This chapter explains that a central feature of private equity governance mechanisms is a system designed to improve decision-making. Through an explanation of the typical structures seen in practice, it considers the main ways in which better decision-making is facilitated. These structures – most importantly, the board of directors of the company – differ according to the size, type and stage of development of the company, as well as the skills and expertise of the relevant stakeholders. This chapter also looks at the ways in which private equity firms seek to protect their own interests, as distinct from those of the underlying company. That question is examined from a number of perspectives, including the need for a private equity investor to sell the company within a defined time frame, and its need to protect its own reputation with a wide variety of stakeholders. Building on this analysis, and connecting in particular with the various objectives of private equity firms, this chapter considers how, if at all, private equity firms design governance mechanisms with a view to protecting external stakeholders.

This chapter examines more recent attempts to get UK companies to focus on corporate governance, including the Walker Guidelines, the AIFMD, the new Section 172 statement and the Wates Code (and related disclosure requirements).It includes an evaluation of the extent to which, and the ways in which, private equity governance systems might have to change to accommodate these new norms.