How private equity-backed buyout contracts shape corporate governance

Abstract

This paper explores how contracts in private equity-backed buyouts shape corporate governance in portfolio companies. Drawing upon agency theory and incomplete contracting theory, 34 actual contracts are analysed in detail. Contracts focus on reducing information asymmetries, mainly during the due diligence process, and aligning the goals of managers and PE investors during the investment period and at exit. Residual powers and contingencies are mainly used to deal with incomplete contract designs due to uncertainties. While some contractual mechanisms are comparable to those used in VC contracts, others are idiosyncratic to PE.