Pub Date : 2022-12-06DOI: 10.1080/13691066.2022.2150909
F. Brinkmann, D. Kanbach
ABSTRACT Corporate venture capitalists (CVCs) have shorter lifespans than independent venture capitalists (IVCs), but the reasons for this are not well understood. This paper identifies influencing factors affecting lifespans of CVCs and IVCs. Based on a sample of 190 articles, this systematic review identifies 41 factors that influence VC performance across four dimensions: decisions about strategies, the exploitation of venture capital resources and characteristics, active involvement in the venture capital environment, and limited underlying room for maneuvering. These dimensions show differences in the decision-making of IVCs and CVCs and impact lifespan. CVCs yield greater financial performance than IVCs. However, our results suggest that five CVC-specific factors are significant influencing factors which can explain lifespan differences: investment objectives, organizational autonomy and structure, interorganizational relationships, commitment of corporate parent, and parent company size. Overall, the longevity of CVCs is largely determined by a number of internal decisions made between the CVC and its parent company. Limiting the influence of corporate parents is suggested to enhance the success and lifespan of CVCs.
{"title":"Lifespans of corporate and independent venture capitalists: a systematic review","authors":"F. Brinkmann, D. Kanbach","doi":"10.1080/13691066.2022.2150909","DOIUrl":"https://doi.org/10.1080/13691066.2022.2150909","url":null,"abstract":"ABSTRACT Corporate venture capitalists (CVCs) have shorter lifespans than independent venture capitalists (IVCs), but the reasons for this are not well understood. This paper identifies influencing factors affecting lifespans of CVCs and IVCs. Based on a sample of 190 articles, this systematic review identifies 41 factors that influence VC performance across four dimensions: decisions about strategies, the exploitation of venture capital resources and characteristics, active involvement in the venture capital environment, and limited underlying room for maneuvering. These dimensions show differences in the decision-making of IVCs and CVCs and impact lifespan. CVCs yield greater financial performance than IVCs. However, our results suggest that five CVC-specific factors are significant influencing factors which can explain lifespan differences: investment objectives, organizational autonomy and structure, interorganizational relationships, commitment of corporate parent, and parent company size. Overall, the longevity of CVCs is largely determined by a number of internal decisions made between the CVC and its parent company. Limiting the influence of corporate parents is suggested to enhance the success and lifespan of CVCs.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-12-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85515030","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-11-08DOI: 10.1080/13691066.2022.2139205
Heléne Müller, Julia Wöhler
ABSTRACT A high level of uncertainty accompanies investment decisions, hence, VCs attempt to reduce their risk through a thorough examination of potential investment cases. Especially during the seed and start-up phases of a new venture, when detailed reports and historical track records are still lacking, the investment manager’s trust in the entrepreneurial team has a major impact on investment decisions. To explore the process of trust formation, we conducted 11 semi-structured in-depth expert interviews with VC investment managers. Thereby, the COVID-19 crisis provided unique circumstances of exclusively digital communication and allowed us to develop a fine-grained understanding of trust within the VC context. Building on previous research about organizational trust and 674 interview minutes, we found that trustworthiness develops to trust over time as the vulnerability of both parties increases. Furthermore, our results reveal that the VCs’ perception of the founders’ trustworthiness is mainly influenced by examining the founders’ work environment, a founders’ reputation in the VCs’ network, and face-to-face communication. Such personal meetings allow VCs to assess founders, shape the investor’s gut feeling, and develop an interpersonal relationship as they allow for more room talking about personal information rather than business talk.
