The Relationship Between Top Management Team–Outside Board Conflict and Outside Board Service Involvement in High‐Tech Start‐Ups

Corporate governance research has extensively studied the relationship between outside board characteristics and outside board involvement. We add to this literature by investigating the extent to which interactions between outside board members and the top management team (TMT) affect the functioning of the outside board. Building on conflict theory, our study shows that conflict between TMT and outside board is an important antecedent for outside board service involvement. Specifically, drawing from a hand‐collected data set of 70 high‐tech start‐ups in Belgium, we find that TMT–outside board task conflict is both directly and indirectly, that is, through TMT–outside board relationship conflict, related to outside board service involvement.     

不确定性条件下董事会监督管理层行为研究

董事会是代替股东监督管理层的主要机构,根据管理层的能力、努力程度和业绩作出监督决策。但在实际监督中,一方面信息不对称导致道德风险和逆向选择,另一方面不确定性因素也会影响监督决策强度,进而影响业绩。文章由不确定性理论研究出发,通过对2011年上市公司截面数据分析,用直接监督行为（董事会次数）和监督结果（高管薪酬、盈余管理）以及ROA作为被解释变量,从内部不确定性和外部不确定性两方面考察不确定性条件下董事会监督管理层的行为以及对业绩的影响。实证结果显示团队异质性与高管薪酬显著负相关,与业绩负相关;业务复杂性和规模与高管薪酬和业绩负相关;独立董事构成对监督和业绩影响不显著。而董事会会议和盈余管理与这些变量没有表现出相关关系。此外,财务危机导致的不确定性对监督强度和业绩都有显著负相关关系。总体说来,不确定性弱化了监督强度,与业绩负相关。     

Joining forces: Top management team and board chair characteristics as antecedents of board service involvement

Boards in early stage high tech firms have an important role to play through their involvement in service tasks. Building on the attention based view of the firm and self-efficacy theory, we investigate the role of top management team (TMT) and board chair characteristics as antecedents of board service involvement (BSI). Studying a sample of 117 Norwegian early stage high tech firms, we find that TMT diversity positively affects BSI, whereas CEO duality negatively affects BSI. We further find that the industry experience of the board chair positively moderates the relationship between TMT size and BSI whereas CEO duality reinforces the TMT diversity-BSI relationship.     

Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?

Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director compensation between acquiring and control firms. Outside directors of acquiring firms earn more than twice as much as their counterparts in the matched-sample. S. Trevis Certo is an associate professor and Mays Research Fellow in the Mays Business School at Texas A&M University. He received his Ph.D. in Strategic Management from the Kelley School of Business at Indiana University. His research focuses on corporate governance (boards of directors, ownership structure, and CEO compensation), top management teams, initial public offerings (IPOs), and research methodology. Richard H. Lester is a clinical associate professor and Director of Academic Entrepreneurship Programs in the Mays Business School at Texas A&M University. He received his Ph.D. degree in Strategic Management from the Mays Business School at Texas A&M University. His current research interests focus on corporate governance, upper echelons and entrepreneurship. Catherine M. Dalton holds the David H. Jacobs Chair of Strategic Management in the Kelley School of Business, Indiana University. She also serves as Editor of Business Horizons, as Research Director of the Institute for Corporate Governance, and as a Fellow in the Randall L. Tobias Center for Leadership Excellence. She received her Ph.D. degree in Strategic Management from the Kelley School of Business, Indiana University. Professor Dalton's research is in corporate governance, with particular expertise in board composition, board leadership structure, executive and director compensation, and firms' ownership structures. Her research spans all types of organizations, including entrepreneurial firms, small businesses, large public corporations, and private organizations. Dan R. Dalton is the founding Director of the Institute for Corporate Governance, Dean Emeritus, and the Harold A. Poling Chair of Strategic Management in the Kelley School of Business, Indiana University. He is a Fellow of the Management in the Kelley School of Business, Indiana University. He is a fellow of the Academy of Management and an inaugural member of its Journals Hall of Fame. Professor Dalton is widely published, with over 280 articles in corporate governance, business strategy, law, and ethics. Additionally, his work has been frequently featured in the business and financial press including, Business Week, Wall Street Journal, Fortune, Economist, Financial Times, Boston Globe, Chicago Tribune, Los Angeles Times, New York Times, and the Washington Post. Professor Dalton regularly addresses public, corporate, and industry groups on corporate governance issues.     

