Does a one-tier board affect firms’ performances? Evidences from Italian unlisted enterprises

Abstract

Even though the financial literature has examined the relation between the composition of the board of directors and firms’ performances, few studies have investigated the effect of adopting a specific corporate governance system. Past studies have not found clear evidence of the superiority of a specific corporate governance system in terms of economic and financial performances; instead, they have generally been limited to legal systems where the adoption of a specific system is mandatory. In this paper, we take into consideration the case of the Italian Corporate Law Reform, which gives firms the opportunity to choose, in a non-mandatory way, between different governance systems and in particular between a one-tier model and the pre-existing system prior to the Reform. Using propensity score matching and focusing on a sample of unlisted Italian joint-stock companies, we found evidence of a significant worsening of performances from 2003 to 2013 for corporations adopting a one-tier board after the Reform.