{"title":"Married at first sight: the process of trust formation throughout the venture capital process during the time of the COVID-19 crisis","authors":"Heléne Müller, Julia Wöhler","doi":"10.1080/13691066.2022.2139205","DOIUrl":"https://doi.org/10.1080/13691066.2022.2139205","url":null,"abstract":"ABSTRACT A high level of uncertainty accompanies investment decisions, hence, VCs attempt to reduce their risk through a thorough examination of potential investment cases. Especially during the seed and start-up phases of a new venture, when detailed reports and historical track records are still lacking, the investment manager’s trust in the entrepreneurial team has a major impact on investment decisions. To explore the process of trust formation, we conducted 11 semi-structured in-depth expert interviews with VC investment managers. Thereby, the COVID-19 crisis provided unique circumstances of exclusively digital communication and allowed us to develop a fine-grained understanding of trust within the VC context. Building on previous research about organizational trust and 674 interview minutes, we found that trustworthiness develops to trust over time as the vulnerability of both parties increases. Furthermore, our results reveal that the VCs’ perception of the founders’ trustworthiness is mainly influenced by examining the founders’ work environment, a founders’ reputation in the VCs’ network, and face-to-face communication. Such personal meetings allow VCs to assess founders, shape the investor’s gut feeling, and develop an interpersonal relationship as they allow for more room talking about personal information rather than business talk.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-11-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84847563","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-11-08DOI: 10.1080/13691066.2022.2139651
M. L. Fernandez-Alles, C. Camelo‐Ordaz, J. P. Diánez-González, E. C. Castillo-Rodríguez
ABSTRACT Academic spin-offs (ASOs) are typically technologically driven, and their expansion into foreign markets has become a priority for the generation of revenue, thereby recuperating the initial R&D and patent costs over a shorter time frame. However, the literature of how these firms internationalise and what sources they can rely on to obtain the financial resources remains very limited. Two main objectives are proposed in this paper: first, the analysis of whether those relationships that ASOs maintain with various agents to provide financial resources for internationalisation differ between ASOs that have internationalised and those that have not; and second, the study into whether those ASOs that internationalise by following different internationalisation patterns present differences in their agents that provide them with financial resources. From a sample of 173 Spanish ASOs, results of cluster analysis and post-hoc tests indicate that internationalised ASOs rely on financial agents different to those of domestic ASOs. We firstly conclude, that the most representative internationalisation pattern in ASOs is Born Global (BG), through the True Born Global (TBG) and Sporadic Born Global (SBG) sub-patterns. Second, the internationalisation patterns are supported by different financial agents, although governmental institutions and Venture Capital (VC) firms constitute the most relevant agents.
{"title":"Linear and non-linear patterns of internationalisation and funding in academic spin-offs","authors":"M. L. Fernandez-Alles, C. Camelo‐Ordaz, J. P. Diánez-González, E. C. Castillo-Rodríguez","doi":"10.1080/13691066.2022.2139651","DOIUrl":"https://doi.org/10.1080/13691066.2022.2139651","url":null,"abstract":"ABSTRACT Academic spin-offs (ASOs) are typically technologically driven, and their expansion into foreign markets has become a priority for the generation of revenue, thereby recuperating the initial R&D and patent costs over a shorter time frame. However, the literature of how these firms internationalise and what sources they can rely on to obtain the financial resources remains very limited. Two main objectives are proposed in this paper: first, the analysis of whether those relationships that ASOs maintain with various agents to provide financial resources for internationalisation differ between ASOs that have internationalised and those that have not; and second, the study into whether those ASOs that internationalise by following different internationalisation patterns present differences in their agents that provide them with financial resources. From a sample of 173 Spanish ASOs, results of cluster analysis and post-hoc tests indicate that internationalised ASOs rely on financial agents different to those of domestic ASOs. We firstly conclude, that the most representative internationalisation pattern in ASOs is Born Global (BG), through the True Born Global (TBG) and Sporadic Born Global (SBG) sub-patterns. Second, the internationalisation patterns are supported by different financial agents, although governmental institutions and Venture Capital (VC) firms constitute the most relevant agents.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-11-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"72369613","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-11-02DOI: 10.1080/13691066.2022.2139206
Johannes M. Lehner
ABSTRACT Research on Venture Capitalists' (VCs) industrial diversification is supplemented with the notion of diversification along an industry’s value chain. VCs are hypothesized to create a portfolio of complementary investments along the value chain, accompanied by low geographic diversification. Further, VCs specializing in an industry with network externalities are predicted to devote relatively more investments to this industry, followed by an increased propensity for diversification along the value chain. This, subsequently, will result in less geographic diversification. The hypotheses are supported through a study on VCs in the US and Europe. Contributions to the literature on VCs, diversification, geographic agglomeration and network effects are discussed.
