独立董事和董事会金融风险控制外文翻译.docVIP

外文翻译 原文 Independent Directors and Board Control in Venture Finance Material Source:Berkeley Program in Law and Economics,Working Paper Series Aurthor: Brain Broughman Introduction The financing contract between an entreprenur and investor must address the parties’divergent interests.Ideally the contract align their interests across all contingencies.Due to boundend rationality,transaction costs,and non-verifiable information,however,a complete financing contract is not possible(Aghion and Bolton,1992). Instead,the allocation of board seats and other control rights determines who gets to decide future investment and operating decisions left out of the contract.If one party holds a majority of the board seats it can use this position opportunistically,causing the firm to pursue actions which benefit it at the expense of the firm’s aggregate welfare. The financial contracting literature suggests two partial,but imperfect,solutions to this problem:renegotiation(Coase,1960;Grossman and Hart,1986),and state-contingent control(Aghion and Bolton,1992;Dewatripont and Tirole,1994). While there is evidence that private firms sometimes use renegotiation(Broughman and Fried,2007)and state-contingent control(Kaplan and Stromberg,2003),both solutions are limited in various respects and neither can fully remove the risk of holdup. In this article,I model an alternative solution to this problem,based on a governance arrangement frequently used in firms financed by venture capital(‘VC’).In a study documenting over 200 rounds of VC financing,Kaplan and Stromberg(2003)find that a firm’s VC investors control the board 25%of the time, and the entrepreneurs control the board only 14%of the time.In the remaining firms,61%of their sample,neither the entrepreneurs nor the investors control the firm.Instead,control of the board is shared with third-party independent directors holding the tie-breaking vote(s).I focus on the incentives created by this form of shared control.To model this arra