Controlling shareholders of private firms may define "value of the firm" in terms of personal utility. They may thus prioritize their personal wealth over the firm. Furthermore, agency-based corporate governance may not apply to privately owned firms. This study looked at managers and owners of private firms as potentially risky decision makers. Financial distress was positioned as a boundary to agency theory-based corporate governance for private firms. Choices of shareholders in respect of board composition and the relationship between board composition and external sources of funding were investigated. Influence on turnaround potential, of management who are also shareholders, was also considered. Data from 104 business rescue plans were used for correlation and multiple hierarchical regression analyses. The mean return to secured creditors was 94 % and the mean return to unsecured creditors was 48 %. Unexpectedly a negative correlation between number of directors and free assets was determined. Yet, in the regression model for return to secured creditors, the significant variables were total directors and free assets. It is concluded that personal surety provided by directors may be detrimental to a private firm's free assets. For unsecured creditors, the significant variables were size; management shareholding, and return to secured creditors. The study was conducted between 2011 and 2016 using secondary data drawn from actual business rescue cases. In conclusion, the agency cost of debt construct was refined and an estimate for the agency cost of distressed debt, was presented. Research findings offer improved insight into agency theory for private firms with a foundation for improved corporate governance models. Theorists may use this research to extend understanding of the theory of the firm and corporate governance. Furthermore bankruptcy and turnaround theory may be enhanced by the findings of this research. Practitioners may use the findings to refine credit risk and pricing models. / Thesis (PhD)--University of Pretoria, 2017. / Business Management / PhD / Unrestricted