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This paper aims to explore the influence of founder shareholders’ resources on the allocation of control rights from the perspective of incomplete contract theory and resource-based theory.

This paper analyzes newspaper materials with NVivo11on a case of battle for corporate control in Chinese top-listed company-Vanke Group.

The research shows that human capital is the key resource and the holding proportion of financial resources directly affects the allocation of control rights. At the same time, social capital is unstable and easily broken. At last, institutional environment also affects the degree between the relationship of founder shareholders’ resources and the allocation of control rights. The influence of founder-shareholder resources on the allocation of control rights follows the path of “crisis – founder-shareholder’s resources – founder’s ability - allocation of control rights.”

This study only selects the financial capital, human capital and social capital of Shi Wang, the founder of Vanke, as the analysis object. The study can expand the types of founder shareholder resources to verify and enrich the conclusions.

The current theoretical research in the literature focuses on the necessity of equity and shareholder’s resources versus the control rights. Some key factors and mechanism on the relationship have not been fully clarified. The results of this paper not only extend the combination research of social network and corporate governance, but also provide enterprise founders with references for making reasonable decisions during control battle.

This paper aims to investigate the influence of over-allocation and under-allocation of family board seats on the corporate investment efficiency.

Based on the perspective of altruistic behavior, this paper theoretically analyzes the relationship between the preference of family board seats allocation and corporate investment efficiency, and designs the research. On this basis, we use STATA14.0 as an analysis tool to empirically test the relationship between the preference of family family board seats allocation and corporate investment efficiency, and consider the impact of different governance scenarios.

This study finds that firms with a higher over-allocation degree of family board seats invest more efficiently, evidenced by significantly suppressed over-investment rather than mitigated under-investment. However, we do not find evidence that the higher degree of under-allocation of family board seats contribute to lower corporate investment efficiency. Additionally, this study finds that the positive relationship between the over-allocation degree of family board seats and corporate investment efficiency is more pronounced for firms with higher separation of cash flow rights and control rights, and weaker regional law system environment. Our mechanism discussion shows that the higher over-allocation level of family board seats contributes to the mitigation of agency costs for family firms by reducing the tendency for non-family boards to vote “against board proposals” and the appropriation behavior of the controlling family, and eventually improving corporate investment efficiency.

This paper examines the relationship between the preference of family board seats allocation and corporate investment efficiency from the perspective of altruistic behavior. Unlike previous studies, this paper distinguishes the governance effects arising from over-allocation and under-allocation of family board seats. Additionally, different governance scenarios are incorporated into the decision-making mechanism of the board of family firms, and the influences of the divergence of cash-flow and control rights and a weaker regional law system on the governance effect of the preference of family board seat allocation are analyzed.

The paper aims to evaluate decision‐making processes in venture capital (VC).

The paper develops a conceptual framework to analyse optimal allocation of decision rights in venture capital environments. How investors and investees seek mutual beneficial outcomes is also discussed.

The paper finds that entrepreneurial activities are normally associated with the design and production of goods in new emerging or niche markets. Hence, coordinated choices need to be made to bundle activities such as setting up internal infrastructure to produce and serve goods, purchasing quality inputs from suppliers and establishing contacts with long‐term customers. Delegation of authority by VC firms in these areas permits a new entrepreneurial initiative to be successfully managed including the coordination of various strategic decisions as a self‐reinforcing bundle.

The paper shows that investors may allocate significant decision rights to portfolio company managers because it can be more efficient and feasible to commit to such an action in some environments. A particular instance of such a delegation of decision rights is venture capital finance, which is the subject‐matter of the present study.

What is marriage? Existing treatments identify the gains to marriage but say little regarding the foundations of the institution itself. This paper proposes that marriage is designed to facilitate sexual co‐operation in a world without reliable contraception and paternity verifiability. By allocating control rights, it functions to mitigate the hazards of sexual opportunism. Recently, however, the technology shocks of the pill, legal abortion and paternity testing have weakened the links between marriage and both sex and reproduction. This has undermined the traditional justification for marriage. What remains is a bundle of legal and economic benefits that are gradually losing significance as the focus of family law shifts from marriage to parenthood as its fundamental organising principle.

This study aims to investigate the use of convertible securities and control rights covenants for a sample of 53 Portuguese, Spanish and German venture capital (VC) firms.

A relatively new methodology in business sciences – a fuzzy set qualitative comparative analysis – that considers both quantitative and qualitative factors is used for obtaining a solution that best fits the empirical data.