Start-Ups and External Equity: The Role of Entrepreneurial Experience

Interest in entrepreneurship has increased dramatically over the last two decades. Because of the role that entrepreneurship plays in economic development, an understanding of the financing of business start-ups is essential. A long-standing problem for many business start-ups is acquiring external equity during the first year of operations. This paper analyzes the determinants of obtaining external equity. Special consideration is given to the role of entrepreneurial experience. The results suggest that entrepreneurial experience impacts a start-up's ability to obtain external equity.     

Board composition,family ownership,institutional distance and the foreign equity ownership strategies of Turkish MNEs

In much of the developing world, families represent the dominant form of firm ownership. This study investigates how this influences equity ownership strategies when firms venture abroad. Drawing on agency theory and institutional theory, we investigate the direct effect of board composition and family ownership on the equity-based ownership strategies of multinational enterprises (MNEs) in their affiliates, and how institutional distance may moderate this. Examining foreign affiliates of listed Turkish MNEs, we find that a high ratio of independent directors is negatively linked to levels of equity ownership of MNE affiliates. We also find that a high ratio of inside directors on the board is positively associated with the equity stake of MNEs in their affiliates. The significant interaction effect between board composition, family ownership and institutional distance helps explain the unexpectedly weak effects of institutional distance.     

How should we divide the pie? Equity distribution and its impact on entrepreneurial teams

Drawing on a multiple case study approach and data on eight entrepreneurial teams observed over six months this article develops a dynamic model of the consequences of equity distribution among team members. Perceived justice of equity distribution emerged as a key variable influencing entrepreneurial team interactions and important entrepreneurial outcomes. High perceived justice triggered positive team interaction spirals, whereas low perceived justice triggered negative interaction spirals. Teams exposed to external threats drifted from a positive spiral to a negative spiral despite high perceived justice. We discuss the implications of our study for research on entrepreneurial imprints, justice, and exit.     

Women on Corporate Boards of Directors: A Needed Resource

This research reports the results of a study of women serving on boards of directors of Canadian private and public sector organizations. These women (N = 278) were an impressive and talented group (eduction, professional designations). In addition, they brought a variety of backgrounds and expertise to their director responsibilities. Most were nominated as a result of recommendations from current board members, CEOs, or someone who knew board members or CEOs. Thus personal relationships (the old boy's network) as well as track records and appropriate expertise were important factors in board nominations. Women directors thought they had some influence on women's issues with their boards and board companies. A majority believed that board members should be more diverse, including more women and fewer male CEOs. However they indicated several barriers faced by women in being selected and nominated for board appointments.     

Board of directors and export spillovers: What is the impact on extensive margins of trade?

Increased export experience on the board of nonexporting firms has a causal effect on their propensity to enter foreign markets in later periods. Using a universal set of Swedish employer–employee panel data for the period 2000–14, this paper finds evidence on spillover from exporters to non-exporting SMEs through outside board directors. The identification strategy to account for endogenous selection of external board members relies on external instruments and applications of different instrumental variable approaches, capturing also unobserved heterogeneity. Our findings are robust to controlling for export background among managers and employees, as well as firm size, human capital, total factor productivity, productivity spillovers, firm location and industry classification.     

Factors influencing the choice between founder versus non-founder CEOs for IPO firms

Despite the innate advantage founder CEOs have by virtue of their founding vision, organizational influence, positive image, and ownership stakes to lead their firms at their initial public offering (IPO), extant empirical evidence indicates that between a third to half of IPO firms go public with non-founder CEOs at the helm. Relatively little however, is known regarding factors that influence the choice of founder versus non-founder CEO for firms issuing IPOs. This study examines the impact of factors such as founder characteristics, size of founding team, governance structure, ownership structure, top management team independence, venture capitalist influence, and the demand for equity financing on the probability of founder CEO at IPO.     

