Governing Without Control: Secondary investors and the enactment of governance under structural constraints

Sammanfattning

Secondary markets have grown rapidly as a distinct segment of the private equity landscape, providing liquidity in otherwise illiquid settings. From a corporate governance perspective, fund managers in this segment face structural constraints, particularly related to illiquidity and minority ownership, a context that remains largely unexplored in the literature. Drawing on semi-structured interviews with investment managers in this strategy, we examine how governance is conducted under such conditions. Our findings show that secondary investors deviate from existing approaches, instead adopting a purpose-driven and adaptive form of governance shaped by these constraints, thereby extending the corporate governance literature to secondary investors and positioning them between control- and exit-based governance logics.