Listed:
  • Peter Roosenboom

Abstract

Going public often creates an agency conflict between the owner-manager and minority shareholders. One possible way to resolve this conflict is through independent board monitoring. But board monitoring does not arise automatically in IPO companies. Owner-managers tend to entrench and capture the board. Analyzing a sample of French IPO firms, we find that the fraction of independent directors declines if the owner-manager is more powerful. However, we find that large pre-IPO non-management shareholders, such as venture capitalists, are successful in bargaining on board composition. These shareholders are successful in opposing the owner-manager and prevent a further reduction in the proportion of independent directors in the board. We also find that these shareholders contract on board composition in shareholder agreements. Copyright Springer 2005

Suggested Citation

  • Peter Roosenboom, 2005. "Bargaining on Board Structure at the Initial Public Offering," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 9(2), pages 171-198, June.
    • Handle: RePEc:kap:jmgtgv:v:9:y:2005:i:2:p:171-198
    DOI: 10.1007/s10997-005-4035-8
    as

    Download full text from publisher

    File URL: http://hdl.handle.net/10.1007/s10997-005-4035-8
    Download Restriction: Access to full text is restricted to subscribers.
    File URL: https://libkey.io/10.1007/s10997-005-4035-8?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Gilles Chemla & Michel A. Habib & Alexander Ljungqvist, 2007. "An Analysis of Shareholder Agreements," Journal of the European Economic Association, MIT Press, vol. 5(1), pages 93-121, March.
    2. McCahery, Joseph A. & Moerland, Piet & Raaijmakers, Theo & Renneboog, Luc (ed.), 2002. "Corporate Governance Regimes: Convergence and Diversity," OUP Catalogue, Oxford University Press, number 9780199247875.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Iwasaki, Ichiro, 2008. "The determinants of board composition in a transforming economy: Evidence from Russia," Journal of Corporate Finance, Elsevier, vol. 14(5), pages 532-549, December.
    2. Iwasaki, Ichiro & Ma, Xinxin & Mizobata, Satoshi, 2023. "Board generational diversity in emerging markets," Emerging Markets Review, Elsevier, vol. 55(C).
    3. Michael Firth & Sonia Wong & Yong Yang, 2014. "The double-edged sword of CEO/chairperson duality in corporatized state-owned firms: evidence from top management turnover in China," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 18(1), pages 207-244, February.
    4. Ryan Federo & Yuliya Ponomareva & Ruth V. Aguilera & Angel Saz‐Carranza & Carlos Losada, 2020. "Bringing owners back on board: A review of the role of ownership type in board governance," Corporate Governance: An International Review, Wiley Blackwell, vol. 28(6), pages 348-371, November.
    5. repec:dau:papers:123456789/2941 is not listed on IDEAS
    6. Iwasaki, Ichiro & 岩﨑, 一郎 & イワサキ, イチロウ, 2007. "Endogenous board formation and its determinants in a transition economy: evidence from Russia," CEI Working Paper Series 2007-1, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
    7. Cirillo, Alessandro & Romano, Mauro & Pennacchio, Luca, 2015. "All the power in two hands: The role of CEOs in family IPOs," European Management Journal, Elsevier, vol. 33(5), pages 392-406.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Goergen, Marc & Manjon, Miguel C. & Renneboog, Luc, 2008. "Recent developments in German corporate governance," International Review of Law and Economics, Elsevier, vol. 28(3), pages 175-193, September.
    2. Marc Goergen & Luc Renneboog, 2004. "Shareholder Wealth Effects of European Domestic and Cross‐border Takeover Bids," European Financial Management, European Financial Management Association, vol. 10(1), pages 9-45, March.
    3. Peter Wirtz & Pierre-Yves Gomez, 2008. "Institutionnalisation des régimes de gouvernance et rôle des institutions socles : le cas de la cogestion allemande," Post-Print halshs-00746276, HAL.
