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Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control

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  • Karen H. Wruck

Abstract

In the early 1980s, during the first U.S. wave of debt‐financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the “market for corporate control” and defined it as “the market in which alternative management teams compete for the right to manage corporate resources.” Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or “strategic”) and “financial” buyers for deals, have both reinforced and revealed the limitations of this old definition. This article explains how, over the past 25 years, the private equity market has helped reinvent the market for corporate control, particularly in the U.S. What's more, the author argues that the effects of private equity on the behavior of companies both public and private have been important enough to warrant a new definition of the market for corporate control—one that, as presented in this article, emphasizes corporate governance and the benefits of the competition for deals between private equity firms and public acquirers. Along with their more effective governance systems, top private equity firms have developed a distinctive approach to reorganizing companies for efficiency and value. The author's research on private equity, comprising over 20 years of interviews and case studies as well as large‐sample analysis, has led her to identify four principles of reorganization that help explain the success of these buyout firms. Besides providing a source of competitive advantage to private equity firms, the management practices that derive from these four principles are now being adopted by many public companies. And, in the author's words, “private equity's most important and lasting contribution to the global economy may well be its effect on the world's public corporations—those companies that will continue to carry out the lion's share of the world's growth opportunities.”

Suggested Citation

  • Karen H. Wruck, 2008. "Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control," Journal of Applied Corporate Finance, Morgan Stanley, vol. 20(3), pages 8-21, June.
  • Handle: RePEc:bla:jacrfn:v:20:y:2008:i:3:p:8-21
    DOI: 10.1111/j.1745-6622.2008.00190.x
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    References listed on IDEAS

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    Cited by:

    1. Francesco Castellaneta & Oliver Gottschalg, 2016. "Does ownership matter in private equity? The sources of variance in buyouts' performance," Strategic Management Journal, Wiley Blackwell, vol. 37(2), pages 330-348, February.
    2. Christof Beuselinck & Marc Deloof & Sophie Manigart, 2009. "Private Equity Involvement and Earnings Quality," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(5‐6), pages 587-615, June.
    3. Burger, Anže & Hogan, Teresa & Kotnik, Patricia & Rao, Sandeep & Sakinç, Mustafa Erdem, 2023. "Does acquisition lead to the growth of high-tech scale-ups? Evidence from Europe," Research in International Business and Finance, Elsevier, vol. 64(C).
    4. Pascal Nguyen & Nahid Rahman & Alex Tong & Ruoyun Zhao, 2016. "Board size and firm value: evidence from Australia," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 851-873, December.
    5. Mao, Y., 2013. "Essays on leveraged buyouts," Other publications TiSEM 55806b61-eacb-4ba2-97c6-8, Tilburg University, School of Economics and Management.
    6. William Scheela & Edmundo Isidro & Thawatchai Jittrapanun & Nguyen Trang, 2015. "Formal and informal venture capital investing in emerging economies in Southeast Asia," Asia Pacific Journal of Management, Springer, vol. 32(3), pages 597-617, September.
    7. Nataliya Barasinska & Dorothea Schäfer, 2010. "Determinanten des Ein- und Ausstiegs von Private-Equity-Häusern in Europa," Vierteljahrshefte zur Wirtschaftsforschung / Quarterly Journal of Economic Research, DIW Berlin, German Institute for Economic Research, vol. 79(4), pages 39-58.
    8. Gemson, Josephine, 2021. "Private company acquisitions in the market for corporate control: A comparison between private equity and corporate acquirers," The Quarterly Review of Economics and Finance, Elsevier, vol. 81(C), pages 342-357.
    9. Sakshi Sharma & Kunjana Malik & Manmeet Kaur & Neha Saini, 2023. "Mapping research in the field of private equity: a bibliometric analysis," Management Review Quarterly, Springer, vol. 73(1), pages 61-89, February.
    10. A. Edward Safarian, 2011. "International Mergers and Acquisitions," Chapters, in: Miroslav N. Jovanović (ed.), International Handbook on the Economics of Integration, Volume III, chapter 6, Edward Elgar Publishing.

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