Board Dynamics Over the Startup Life Cycle
60 Pages Posted: 13 Jul 2020 Last revised: 27 Aug 2020
Date Written: August 16, 2020
Venture capital (VC) backed firms face neither the governance requirements nor a major separation of ownership and control of their public peers. These differences suggest that independent directors could play a unique role on private firm boards. This paper explores the dynamics of VC-backed startup boards using new data on board member entry, exit, and individual director characteristics.
We document several new facts about board size, the allocation of control, and composition dynamics. At formation, a typical board has four members and is entrepreneur-controlled. Independent directors are found on the median board after the second financing event, when control over the board becomes shared, with independent directors holding the tie-breaking vote. These patterns are consistent with independent directors playing both a mediating and advising role over the startup life cycle, and thus representing another potential source of value-add to entrepreneurial firm performance.
Keywords: venture capital, board of directors, corporate governance, independent directors, mediation
JEL Classification: G24,G34
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