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Bargaining on Board Structure at the Initial Public Offering

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  • 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
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    References listed on IDEAS

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    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.
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    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.

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    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

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