Buy-outs in Family Businesses

Transcription

1 Oliver Klockner Buy-outs in Family Businesses Changes in Corporate Governance, Instruments of Managerial Control, and Financial Practices With a foreword by Prof. Dr. Dr. Ann-Kristin Achleitner GABLER EDITION WISSENSCHAFT

2 Table of contents List of Figures List of Tables List of Abbreviations List of Symbols XIII XV XVII XIX 1 Introduction Relevance of topic Research question Overview of research approach Outline of structure 9 2 Theoretical foundation Definitions and literature review Family businesses Private Equity, buyouts and portfolio companies Review of the literature on buy-outs in family businesses Relevant theories Agency theory Stewardship theory 40 3 Empirical foundation Research approach Elaboration of the research question Research method Control group Data gathering Analysis and presentation Limitations Sample description Company and buy-out characteristics Differentiation of sample and control group Family influence before the buy-out Family influence after the buy-out Overview of interviewed companies 82

3 _X Table of contents 4 Background of buy-out transactions Theoretical background Decision to sell Reasons for selling the company Evaluation of possible buyers Preparing the company for the sale Sale transaction Investment criteria of the private equity company Family owners' goals in sale negotiations Sale process Communication of the buy-out and reaction from stakeholders Family owners' emotional separation and role post buy-out Empirical background Decision to sell Reasons for selling the company Evaluation of possible buyers Preparing the company for the sale Sale transaction Investment criteria of the private equity company and buyers of the control group Family owners' goals in sale negotiations Sale process Communication of the buy-out and reaction from stakeholders Family owners' emotional separation and role post buy-out Summary of chapter Changes in corporate governance Theoretical comparison of family businesses and portfolio companies Corporate governance in family businesses Corporate governance in portfolio companies Expected changes based on the literature Owner influence on management decisions Owner influence on corporate strategy Supervision by and support from the supervisory board Composition of the management team 180

4 Table of contents Motivation and compensation of management Decision making process of management Observed changes based on empirical evidence Owner influence on management decisions Owner influence on corporate strategy Supervision by and support from the supervisory board Composition of the management team Motivation and compensation of management Decision making process of management Summary of chapter Changes in instruments of managerial control Theoretical comparison of family businesses and portfolio companies Instruments of managerial control in family businesses Instruments of managerial control in portfolio companies Expected changes based on the literature Planning Management accounting Performance measurement Observed changes based on empirical evidence Planning Management accounting Performance measurement Summary of chapter Changes in financial practices Theoretical comparison of family businesses and portfolio companies Financial practices in family businesses Financial practices of portfolio companies Expected changes based on the literature Financing Reporting to banks Investment activity Observed changes based on empirical evidence Financing 301

5 XII Table of contents Reporting to banks Investment activity Summary of chapter Conclusion, implications and outlook Conclusion Implications Implications for researchers Implications for practitioners Outlook 339 Appendix 341 A: Overview of propositions 342 B: Cover letter 344 C: Interview guide 345 List of References 351