سرمایه ریسکی شرکت : نقش عوامل حاکمیت  Corporate venture capital: The role of governance factors

1. Introduction With the growing acceptance of the open innovation paradigm (Chesbrough, 2013), scholarly investigations of new practices in open innovation such as corporate venture capital (CVC) have increased substantially over the last decade. Focus has fallen on whether such practices actually stimulate innovation and achieve other strategic goals. Numerous articles have examined the effects of CVC, including inducing corporate innovation, comparing the impact of CVC to other forms of open innovation programs, investigating the conditions under which reaching mutually satisfying arrangements between the incumbent and a start-up is more or less likely (Dushnitsky & Lenox, 2005), and scrutinizing the pros and cons of various structural arrangements CVC adherents have adopted (Chesbrough, 2013). In short, the literature offers a relatively comprehensive picture of the significant consequences of an organization’s commitment to and investment in its CVC program. Surprisingly, however, very little is known about the antecedents of CVC commitment and scale. Given that the resources allocated to CVC come from other intracorporate areas, including internal R&D and alternative modes of open innovation, the lack of attention to what drives firms to commit to and invest in CVC is startling. CVC represents a major strategic commitment of incumbents’ resources both financially and the upper echelon’s time (Freese, Keil, & Teichert, 2007). Yet poor information and documentation exposes what prompts corporations to consider (and ultimately approve) such commitment. Like other strategic decisions, instituting a formal CVC program is not easy to reverse; as such, understanding the drivers behind this program is essential (Schildt, Maula, & Keil, 2005). Surprisingly, the literature neglects the role of corporate governance factors as likely drivers of such commitment. Historically, scholarly investigation of corporate governance factors has focused on effects on distant firm outcomes. Despite decades of empirical work, the links between such factors and firm performance are inconclusive and few consistent findings have emerged (Dalton, Daily, Ellstrand, & Johnson, 1998). As Zahra and Pearce (1989) note, this situation may owe to the high amount of likely factors. In essence, too many intervening processes between board characteristics and firm performance are likely to affect boards’ relationship to performance outcomes. Likewise, too many influences on performance are likely to lead to a strong, direct association. A more promising line of enquiry flows from examining the effects of governance characteristics on one of the intervening variables in terms of corporate strategy (e.g., Goodstein, Gautam, & Boeker, 1994). Yet scholars have seemingly ignored the role that governance factors play in the corporate adoption of VC practices (e.g., the ratio of board members that keep outside board directorship, multiple board mandates, as well as CEO pay mix and tenure). Scholars have approach the relationships between venture capital and corporate governance from one side. Namely, researchers have looked at the impact of accepting VC funding on the governance arrangements funding recipients have adopted. For example, new ventures receive funding may replace their founders and original board members by investing incumbents’ representatives (Wasserman, 2006). However, this situation is likely to be a twoway street: corporate governance factors may help explain a corporation’s degree of commitment to engaging in CVC programs.