Abstract:      Science-based enterprises are those that are led or founded by scientists, which mainly conduct basic science research, obtain economic benefits through commercialization and application of their scientific achievements, and carry out complementary scientific research as a by-product of scientists′ research activities. With science-based enterprises playing an important role in promoting the development of innovation in industrial fields and even causing a paradigm shift in social and economic domains, it has triggered extensive discussions on the external corporate governance of science-based enterprises. However, due to lack of systematic literature review on external corporate governance of science-based enterprises, the research is fragmented, which brings challenges to the development of relevant research, understanding of theoretical explanation mechanism and boundary conditions, and interpretation of external corporate governance of science-based enterprises in the Chinese context. For this reason, it is necessary to conduct a comprehensive literature review of the research. Through the search and analysis of relevant literature, the traditional external corporate governance mechanisms include legal systems, control markets, external auditors, stakeholder governance, media governance, and rating agency governance. However, compared with traditional enterprises, science-based enterprises have a unique external governance framework due to their own particularity, focusing on both traditional external governance elements (government regulation, capital market) and unique external governance elements (industry rules of science and technology education). Based on a logical framework, this paper analyzed the factors, procedures, outcomes, and theoretical mechanisms involved in the external governance of science-based enterprises, comprehensively reviewed the current research status, constructed the entire process model, and highlighted the future research directions for science-based corporate external governance. In conclusion, we found that (1) government regulation does not always play a positive role in encouraging innovation agents to participate in the governance of science-based enterprises; whether it has a positive effect on science-based enterprises depends on property rights regulations, control rights regulations and specific revenue sharing plans; (2) in terms of capital markets, acquisition by large firms is one of the best ways for science-based enterprises to exit; large firms prefer to buy promising science-based enterprises rather than invest in internal scientific R&D capabilities. However, the degree of information asymmetry and the level of complementarity of the specialized assets determine whether the purchase of science-based enterprises by large firms is favorable to both parties; (3) in terms of the regulations of the science and technology education community, the commercialization attitude of the science and technology education community towards the scientific results, the technology transfer office of the university, the formal and informal rules of the university, the science and technology entrepreneurship training of the university, and the infrastructure resources of the university (including science parks and proof of concept centers) are important external governance mechanisms for science-based enterprises. Multiple external elements interact together to influence the external governance effect of science-based enterprises. The effectiveness of external governance of science-based firms is influenced by the interactions of several external factors. This study has enriched and expanded the research framework of science-based corporate external governance, and will further provide theoretical and managerial implications for the science-based corporate external governance in the Chinese context.

Key words: science-based firm, external governance, government regulation, capital market, industry rules of science and technology education