{"title":"Looking for complementarities. Within-industry diversification and geographic diversification of Venture Capital Firms","authors":"Johannes M. Lehner","doi":"10.1080/13691066.2022.2139206","DOIUrl":"https://doi.org/10.1080/13691066.2022.2139206","url":null,"abstract":"ABSTRACT Research on Venture Capitalists' (VCs) industrial diversification is supplemented with the notion of diversification along an industry’s value chain. VCs are hypothesized to create a portfolio of complementary investments along the value chain, accompanied by low geographic diversification. Further, VCs specializing in an industry with network externalities are predicted to devote relatively more investments to this industry, followed by an increased propensity for diversification along the value chain. This, subsequently, will result in less geographic diversification. The hypotheses are supported through a study on VCs in the US and Europe. Contributions to the literature on VCs, diversification, geographic agglomeration and network effects are discussed.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-11-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79530205","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-10-25DOI: 10.1080/13691066.2022.2135468
Robyn Owen, Tiago Botelho, J. Hussain, Osman Anwar
ABSTRACT Following economic instability after the Global Financial Crisis, the financing of small and medium-sized enterprise (SME) growth and productivity has become central to UK government policy for sustainable economic development, evidenced by the establishment of the British Business Bank and Regional Investment Funds. This paper considers demand-side and supply-side failures in the contemporary UK SME finance market. Adopting mixed methods, binary logit regression analysis of the 2015 UK Small Business Survey of 15,502 SMEs is sense-checked using qualitative participatory findings from 6 SME finance support advisors. Findings confirm the importance of SME size, age, management capability and use of appropriate, timely external advice. They support the resource-based view of SME access to finance, contributing to borrower discouragement and under investment, suggesting the need for improved support to upskill entrepreneurs’ financial management and investment readiness and the concept of an ‘holistic entrepreneurial finance ecosystem’ approach to assist UK SME finance.
{"title":"Solving the SME finance puzzle: an examination of demand and supply failure in the UK","authors":"Robyn Owen, Tiago Botelho, J. Hussain, Osman Anwar","doi":"10.1080/13691066.2022.2135468","DOIUrl":"https://doi.org/10.1080/13691066.2022.2135468","url":null,"abstract":"ABSTRACT Following economic instability after the Global Financial Crisis, the financing of small and medium-sized enterprise (SME) growth and productivity has become central to UK government policy for sustainable economic development, evidenced by the establishment of the British Business Bank and Regional Investment Funds. This paper considers demand-side and supply-side failures in the contemporary UK SME finance market. Adopting mixed methods, binary logit regression analysis of the 2015 UK Small Business Survey of 15,502 SMEs is sense-checked using qualitative participatory findings from 6 SME finance support advisors. Findings confirm the importance of SME size, age, management capability and use of appropriate, timely external advice. They support the resource-based view of SME access to finance, contributing to borrower discouragement and under investment, suggesting the need for improved support to upskill entrepreneurs’ financial management and investment readiness and the concept of an ‘holistic entrepreneurial finance ecosystem’ approach to assist UK SME finance.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-10-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74068386","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-10-13DOI: 10.1080/13691066.2022.2132891
Anoosheh Rostamkalaei, M. Freel
ABSTRACT Enthusiasm for crowdfunding’s ability to fill gaps in the provision of entrepreneurial finance continues among academics, policymakers and practitioners. In this, increasing attention has been paid to the geography of crowdfunding. This work has provided important evidence on various spatial influences on the location of platforms and campaigns and on their eventual success. In this paper, we take a rare look at the geography of the supply of crowdfunds. Specifically, our concern is with equity crowdfunding. Drawing on a hand collected data set, combining data on investments and on investors’ locations, we explore spatial influences on the extent of crowdfunding investment beyond commonly explored issues of distance.
{"title":"Some initial observations on the geography of the supply of equity crowdfunding","authors":"Anoosheh Rostamkalaei, M. Freel","doi":"10.1080/13691066.2022.2132891","DOIUrl":"https://doi.org/10.1080/13691066.2022.2132891","url":null,"abstract":"ABSTRACT Enthusiasm for crowdfunding’s ability to fill gaps in the provision of entrepreneurial finance continues among academics, policymakers and practitioners. In this, increasing attention has been paid to the geography of crowdfunding. This work has provided important evidence on various spatial influences on the location of platforms and campaigns and on their eventual success. In this paper, we take a rare look at the geography of the supply of crowdfunds. Specifically, our concern is with equity crowdfunding. Drawing on a hand collected data set, combining data on investments and on investors’ locations, we explore spatial influences on the extent of crowdfunding investment beyond commonly explored issues of distance.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-10-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89483156","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-10-12DOI: 10.1080/13691066.2022.2129510
C. Mendoza, Isabel María Parra Oller, Madrid Álvaro Rezola, Nuria Suárez
ABSTRACT We analyze the influence of sustainability on the probability of achieving successful investment crowdfunding offerings. We use a sample of 1,741 investment crowdfunding offerings launched by 1,569 firms in the US during the period May 2016–September 2019 under the Form-C requirements of the JOBS Act. After accounting for potential endogeneity concerns affecting the degree of sustainability of each offering, results show that sustainability-related factors do not boost the chances of successful investment crowdfunding offerings. This result is not homogeneous across firms, operations, or financial environments. We obtain evidence on the influence of firm characteristics and on how offering affects the extent to which sustainability impacts success. Moreover, alternative funding sources and the market structure for funding portals also shape the influence of sustainability on offering success. Results are robust to considering both firm- and offering-level factors traditionally linked with success, as well as to different specifications of the econometric model, and to additional robustness tests.
