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Corporate Governance of LBOs: The Role of Boards

55 Pages Posted: 1 Jul 2011 Last revised: 23 May 2012

Francesca Cornelli

London Business School; Centre for Economic Policy Research (CEPR)

Oğuzhan Karakaş

Cambridge Judge Business School - Department of Finance & Accounting

Date Written: May 2012

Abstract

This paper examines board composition and CEO turnover when a public company is taken private by a private equity group in an LBO, using a new data set of all public to private transactions in the UK between 1998 and 2003. We find that when a company goes private, the board size is reduced and outside directors are replaced by LBO sponsors. LBO sponsors' presence on the board is higher for more complex and challenging transactions, suggesting intensive involvement of private equity when its supervision is needed. We also find that the presence of LBO sponsors on the board decreases CEO turnover and its sensitivity to performance, but increases operating performance. This suggests that effective monitoring of private equity reduces the reliance on short-term performance and allows for a longer term horizon for CEOs. It also calls into question the traditional view of CEO turnover as a sign of an effective board.

Keywords: Boards of Directors, Private Equity, Leveraged Buyouts, CEO Turnover, Corporate Governance

JEL Classification: G24, G30

Suggested Citation

Cornelli, Francesca and Karakaş, Oğuzhan, Corporate Governance of LBOs: The Role of Boards (May 2012). Available at SSRN: https://ssrn.com/abstract=1875649 or http://dx.doi.org/10.2139/ssrn.1875649

Francesca Cornelli (Contact Author)

London Business School ( email )

Sussex Place
Regent's Park
London, London NW1 4SA
United Kingdom
+44 20 7262 5050 x3225 (Phone)
+44 20 7724 3317 (Fax)

HOME PAGE: http://www.lbs.ac.uk/faculty/fcornelli/

Centre for Economic Policy Research (CEPR)

77 Bastwick Street
London, EC1V 3PZ
United Kingdom

Oğuzhan Karakaş

Cambridge Judge Business School - Department of Finance & Accounting ( email )

University of Cambridge
Trumpington St.
Cambridge, CB2 1AG
United Kingdom

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