Marketing’s role in multi-stakeholder engagement

In 2019 the CEOs of more than 180 of the largest U.S. firms signed a statement of corporate purpose indicating that corporations are responsible for providing economic benefits to all stakeholders, not just shareholders. Although stakeholder theory states that there are several stakeholders (internal and external) whose continuing participation affects a firm’s sustainability and long-term profitability, the marketing literature has focused primarily on customer engagement. This research argues for a broadened focus by marketing scholars and introduces a stakeholder engagement framework based on a triangulation approach including a systematic review of marketing research from a stakeholder perspective, the results of a survey of 254 editorial review board members from top marketing journals, and business case examples. The framework identifies three dimensions of firms’ stakeholder engagement strategies (stakeholder recognition, support, and dialogue) linked to stakeholder responses (stakeholder contribution to the firm or retaliation) that ultimately influence firm performance (financial, reputation, and risk). Two core propositions of multi-stakeholder engagement provide a foundation for a detailed future research agenda for marketing.     

Antecedents,moderators, and performance consequences of membership change in new venture teams

This paper focuses on initial team size and membership change of new venture teams in two studies: (1) a panel study of 408 emerging ventures, and (2) a cross-sectional study of 124 new ventures. The findings suggest that larger initial team size provides an advantage for new organizations, and that the benefits of adding and dropping team members are contingent on the stage of development of the organization and the dynamism of the environment. Both external environment and team composition factors are associated with turnover in venture teams.     

Ethnic-immigrants in founding teams: Effects on prospector strategy and performance in new Internet ventures

We investigated differences in strategy and performance between new Internet ventures with ethnic-immigrant members in the founding team and a matched set of Internet ventures with non-ethnic-non-immigrant team members. Results showed that new ventures with an ethnic-immigrant presence in the founding teams tended to pursue a more aggressive prospector strategy than those with non-ethnic-non-immigrant founding team members. Still, performance of the two groups of ventures was comparable. However, the positive effects of ethnic-immigrant presence on founding teams depended on team size and average age of the founding team members.     

The board and strategy: Venture capital and high technology

In the area of strategy formulation, the part played by the board of directors in high technology firms operating with funds provided by venture capital organizations has not been investigated before. This exploratory study, although based on a limited sample, looks at some of the fundamental issues and contrasts the involvement of the board in firms of this kind with very limited involvement of the board in small conventional firms and in large publicly-held corporations. The relative power of management and the board of directors is of great importance. In contrast with the small conventional firm and the large corporation, in both of which the Chief Executive Officer is usually in firm control of the board and generally does not look to the board for active involvement in strategy formulation, the high-technology firms funded by venture capital organizations are characterized by a board of directors that has high power relative to management. This power can be understood not only in terms of the “power of the purse” (high concentration of the ownership in hands external to management), but also in terms of the expertise of the venture capitalists and their access to important networks.The business plan which is a key element in obtaining initial funding is in effect a statement of strategy that is carefully scrutinized by the venture capitalists, some of whom will assume positions on the board of directors. The board is similarly involved in the revisions of business plans in conjunction with later rounds of funding.The study found that the board is typically small, with outsiders rather than management in control; further, at least some of the outside members were found to have a high degree of expertise and a close working relationship with management. Board meetings are frequent and deal actively with key issues and with the review of how the strategy is working and what changes in strategy may be required. Reviews of the business plan when a new round of funding is required or when major new product or marketing decisions are needed are examples of likely occasions for involvement of the board in strategy revisions.Further research should center on identifying the conditions under which board involvement can play a constructive role in the strategy process of these high technology companies. Some pertinent variables are suggested. The next step in research should be more structured and quantitative and should use a geographically dispersed sample, but field interviews will be of continuing value as a complement.For firms funded by venture capital organizations, the board of directors is a significant interface between the venture capitalists and the internal management group. The working relationship between inside and outside directors in this arena, in strategy formulation and in other major business decisions, is a matter of considerable practical importance.     