{"title":"Investment crowdfunding has little faith in sustainability! At least for the moment","authors":"C. Mendoza, Isabel María Parra Oller, Madrid Álvaro Rezola, Nuria Suárez","doi":"10.1080/13691066.2022.2129510","DOIUrl":"https://doi.org/10.1080/13691066.2022.2129510","url":null,"abstract":"ABSTRACT We analyze the influence of sustainability on the probability of achieving successful investment crowdfunding offerings. We use a sample of 1,741 investment crowdfunding offerings launched by 1,569 firms in the US during the period May 2016–September 2019 under the Form-C requirements of the JOBS Act. After accounting for potential endogeneity concerns affecting the degree of sustainability of each offering, results show that sustainability-related factors do not boost the chances of successful investment crowdfunding offerings. This result is not homogeneous across firms, operations, or financial environments. We obtain evidence on the influence of firm characteristics and on how offering affects the extent to which sustainability impacts success. Moreover, alternative funding sources and the market structure for funding portals also shape the influence of sustainability on offering success. Results are robust to considering both firm- and offering-level factors traditionally linked with success, as well as to different specifications of the econometric model, and to additional robustness tests.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-10-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"78998359","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-10-02DOI: 10.1080/13691066.2022.2134834
Xiao Lin, Jixuan Liu, Jia Pan, Yuxiang Xie
ABSTRACT Initial Coin Offering (ICO) is an emerging form of venture capital for startups. But little is known about how ICO affects firms’ tendency to engage in misconducts. Using a hand-collected sample of Chinese startups between 2016 and 2019, we find that ICO-backed firms engage in more corporate misconducts compared with VC-backed firms. Our baseline results are robust after adopting the extent of openness to western countries forced by unequal treaty as an instrument variable. Furthermore, our findings suggest that weak monitoring channel and resource independence channel are the underlying channels for the association between ICO and corporate misconducts. We also find that ICO-backed firms are more likely to go bankrupt compared with VC-backed firms in the future. Overall, our findings shed more lights on the dark side of ICO and indicate that the government should exercise stronger oversight on ICO in emerging countries.
{"title":"The dark side of initial coin offering: the case of corporate misconduct","authors":"Xiao Lin, Jixuan Liu, Jia Pan, Yuxiang Xie","doi":"10.1080/13691066.2022.2134834","DOIUrl":"https://doi.org/10.1080/13691066.2022.2134834","url":null,"abstract":"ABSTRACT Initial Coin Offering (ICO) is an emerging form of venture capital for startups. But little is known about how ICO affects firms’ tendency to engage in misconducts. Using a hand-collected sample of Chinese startups between 2016 and 2019, we find that ICO-backed firms engage in more corporate misconducts compared with VC-backed firms. Our baseline results are robust after adopting the extent of openness to western countries forced by unequal treaty as an instrument variable. Furthermore, our findings suggest that weak monitoring channel and resource independence channel are the underlying channels for the association between ICO and corporate misconducts. We also find that ICO-backed firms are more likely to go bankrupt compared with VC-backed firms in the future. Overall, our findings shed more lights on the dark side of ICO and indicate that the government should exercise stronger oversight on ICO in emerging countries.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-10-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"86719754","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-09-30DOI: 10.1080/13691066.2022.2128932
Mari-Liis Kukk
ABSTRACT Securities-based crowdfunding has evolved into an important source of financing for small and medium-sized enterprises (SME), but little is known about how crowdfunding campaigns fit into the capital structure decisions of SMEs. Combining insights from SME capital structure and crowdfunding literatures results in high ambiguity, as crowdfunding seems to change SME financing dynamics, but in an uncertain direction. We construct variables based on previous work on SME capital structure literature to empirically test which characteristics help explain the choice to seek either equity or debt funding among firms using crowdfunding. We use 713 equity and 403 debt campaign announcements registered with the U.S. Securities and Exchange Commission under Regulation Crowdfunding. Our empirical procedure includes both the traditionally used logistic regression method as well as a random forest classifier. We find that less-established firms with smaller funding needs are more likely to issue equity, whereas firms with strong growth momentum and larger funding needs prefer debt.
