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The Determinants of Board Structure at the Initial Public Offering

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Author Info
Baker, Malcolm
Gompers, Paul A

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Abstract

This paper describes board size and composition and investigates the role of venture capital in a sample of 1,116 firms' initial public offerings. First, firms backed by venture capital have fewer insider and instrumental directors and more independent outsiders. Second, we consider board composition as the outcome of a bargain between the CEO and outside shareholders. Representation of independent outsiders on the board decreases with the power of the CEO--tenure and voting control--and increases with the power of outside investors--venture capital backing and venture firm reputation. Third, within the sample of firms financed by venture capital and also consistent with a bargaining model, the probability that a founder remains as CEO is decreasing in venture firm reputation. Finally, we examine the influence of venture capital backing and board structure on firm outcomes in the 10 years after the initial public offering.

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Publisher Info
Article provided by University of Chicago Press in its journal Journal of Law and Economics.

Volume (Year): 46 (2003)
Issue (Month): 2 (October)
Pages: 569-98
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Handle: RePEc:ucp:jlawec:y:2003:v:46:i:2:p:569-98

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  1. Renée Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2008. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," NBER Working Papers 14486, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
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  2. Lai, Richard, 2005. "Does Competition Kill Ties?," MPRA Paper 4759, University Library of Munich, Germany. [Downloadable!]
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  3. Ivanov, Vladimir I. & Masulis, Ronald W., 2008. "Corporate venture capital, strategic alliances, and the governance of newly public firms," CEI Working Paper Series 2008-15, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University. [Downloadable!]
  4. Marco Da Rin & María Fabiana Penas, 2007. "The Effect of Venture Capital on Innovation Strategies," NBER Working Papers 13636, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
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  5. Vladimir Atanasov & Vladimir Ivanov & Kate Litvak, 2007. "The Impact of Litigation on Venture Capitalist Reputation," NBER Working Papers 13641, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  6. Jean Helwege & Christo Pirinsky & René M. Stulz, 2005. "Why Do Firms Become Widely Held? An Analysis of the ynamics of Corporate Ownership," NBER Working Papers 11505, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  7. Goergen, M. & Renneboog, L.D.R. & Khurshed, A., 2004. "Shareholder lockup agreements in the European new markets," Discussion Paper 121, Tilburg University, Center for Economic Research. [Downloadable!]
  8. Renée B. Adams & Hamid Mehran, 2008. "Corporate performance, board structure, and their determinants in the banking industry," Staff Reports 330, Federal Reserve Bank of New York. [Downloadable!]
  9. Kaplan, Steven N. & Strömberg, Per, 2003. "Characteristics, Contracts and Actions: Evidence from Venture Capitalist Analyses," SIFR Research Report Series 14, Institute for Financial Research. [Downloadable!]
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  10. Lehn, Kenneth & Patro, Sukesh & Zhao, Mengxin, 2008. "Determinants of the Size and Structure of Corporate Boards: 1935-2000," CEI Working Paper Series 2008-13, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University. [Downloadable!]
  11. Asim Mishra, 2005. "INDIAN VENTURE CAPITALISTS (VCs) INVESTMENT EVALUATION CRITERIA," Finance 0507002, EconWPA. [Downloadable!]
  12. Fahlenbrach, Rudiger, 2008. "Shareholder Rights, Boards, and CEO Compensation," Working Paper Series 2008-5, Ohio State University, Charles A. Dice Center for Research in Financial Economics. [Downloadable!]
  13. Andrés Alonso, Pablo de & Azofra Palenzuela, Valentín & Romero Merino, Mª Elena, 2006. "Determinants of Nonprofit Board Size and Composition The Case of Spanish Foundations," Documentos de Trabajo "Nuevas Tendencias en Dirección de Empresas". Working Papers "New Trends on Business Administration". 2006-15, Interuniversitary Doctorate Program "New Trends on Business Administration", Universities of Valladolid, Burgos and Salamanca (Spain). Programa de Doctorado Interuniversitario "Nuevas Tendencias en Di. [Downloadable!]
  14. Helwege, Jean & Pirinsky, Christo & Stulz, Rene M., 2005. "Why Do Firms Become Widely Held? An Analysis of the Dynamics of Corporate Ownership," Working Paper Series 2005-14, Ohio State University, Charles A. Dice Center for Research in Financial Economics. [Downloadable!]
  15. Roosenboom, P.G.J. & Goot, T. van der, 2003. "Takeover defenses and IPO firm value in the Netherlands," Research Paper ERS-2003-049-ORG Revision, Erasmus Research Institute of Management (ERIM), ERIM is the joint research institute of the Rotterdam School of Management, Erasmus University and the Erasmus School of Economics (ESE) at Erasmus Uni. [Downloadable!]
  16. Aggarwal, Reena & Klapper, Leora, 2003. "Ownership structure and initial public offerings," Policy Research Working Paper Series 3103, The World Bank. [Downloadable!]
  17. Heger, Diana & Tykvová, Tereza, 2007. "You can't make an omelette without breaking eggs : the impact of venture capitalists on executive turnover," ZEW Discussion Papers 07-003, ZEW - Zentrum für Europäische Wirtschaftsforschung / Center for European Economic Research. [Downloadable!]
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