The results show that the use of convertible securities is affected by agency predictions, namely, the anticipated severity of double-sided moral hazard problems. On the other hand, a mixed support is provided to the agency predictions regarding the use of control right covenants. The results seem to suggest that control right covenants tend to play a different role from convertible securities in the optimization of contract design for VC-backed investments.

Existing literature on VC contract design is extended by providing a cross-border analysis to VC financing decision.

In the “shareholder primacy” (SP) view of the modern corporation, shareholders are endowed with ownership rights over the corporation. This view stems from the property rights and agency theories of the business firm formulated by financial and business economists in the 1970s and 1980s, which subsequently fed into US corporate law debates. It relies on positive legal assumptions that have largely been debunked by legal scholars, and on normative economic ideas that are equally problematic. However, SP is still very influential – if not the dominant paradigm of corporate governance, especially in the United States. The goal of the present study is to come back to the theoretical debates around the foundations of the SP paradigm to seek to identify key ideational properties that may explain, in part, the resilience of such paradigm in policy, scholarship and business practice. In particular, this paper proposes that one important reason for the persistence of the SP ideology lies in the latter’s foundation on the radically contingent nature of shareholders’ claims over the corporation.

This study examines how creditor interventions after debt covenant violations affect corporate tax avoidance. Using a regression discontinuity design, we find that creditor interventions increase borrowers' tax avoidance. This effect is concentrated among firms with weaker shareholder governance before creditor interventions and among those with less bargaining power during subsequent debt renegotiations. Our results indicate that creditors play an active role in shaping corporate tax policy outside of bankruptcy.

The purpose of this paper is to investigate the orientation of a firm's governance choices along a continuum of shareholder voice to managerial power and tests whether the governance orientation of a firm can survive regulation.

Using a sample of 873 firms, a set of three index measures is constructed reflecting the orientation of a firm's governing rules, the orientation of the board of directors and the overall orientation of both types of governance structures. The resulting measures are compared pre‐ and post‐SOX.

While specific, individual governance components, such as independence, can be regulated, the overall orientation of a firm's governance mechanisms, as manifested by its aggregate choice of governance structures, appears to be constant overtime suggesting that it is difficult to regulate the governance orientation of a firm.

The findings may be limited due to sample bias. There is both survivor bias and listing bias in the sample. To be included in the sample, firms needed to be publicly listed from 1998 through 2006 and needed to be listed on a major S&P index for each of those years.

The paper highlights ways in which companies circumvent the intention of regulations such as SOX. The paper therefore has implications for regulators and shareholders.

While the index method has been used before it has not been used to compare the impact of regulation on governance orientation. That makes this paper of value to regulators when considering the cost and benefit of regulations.

Shareholders and managers can work in a hierarchy in which principals attempt to control the actions of agents to achieve the wealth objective. Alternatively, shareholders and managers can work together as a cooperative team in which shareholders provide financial capital and managers provide human capital. The authors aim to examine the different implications for value creation provided by the two approaches.

By comparing the literature on the value implications of the incomplete contracting framework and control arrangements in principal-agent hierarchies, the authors identify deviations from optimal outcomes and suggest solutions.

The review indicates that a cooperative framework has some advantages over the hierarchical model. The stability of human capital and the relationship between managers and shareholders can be enhanced when shareholders provide capital in increments which vest over time and latitude for renegotiation of agreements is built into contracts.

By surrendering control using stock options programmes, managers are free to invest in relationship-specific assets. Shareholders can control the provision of capital by withdrawing investment if insufficient returns are realized, i.e. if stock options do not meet vesting requirements. The market can then be left to do its work.

This paper provides an original review of literature on cooperation and hierarchies in the shareholder–manager relationship and proposes solutions to identified deviations from optimal outcomes.

This paper builds upon recent advances in the corporate governance framework to extend and complement the economic literature on producer cooperatives. We argue that the problem of governance in a cooperative is twofold and consists in designing mechanisms and setting up institutions that (1) encourage workers to define a goal that maximizes workers’ welfare and (2) induce managers to pursue and internalize such a broad goal. When compared to capital‐controlled firms, the agency problems become more complex and harder to solve in the cooperative framework. As empirical evidence of this problem and its corresponding solution, we illustrate the case of the Mondragón cooperatives, explaining in detail the incentive system and the control mechanisms now in place in this successful business group. The study of the governance architecture of Mondragón may help us to propose solutions to traditional problems of the cooperative firm and to reach a better understanding of both the governance of cooperatives and corporate governance in general.