The evolution of the governance model in instances of highly innovative strategic mergers

Purpose – This paper aims to answer two questions: firstly, how does the mode of corporate governance evolve following a merger between two specific companies looking for a joint innovation policy? Secondly, what are the factors that guide decision makers towards choosing one governance model over another? Design/methodology/approach – In order to answer these questions, this study focuses on two unlisted SMEs within the information and communication technology (ICT) sector, where joint innovation plays a key role. The authors studied the corporate governance decisions made during a strategic alliance between a small enterprise (called eStat) and a medium‐sized enterprise (called Médiamétrie), formed with a view to building a strategic partnership based on technological innovation. The method chosen to carry out this research involved a single case study based on passive observation (153 days of observation), participant observation, the conducting of 70 semi‐structured interviews and the analysis of internal documents such as the memorandum of understanding. Findings – From a critical reading of the “standard” (disciplinary/shareholder, relating to process profitability issues in particular) and the “strategic” (the importance of human capital, relating to innovation issues in particular) approaches, the authors demonstrate how the managers of the newly‐created company (Médiamétrie‐eStat) gradually opted for a renewed, resource‐based corporate governance model. Originality/value – Contrary to what underlies existing literature addressing corporate governance, this paper shows the need to consider the dynamics involved in the adoption of the corporate governance model when a merger deals with strategic innovation issues.