Does Board Monitoring Substitute for External Corporate Governance? Evidence from Private Firms

Abstract

We examine the board composition and the role of outside directors in U.S. private firms. We find that compared with public firms, private firms have a higher proportion of outside directors on the boards and select their outside directors in a more responsive way to their advisory and monitoring needs. We also find that private firms’ CEO turnover-performance sensitivity, earnings quality, going-public likelihood, and IPO value increase with the proportion of outside directors. These results are consistent with the view that lack of external governance in private firms, such as hostile takeovers and stock market monitoring, leads to a greater demand for board monitoring for private firms.