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Conditional Allocation of Control Rights in Venture Capital Firms

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Author Info
Gebhardt, Georg
Schmidt, Klaus M.

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Abstract

When a young entrepreneurial firm matures, it is often necessary to replace the founding entrepreneur by a professional manager. This replacement decision can be affected by the private benefits of control enjoyed by the entrepreneur which gives rise to a conflict of interest between the entrepreneur and the venture capitalist. We show that a combination of convertible securities and contingent control rights can be used to resolve this conflict efficiently. This contractual arrangement is frequently observed in venture capital finance.

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Paper provided by C.E.P.R. Discussion Papers in its series CEPR Discussion Papers with number 5758.

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Date of creation: Jul 2006
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Handle: RePEc:cpr:ceprdp:5758

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Related research
Keywords: control rights; convertible securities; corporate finance; venture capital;

Other versions of this item:

Find related papers by JEL classification:
D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights
G24 - Financial Economics - - Financial Institutions and Services - - - Investment Banking; Venture Capital; Brokerage
G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Capital and Ownership Structure

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  1. Hellmann, Thomas, 2006. "IPOs, acquisitions, and the use of convertible securities in venture capital," Journal of Financial Economics, Elsevier, vol. 81(3), pages 649-679, September. [Downloadable!] (restricted)
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  2. Berglof, Erik, 1994. "A Control Theory of Venture Capital Finance," Journal of Law, Economics and Organization, Oxford University Press, vol. 10(2), pages 247-67, October.
  3. Klaus M. Schmidt, 2003. "Convertible Securities and Venture Capital Finance," Journal of Finance, American Finance Association, vol. 58(3), pages 1139-1166, 06. [Downloadable!] (restricted)
    Other versions:
  4. Colin Mayer & Koen Schoors & Yishay Yafeh, 2003. "Sources of Funds and Investment Activities of Venture Capital Funds: Evidence from Germany, Israel, Japan and the UK," NBER Working Papers 9645, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
    Other versions:
  5. Hannan, Michael T & Burton, M Diane & Baron, James N, 1996. "Inertia and Change in the Early Years: Employment Relations in Young, High Technology Firms," Industrial and Corporate Change, Oxford University Press, vol. 5(2), pages 503-36.
  6. Steven N. Kaplan & Per Stromberg, 2003. "Financial Contracting Theory Meets the Real World: An Empirical Analysis of Venture Capital Contracts," Review of Economic Studies, Blackwell Publishing, vol. 70(2), pages 281-315, 04. [Downloadable!] (restricted)
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  7. Rafael Repullo & Javier Suarez, 2004. "Venture Capital Finance: A Security Design Approach," Review of Finance, Springer, vol. 8(1), pages 75-108. [Downloadable!]
    Other versions:
  8. Thomas Hellmann, 1998. "The Allocation of Control Rights in Venture Capital Contracts," RAND Journal of Economics, The RAND Corporation, vol. 29(1), pages 57-76, Spring. [Downloadable!] (restricted)
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This page was last updated on 2009-11-25.

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