The Link Between Social Movements and Corporate Social Initiatives: Toward a Multi-level Theory

This article offers a first step toward a multi-level theory linking social movements to corporate social initiatives. In particular, building on the premise that social movements reflect ideologies that direct behavior inside and outside organizations, this essay identifies mechanisms by which social movements induce firms to engage with social issues. First, social movements are able to influence the expectations that key stakeholders have about firms’ social responsibility, making corporate social initiatives more attractive. Second, through conflict or collaboration, they shape firms’ reputation and legitimacy. And third, social movements’ ideologies manifest inside the corporations by triggering organizational members’ values and affecting managerial cognition. The essay contributes to the literatures on social movements and CSR, extends the understanding of how ideologies are manifested in movement-business interactions, and generates rich opportunities for future research.     

The CEO,venture capitalists,and the board

An element in the never-ending debate about the process of funding highpotential businesses is the extent to which venture capitalists add value besides money to their portfolio companies. At one end of the spectrum, venture capitalists incubate start-ups and nurture hatchlings, while at the other extreme, so-called “vulture” capitalists feed on fledgling companies. A very important way in which venture capitalists add value other than money to their portfolio companies is by serving on boards of directors. Hence, by studying the role of outside directors, especially those representing venture capital firms, we were able to shed light on the issue of value-added.In the first phase of the research, we studied 162 venture-capital-backed high-tech firms located in California, Massachusetts, and Texas. In the second phase (with data from 98 of the 162 firms), the lead venture capitalists on the boards were classified according to whether or not they were a “top-20” firm.Board Size The average board size was 5.6 members, which was somewhat less than half the size of the board of a typical large company. Board size increased from 3 to 4.8 members with the first investment of venture capital.Board Composition and Control The typical board comprised 1.7 inside members, 2.3 venture capital principals, .3 venture capital staff, and 1.3 other outsiders. Insiders constituted 40% or less of the members of 82% of the boards, while venture capitalists made up over 40% of members of 55% of the boards. When a top-20 venture capital firm was the lead investor, then 55% of the board members were venture capitalists; in contrast, when the lead was not a top-20 firm, only 23% of board were venture capitalists.Value-Added Overall, our sample of CEOs did not rate the value of the advice of venture capitalists any higher than that of other board members. However, those CEOs with a top20 venture capital firm as the lead investor, on average, did rate the value of the advice from their venture capital board members significantly higher—but not outstandingly higher—than the advice from other outside board members. On the other hand, CEOs with no top-20 as the lead investor found no significant difference between the value of the advice from venture capitalists and other outside board members. Hence, in our sample, we could not say that there was a noticeable difference in the value of valueadded by top-20 boards and non-top-20 boards.The areas where CEOs rated outside board members (both venture capitalists and others) most helpful were as a sounding board, interfacing with the investor group, monitoring operating performance, monitoring financial performance, recruiting/replacing the CEO, and assistance with short term crisis. That help was rated higher for early-stage than later-stage companies.Our findings have the following implications for venture capitalists, entrepreneurs, and researchers.Venture Capitalist The main product of a venture capital firm is money, which is a commodity. It's impossible to differentiate a commodity in a martetplace where the customers have perfect information. As venture capitalists learned since the mid-1980s, their customers (entrepreneurs) now have an abundance of information that, while it may not be perfect, is certainly good enough to make a well-informed decision when selecting a venture capital firm. Hence, value-added may be the most important distinctive competence with which a venture capital firm—especially one specializing in early-stage investments—can differentiate itself from its competitors. If that is the case, then venture capital firms need to pay more attention to their value-added, because CEOs, overall, do not perceive that it has a great deal of value to their companies. The top-20 appear to be doing a somewhat better job in that area than other venture capital firms.Entrepreneurs If an entrepreneur wants outside board members who bring valueadded other than money, it appears that they can do as well with non-venture capitalists as with venture capitalists. The entrepreneurs we talked to in our survey gave the impression that board members with significant operating experience are more valued than “pure” financial types with no operating experience. If venture capital is an entrepreneur's only source offunding, then the entrepreneur should seek out firms that put venture capitalists with operating experience on boards. It also appears that an entrepreneur, will, on average, get more value-added when the lead investor is a top-20 firm, but there is a drawback: when a top-20 is the lead investor, it is more likely that venture capitalists will control the board. No entrepreneur should seek venture capital solely to get value-added from a venture capitalist on the board, because outside board members who are not venture capitalists give advice that is every bit as good as that given by venture capitalists.Researchers Value-added is a fruitful avenue of research. From a practical perspective, if valueadded exists it should be measurable. So far the jury has not decided that issue. Some finance studies of the performance of venture-capital-backed initial public offerings (IPOs) claim to have found valueadded, some claim to have found none, and at least one study claims to have found negative value- added. From a theoretical perspective, value-added is relevant to agency theory, transaction cost economics, and the capital asset pricing model. It also is relevant to strategic analysis from the viewpoint of distinctive competencies.     

