The last two decades have witnessed substantial scholarly interest in corporate boards, yet little research has been devoted to boards of international joint ventures (IJVs). We combine the corporate governance and alliance governance literatures in order to study this important ex post governance mechanism for IJVs. We identify a fundamental tension inherent in IJVs, which arises from the unique features of this organizational form and influences the level of involvement by their boards. International joint ventures are hybrid organizational forms that can require administrative control to facilitate monitoring and coordinated adaptation in the presence of exchange hazards. At the same time, the fact that IJVs operate in different host countries can make it efficient to delegate authority to local management for certain collaborations. In investigating the determinants of IJV board involvement, we therefore examine characteristics of
INTRODUCTIONOver the last four decades, boards of directors have regularly been mentioned as a facet of the governance of international joint ventures (IJVs). The IJV board represents a key formal governance mechanism available during joint venture implementation as it provides administrative control to facilitate monitoring and coordination of an IJV for parent firms (e.g., Oxley, 1997;Pisano, 1989;Williamson, 1991 strategies and actions fit with the parent firm's and can address performance problems or conflicts that might arise (e.g., Ariño and de la Torre, 1998;Björkman, 1995;García-Canal, Valdés-Llaneza, and Ariño, 2003;Geringer and Hebert, 1989;Leksell and Lindgren, 1982;Ravasi and Zattoni, 2006;Schaan, 1983). At the same time, efficiency considerations would suggest that not all IJV boards should be heavily engaged as there might be gains to delegating more authority to local management for certain international collaborations.While the importance of IJV boards has been noted over the years, and practitioners have recently identified opportunities for more effective governance practices for joint ventures (e.g., Bamford and Ernst, 2005;Bamford, Ernst, and Fubini, 2004;Gibson Dunn, 2012;Hewitt, 2005), little theoretical or systematic empirical research
Boards of International Joint Ventures
1627has been devoted to IJV boards. In the literature on collaborative strategy, recent studies of formal governance in alliances have instead focused on the safeguards and other provisions that firms build into contracts (e.g., Hagedoorn and Hesen, 2007;Li, Poppo, and Zhou, 2010;Luo, 2002;Reuer and Ariño, 2007;Ryall and Sampson, 2009). However, given the intangible resources exchanged and developed in alliances, and given the imperfect information partners have about each other's private interests and how a collaboration will evolve, such contracts will be incomplete (e.g., Elfenbein and Lerner, 2003). Faced with this problem, parties can turn to ex post governance mechanisms such as boards to address gaps in formal agreements. In the joint venture literature in particular, Kumar and Seth ...