    4. Andres, Christian & Betzer, André & Goergen, Marc, 2011. "Dividend policy, corporate control and tax clienteles: The case of Germany," CFS Working Paper Series 2011/16, Center for Financial Studies (CFS).
    5. Martynova, M. & Renneboog, L.D.R., 2010. "A Corporate Governance Index : Convergence and Diversity of National Corporate Governance Regulations," Discussion Paper 2010-17, Tilburg University, Center for Economic Research.
    6. Leonardo Felli & Alessandro Riboni & Luca Anderlini, 2007. "Statute Law or Case Law?," 2007 Meeting Papers 952, Society for Economic Dynamics.
    7. Patrick W Schmitz, 2022. "How (Not) to Purchase Novel Goods and Services: Specific Performance Versus at-will Contracts," The Economic Journal, Royal Economic Society, vol. 132(647), pages 2563-2577.
    8. Andre Leonardo Pruner da Silva & Jeferson Lana & Rosilene Marcon, 2018. "Agreeing and Impacting: The Effect of the Shareholders' Agreement on Firms' Market Value," Brazilian Business Review, Fucape Business School, vol. 15(1), pages 88-104, January.
    9. Uwe Walz & Carsten Bienz, 2006. "Evolution of Decision and Control Rights in Venture Capital Contracts: An Empirical Analysis," FMG Discussion Papers dp585, Financial Markets Group.
    10. Kind, Axel & Schläpfer, Yves, 2011. "Are forced CEO turnovers good or bad news?," Working papers 2011/10, Faculty of Business and Economics - University of Basel.
    11. Issam Abdo Ahmad & Ali Fakih, 2022. "Does the legal form matter for firm performance in the MENA region?," Annals of Public and Cooperative Economics, Wiley Blackwell, vol. 93(1), pages 205-227, March.
    12. Kammerlander, Nadine & Sieger, Philipp & Voordeckers, Wim & Zellweger, Thomas, 2015. "Value creation in family firms: A model of fit," Journal of Family Business Strategy, Elsevier, vol. 6(2), pages 63-72.
    13. Roosenboom, Peter & van der Goot, Tjalling, 2005. "The effect of ownership and control on market valuation: Evidence from initial public offerings in The Netherlands," International Review of Financial Analysis, Elsevier, vol. 14(1), pages 43-59.
    14. Marc Goergen & Miguel Manjon & Luc Renneboog, 2008. "Is the German system of corporate governance converging towards the Anglo-American model?," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(1), pages 37-71, March.
    15. Renneboog, L.D.R. & Trojanowski, G., 2002. "The Managerial Labor Market and the Governance Role of Shareholder Control Structures in the UK," Discussion Paper 2002-68, Tilburg University, Center for Economic Research.
    16. Jean-Etienne de Bettignies & Gilles Chemla, 2008. "Corporate Venturing, Allocation of Talent, and Competition for Star Managers," Management Science, INFORMS, vol. 54(3), pages 505-521, March.
    17. Max Berre & Benjamin Le Pendeven, 2023. "What do we know about startup-valuation drivers? A systematic literature review 1," Post-Print hal-04232855, HAL.
    18. Christian Andres & André Betzer & Inga Bongard & Marc Goergen, 2019. "Dividend policy, corporate control and the tax status of the controlling shareholder," Economia e Politica Industriale: Journal of Industrial and Business Economics, Springer;Associazione Amici di Economia e Politica Industriale, vol. 46(2), pages 157-189, June.
    19. María‐Angeles de Frutos & Thomas Kittsteiner, 2008. "Efficient partnership dissolution under buy‐sell clauses," RAND Journal of Economics, RAND Corporation, vol. 39(1), pages 184-198, March.
    20. Carvalhal, Andre, 2012. "Do shareholder agreements affect market valuation?," Journal of Corporate Finance, Elsevier, vol. 18(4), pages 919-933.

    More about this item

    Keywords

    boards; initial public offerings (IPOs); going public; G32; G34;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:kap:jmgtgv:v:9:y:2005:i:2:p:171-198. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Sonal Shukla or Springer Nature Abstracting and Indexing (email available below). General contact details of provider: http://www.springer.com .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.