Corporate Governance and Responsible Investment in Private Equity

by Simon Witney

Overview

Private equity-backed companies are ubiquitous and economically significant. Consequently, the corporate governance of these companies matters to all of us, and – not surprisingly – is coming under increasing scrutiny. Simon Witney, a practicing private equity lawyer, positions private equity portfolio companies within existing academic theory and examines the laws that apply to them in the UK. He analyses the actual governance frameworks that are put in place and identifies problems created by the legal rules – as well as the market's solutions to them. This book not only explains why these governance mechanisms are established, but also what they are expected to achieve. Witney suggests that private equity owners have both the incentives and the capability to focus on responsible investment practices. Good governance, he argues, is a critical success factor for the private equity industry.

Product Details

ISBN-13:	9781108485883
Publisher:	Cambridge University Press
Publication date:	01/07/2021
Series:	International Corporate Law and Financial Market Regulation
Pages:	250
Product dimensions:	6.30(w) x 9.45(h) x 1.02(d)

About the Author

Simon Witney, Visiting Professor in Practice at London School of Economics, has worked as a private equity lawyer for over 20 years. Simon completed his PhD in 2017, teaches private equity law at LSE and sits on the Council of the British Private Equity and Venture Capital Association. Simon's practice now focuses on regulation, company law and responsible investment in the private equity sector.

Table of Contents

Introduction; Part I. How Should Private Equity Governance Systems Look?: 1. Mapping an analytical framework; 2. Private ordering in private equity and its implications; Part II. What Actually Happens?: 3. Agency cost mitigation; 4. Improving decision-making and protecting wider interests; Part III. Corporate Governance Regulation in the UK and Private Equity's Response: 5. The relevance of business judgement regulation; 6. Dealing with the duties to avoid and disclose conflicts of interest; 7. Rules affecting the exercise of power by shareholders and their nominated directors; 8. Recent corporate governance reforms, best practice codes and their impact; Part IV. How Governance Can Affect Corporate Performance: 9. How do academics explain private equity outperformance? 10. Improving governance to improve performance; Conclusion. Corporate governance and responsible investment; Bibliography; Index.

Editorial Reviews

'At long last, we have an academic work that analyses private equity within a specifically legal frame of reference. This book provides a highly illuminating exposition of the contractual and governance dynamics of private equity ownership structures and incentives, set against the backdrop of established company law doctrines and corporate governance theories. Combining theoretical sophistication with a hard-nosed commercial pragmatism borne from extensive professional experience in the field, Witney’s work is a monumental scholarly achievement. It will also be an indispensable guide for academics, legal practitioners and private equity investors alike as they seek to navigate the complex and shifting parameters of an ESG-focused, post-Covid investment and business landscape.' Marc Moore, Professor of Corporate/Financial Law, University College London and author of Corporate Governance in the Shadow of the State

‘This rich and substantial book achieves the rare distinction of genuinely offering something new for practitioners, scholars and policy makers engaging with corporate governance and the private equity industry.’ Sarah Paterson, Associate Professor of Law, London School of Economics and Political Science

'Good governance is at the heart of Private Equity value creation. Rare to find such a good balance of the practical and academically rigorous on the topic.' Patrick Dunne, Chair, EY Foundation and author of Boards

'The author’s intellectual rigour, academic curiosity and practical experience combine to make this book a recommended handbook for private equity lawyers and practitioners alike.' Ylan Steiner, Partner, Orrick and leading venture capital and growth capital lawyer

'This book’s comprehensive and authoritative analysis of private equity governance - which is at the heart of the private equity model - makes a very important contribution to our understanding of the asset class.' Jonathan Blake, Herbert Smith Freehills LLP and leading private equity lawyer

‘… readers - especially regulators, company management, and investors - will find in this comprehensive text the answers to many of their questions regarding effective governance and responsible investment of private equity. Most will take the information provided as justification for their confidence in private equity–backed investing.’ Janet J. Mangano, CFA Institute

From the Publisher