{"title":"The debt-equity choice in crowdfunding: a two-method approach","authors":"Mari-Liis Kukk","doi":"10.1080/13691066.2022.2128932","DOIUrl":"https://doi.org/10.1080/13691066.2022.2128932","url":null,"abstract":"ABSTRACT Securities-based crowdfunding has evolved into an important source of financing for small and medium-sized enterprises (SME), but little is known about how crowdfunding campaigns fit into the capital structure decisions of SMEs. Combining insights from SME capital structure and crowdfunding literatures results in high ambiguity, as crowdfunding seems to change SME financing dynamics, but in an uncertain direction. We construct variables based on previous work on SME capital structure literature to empirically test which characteristics help explain the choice to seek either equity or debt funding among firms using crowdfunding. We use 713 equity and 403 debt campaign announcements registered with the U.S. Securities and Exchange Commission under Regulation Crowdfunding. Our empirical procedure includes both the traditionally used logistic regression method as well as a random forest classifier. We find that less-established firms with smaller funding needs are more likely to issue equity, whereas firms with strong growth momentum and larger funding needs prefer debt.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-09-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73133890","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-09-05DOI: 10.1080/13691066.2022.2109224
Luc Wynant, S. Manigart, Veroniek Collewaert
ABSTRACT This paper explores how contracts in private equity-backed buyouts shape corporate governance in portfolio companies. Drawing upon agency theory and incomplete contracting theory, 50 actual contracts are analyzed in detail. Contracts focus on reducing adverse selection risks through limiting pre-investment information asymmetries and aligning the goals of investors and sellers. Moral hazard risks vis-à-vis management are limited through limiting post-investment information asymmetries and limiting shirking behavior through limiting free cash flows. Goal alignment is achieved through high-powered incentive structures combined with shifting risk of underperformance to management. Managerial hold-up problems are addressed through restricting share transactions and limiting managerial actions. Residual powers and contingencies are mainly used to deal with incomplete contract designs due to uncertainties. Few clauses are used to address the reverse agency problem in which management is protected against moral hazard problems created by the private equity investor. PE contracts have transparent and very strong outcome-based cash flow rights, both limiting downside risk and rewarding upside potential. This contrasts with VC contracts which are especially contingency-based given the high levels of uncertainty of the portfolio companies.
{"title":"How private equity-backed buyout contracts shape corporate governance","authors":"Luc Wynant, S. Manigart, Veroniek Collewaert","doi":"10.1080/13691066.2022.2109224","DOIUrl":"https://doi.org/10.1080/13691066.2022.2109224","url":null,"abstract":"ABSTRACT This paper explores how contracts in private equity-backed buyouts shape corporate governance in portfolio companies. Drawing upon agency theory and incomplete contracting theory, 50 actual contracts are analyzed in detail. Contracts focus on reducing adverse selection risks through limiting pre-investment information asymmetries and aligning the goals of investors and sellers. Moral hazard risks vis-à-vis management are limited through limiting post-investment information asymmetries and limiting shirking behavior through limiting free cash flows. Goal alignment is achieved through high-powered incentive structures combined with shifting risk of underperformance to management. Managerial hold-up problems are addressed through restricting share transactions and limiting managerial actions. Residual powers and contingencies are mainly used to deal with incomplete contract designs due to uncertainties. Few clauses are used to address the reverse agency problem in which management is protected against moral hazard problems created by the private equity investor. PE contracts have transparent and very strong outcome-based cash flow rights, both limiting downside risk and rewarding upside potential. This contrasts with VC contracts which are especially contingency-based given the high levels of uncertainty of the portfolio companies.","PeriodicalId":46643,"journal":{"name":"Venture Capital","volume":null,"pages":null},"PeriodicalIF":2.4,"publicationDate":"2022-09-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81479702","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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