Owner-management, board governance and responses to performance feedback in private firms

Despite the ubiquity of private firms, questions concerning the influence of ownermanagement and board governance on strategic decision-making in private firms have received limited attention. To explore these questions, we draw on the performance feedback literature and use longitudinal data from 27,704 U.K. and 7272 Belgian private firms to examine strategic investment in private firms. We find that board oversight increases the likelihood that firms will adjust investment levels in line with predictions by the Behavioral Theory of the Firm (BTOF), as firms with high board oversight increase investment when performance falls below aspirations and reduce it when performance exceeds aspirations. In contrast, low board oversight is associated with deviations from BTOF predictions, as firms with low board oversight tend to reduce investment when performance is below aspirations but increase it even when performance is well above aspirations. These findings suggest that governed (high oversight) and ungoverned (low oversight) private firms follow different decisionmaking logics; governed firms appear to engage in coalition-based decision-making, while decision-making in ungoverned firms appears to be dominated by ownermanagers, whose investment preferences resemble those of risk-averse, undiversified investors. We also find that the relationship between owner-management, performance feedback, and strategic investment is tempered (offset) by board oversight. In sum, our findings indicate boards play a critical role in private firms by promoting collective goals (as identified and enacted by the board) and limiting the influence of owner-manager's personal goals, risk-preferences, and individual economic interests on the firm's response to performance feedback. • Owner-management and board oversight significantly shape the responses of private firms to performance feedback such that: • Strong board oversight leads to responses aligned with those described by the behavioral theory of the firm. • Weak board oversight leads to responses aligned with the risk preferences of undiversified investors. • Even when ownership is high, board oversight materially limits the impact of the CEO’s personal interests on firm outcomes.