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Journal of Financial Economics Vol. 143 No. 1 2022

Venture capital contracts

Michael Ewens1; Alexander Gorbenko2; Arthur G. Korteweg3

1 California Institute of Technology · 2 University College London · 3 University of Southern California

Abstract

We estimate the impact of venture capital (VC) contract terms on startup outcomes and the split of value between the entrepreneur and investor, accounting for endogenous selection via a novel dynamic search-and-matching model. The estimation uses a new, large data set of first financing rounds of startup companies. Consistent with efficient contracting theories, there is an optimal equity split between agents, which maximizes the probability of success. However, venture capitalists (VCs) use their bargaining power to receive more investor-friendly terms compared to the contract that maximizes startup values. Better VCs still benefit the startup and the entrepreneur due to their positive value creation. Counterfactuals show that reducing search frictions shifts the bargaining power to VCs and benefits them at the expense of entrepreneurs. The results show that the selection of agents into deals is a first-order factor to take into account in studies of contracting.

DOI
10.1016/j.jfineco.2021.06.042
Volume
143
Issue
1
Pages
131-158
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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