Is Fair Treatment Enough? Augmenting the Fairness-Based Perspective on Stakeholder Behaviour

Fairness and justice are core issues in stakeholder theory. Although such considerations receive more attention in the ‘normative’ branch of the stakeholder literature, they have critical implications for ‘instrumental’ stakeholder theory as well. In research in the instrumental vein, although the position has seldom been articulated in significant detail, a stakeholder’s inclination to take action against the firm or, conversely, to cooperate with it, is often taken to be a function of its perceptions concerning the fairness or unfairness (or equity or inequity) of the treatment it receives in its relationship with the firm. Thus, from various works in this domain can be distilled what might be termed a ‘fairness-based perspective on stakeholder behaviour’. This perspective, as it currently stands, assumes a high degree of homogeneity in stakeholders’ responses to fair, unfair, or munificent treatment by the firm. This supposition is itself typically based on a presumption that stakeholders consistently and uniformly adhere to norms of equity and reciprocity in their relationships with firms. However, research developments in equity theory and social exchange theory suggest that such assumptions are likely untenable. Accordingly, in this work, after outlining the fairness-based perspective on stakeholder behaviour, I undertake to augment it by presenting propositions concerning the possible influences of stakeholders’ equity preferences and exchange ideologies on their propensities to sanction or support the firm. Incorporating these stakeholder traits into the fairness-based perspective should enhance the predictive validity of its propositions concerning stakeholder behaviour in response to fairness or unfairness in the firm–stakeholder relationship.     

新三板市场的股权价值评估

随着我国资本市场的发展,新三板市场已经成为我国多层次资本市场的重要部分,新三板市场主要是面向高成长性的科技型、创新型的非上市企业或者一些退市企业进行股份转让和定向融资的交易平台,对于规模小、融资难、风险高的中小科技型企业具有很重要的意义。由于新三板市场的本身特点决定其股权价值的不确定性,从而对其股权价值的评估就是对于投资者来说的一大难题,本文在讨论传统股权价值评估的基础上针对B-S模型进行论证是最适合新三板市场股权价值评估的方法。     

股权投资基金与企业实际投资的实证研究

股权投资基金与其他的融资方式相比有其独有的优势和特点,这种融资方式对于企业的投资决策和投资行为会产生其特有的影响。文章在综述国内外相关研究的基础上,以我国中小企业板上市公司为研究样本,构建实证模型,通过实证方法研究股权投资基金对企业实际投资的影响和作用。研究得出以下结论,中小企业板上市公司实际投资与股权投资基金的参与显著正相关,与公司成长性指标营业总收入增长率显著正相关,而实际投资与现金流指标和公司总资产负债率并不存在显著的相关性。     

Team resilience building in response to co-founder exits

Founding teams often experience the exit of co-founders. To develop theory about how founding teams deal with adversity emerging from the exit of one of their members, we take a team-resilience perspective and study the development of six founding teams. Our inductive model highlights how founding teams take different trajectories following team member exits, leading to different types of psychological closure, which impact the teams' resilience building. Our model also suggests how teams not engaging in distancing from the exit-related adversity experience additional adversity within the continuing team, eventually leading to team failure. Our findings challenge and extend extant studies on exits in founding teams and team resilience.