Who Will Board a Sinking Ship? a Firm–Director Interdependence Perspective of Mutual Selection between Declining Firms and Director Candidates

Abstract

We develop a firm–director interdependence perspective to theorize director appointments as the outcome of a mutual selection process in which firms and director candidates select each other based on their organizational and personal dependencies. We apply this perspective to address a puzzle regarding director appointment in declining firms: Declining firms are often motivated to bring in director candidates with high resource endowments to help enact turnarounds, but these candidates may not join a declining firm’s board due to the potential uncertainties and reputational loss of doing so. Drawing on the firm–director interdependence perspective, we predict that director candidates’ social capital and human capital have inverted U-shaped effects on their likelihood of joining a declining firm. Moreover, the declining firm’s organizational social capital differently moderates the effects of candidates’ social capital and human capital. Evidence from a sample of public firms under special treatment (*ST) in China supports our theoretical predictions.