IDEAS home Printed from https://ideas.repec.org/a/kap/jmgtgv/v9y2005i2p171-198.html

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

    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. 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.
    2. Pierre-Yves Gomez & Peter Wirtz, 2008. "Institutionnalisation des régimes de gouvernance et rôle des institutions socles : le cas de la cogestion allemande," Post-Print halshs-00746276, HAL.
    3. 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).
    4. 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.
    5. Carvalhal, Andre, 2012. "Do shareholder agreements affect market valuation?," Journal of Corporate Finance, Elsevier, vol. 18(4), pages 919-933.
    6. Hui Fu & Jun Yang & Yunbi An, 2019. "Contracts for venture capital financing with double-sided moral hazard," Small Business Economics, Springer, vol. 53(1), pages 129-144, June.
    7. Boamah, Nicholas Addai & Akotey, Joseph Oscar & Aaawaar, Godfred, 2020. "Economic engagement and within emerging markets integration," Research in International Business and Finance, Elsevier, vol. 52(C).
    8. Renneboog, L.D.R. & Trojanowski, G., 2002. "The Managerial Labor Market and the Governance Role of Shareholder Control Structures in the UK," Other publications TiSEM aee04553-20a7-475a-96e1-7, Tilburg University, School of Economics and Management.
    9. Kam, Amy & Citron, David & Muradoglu, Gulnur, 2008. "Distress and restructuring in China: Does ownership matter?," China Economic Review, Elsevier, vol. 19(4), pages 567-579, December.
    10. Martynova, M. & Renneboog, L.D.R., 2006. "Mergers and Acquisitions in Europe," Other publications TiSEM 531d24e9-4f1e-4df3-80db-d, Tilburg University, School of Economics and Management.
    11. Dhillon, Amrita & Rossetto, Silvia, 2009. "Corporate Control and Multiple Large Shareholders," Economic Research Papers 271308, University of Warwick - Department of Economics.
    12. Thomas Zellweger & Nadine Kammerlander, 2015. "Family, Wealth, and Governance: An Agency Account," Entrepreneurship Theory and Practice, , vol. 39(6), pages 1281-1303, November.
    13. J.E. de Bettignies & Gilles Chemla, 2003. "Corporate Venture Capital: The Upside of Failure and Competition for Talent," Thema Working Papers 2003-45, THEMA (Théorie Economique, Modélisation et Applications), CY Cergy-Paris University, ESSEC and CNRS.
    14. Low, Daniel C.M. & Roberts, Helen & Whiting, Rosalind H., 2015. "Board gender diversity and firm performance: Empirical evidence from Hong Kong, South Korea, Malaysia and Singapore," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 381-401.
    15. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    16. 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.
    17. Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2015. "Unbundling Ownership and Control," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 24(1), pages 1-21, March.
    18. Christopher Cowton, 2011. "Putting Creditors in Their Rightful Place: Corporate Governance and Business Ethics in the Light of Limited Liability," Journal of Business Ethics, Springer, vol. 102(1), pages 21-32, March.
    19. Kabir, Md Nurul & Miah, Mohammad Dulal & Ali, Searat & Sharma, Parmendra, 2020. "Institutional and foreign ownership vis-à-vis default risk: Evidence from Japanese firms," International Review of Economics & Finance, Elsevier, vol. 69(C), pages 469-493.
    20. Mariarosa Scarlata & Luisa Alemany, 2010. "Deal Structuring in Philanthropic Venture Capital Investments: Financing Instrument, Valuation and Covenants," Journal of Business Ethics, Springer, vol. 95(2), pages 121-145, September.

    More about this item

    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.