Corporate restructuring in the form of LBO on developed markets: a Theoretical and Empirical Researches Review

Abstract

The view of the Canadian board researcher points to the growing consensus that the structural focus of research into boards does not provide complete answers to the question of what makes for an effective board. The process oriented board research perspective has increasingly recognized that directors, and non-executive directors in particular, need to possess relevant competences if they are to be effective. What is lacking, however, is an analytical framework that will assist researchers in identifying and classifying those competences which make a director effective. Through the theoretical lenses of the resource based view, the upper echelons perspective, and human capital theory, this paper proposes a framework by which the contribution of non-executive directors can be evaluated. The paper also underlines the importance of contingency effects in defining when certain director competences are most useful to the firm, and points in particular to the importance of industry life cycle as a contingent variable. Furthermore, the perspective presented here provides for the possibility that the non-executive director contributes to the firm not only as a monitor or boundary spanner, but as a competent actor, capable of detailed firm knowledge, who can contribute to the elaboration and successful implementation of firm strategy.