Venture Capital Corporate Governance And Firm Value

Maik Kleinschmidt explores the determinants of venture capitalists’ influence as well as their impact on the corporate governance of portfolio companies and analyses the influence of corporate governance on the companies’ firm value. His findings support the hypothesis that venture capitalists improve the corporate governance of their portfolio companies and that their abilities determine their impact. Moreover, they show the positive impact of good corporate governance on some measures for firm value.

Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: decisions under uncertainty when the risks of opportunism of the parties is very high; contract incompleteness and ex post conflicts; protection of convertible bondholders in mergers and acquisitions and in assets disposal; use of convertible bonds to reorganise and restructure a firm; timing of the conversion and the issuer’s call option; majority-minority conflict in venture capital financing; duty of loyalty; fiduciary duties to preference shareholders; and financial contract design for controlling the board’s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.

In recent years, as corporations and governments have increasingly been confronted with managing the expectations of a society newly alerted to the social and environmental risks of economic development, recognition is dawning that achieving a sustainable world is dependent upon the democratic management and equitable distribution of these risks for now, and for the future. This book, the first to explore the themes of corporate governance and sustainability, argues that a better system of governance on a number of levels holds the key. Contributed to and edited by a distinguished international team, this book recognizes the complex and contested nature of both sustainability and governance, and that these key concepts have been redefined considerably over time. As sustainability poses new and major challenges for the theory and practice of corporate governance, this book, ideal for postgraduate students of business and management, identifies and addresses these challenges.

Based on his Corporate Governance Rating (CGR) for German firms, Andreas Schillhofer documents a positive relationship between the CGR and firm value. In addition, there is strong evidence that expected returns are negatively correlated with the CGR if dividend yields and price-earnings ratios are used as proxies for the cost of capital.

The growth of shareholder value has been a major change in Western economies since the 1980s. This growth has reignited debates concerning relations between investors and managers. This book argues that investors are more than passive providers of finance, on whose behalf managers seek to maximize shareholder returns. Instead, many investors directly influence management practice, through investor engagement. The book examines the role of institutional investors and private equity firms, two types of investors with overlapping but different reasons for engagement. Questions addressed include: What are the incentives, and disincentives, for investment engagement? How is investor engagement organized? What areas of management practice are of particular concern to investors? The discussion shows in detail how private equity firms play a major role in developing new companies, beyond the provision of finance, especially in the IT, biotechnology, and pharmaceutical sectors. The discussion is primarily based on British and US research. The debate has wider international relevance, because there are strong pressures for establishing shareholder value as the international 'norm' for systems of corporate governance. Following a detailed discussion of Germany, the authors conclude that there is no inevitable trend to shareholder value: shareholder value depends upon complementary institutional arrangements in national business systems, which are far from universal. The book concludes with a critical analysis of the justifications for shareholder value and investor engagement, highlighting the weaknesses of both efficiency and equity justifications.

In times of disruption, venturing becomes a key source of value creation. As new opportunities emerge and existing models fade, entrepreneurs, corporates and investors are eager to explore and exploit those opportunities. Venture governance, i. e. defining, implementing and following a fit-for-purpose model to provide direction and control in the best interest of all stakeholders, plays a crucial role in enabling and ensuring entrepreneurial value creation. This book presents twelve perspectives on the governance of ventures, bringing together viewpoints from both practitioners and academics. It provides practical insights, introduces new perspectives and invites the reader - whether a member of a venture board, an entrepreneur or an investor - to reflect on their own approaches to venture governance.

Prior work in emerging markets provides evidence of an association between corporate governance and firm market value (based on the trading prices of minority shares), more limited evidence of a causal relationship, but very little evidence on the channels through which governance may affect firm behavior and therefore market value, and whether governance affects only the value of minority shares or also affects overall firm value. We first confirm the association between governance and the market value of Korean public companies in a firm fixed effects framework, using panel data 1998-2004. Firms with higher scores on an overall Korean corporate governance index (KCGI) have higher Tobin's q; this result is driven by the board structure subindex of KCGI and, less strongly, by ownership parity and disclosure subindices. Shareholder rights and board procedure subindices are not significant. We then provide evidence supporting two broad channels: Reduced insider self-dealing, and hence wealth transfer from controllers to outside shareholders; and improved firm performance, and hence higher overall firm value. For self-dealing, we find that for better-governed firms, related party transactions are less adverse to firm value and firm profitability is more sensitive to shocks to industry profitability. For overall firm value; we find that for better-governed firms (i) capital expenditures and sales growth are lower, but investment is more sensitive to profitability; (ii) profitability is more sensitive to growth opportunities; (iii) dividends are higher, controlling for profits, and are more sensitive to profits. In addition, lagged board structure is associated with higher firm profitability. Board structure subindex is associated with all results except those for dividends. A 2SLS analysis (using 1999 legal rules which apply only to large firms to instrument for board structure) offers evidence that the link between board structure and these channels is likely to be causal.

This publication examines the role of corporate governance arrangements in providing right incentives to contribute the value creation process within the private enterprises and the implications of the differences in ownership structures on corporate governance practices and frameworks.

Financing Life Science Innovation reviews the literature on venture capital, corporate governance, and life science venturing and presents a study of the Swedish life science industry and the venture capital investors being active in financially and managerially supporting life science start-up firms.