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Venture Capital-backed Firms, Unavoidable Value-destroying Trade Sales, and Fair Value Protections

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Listed:
  • Nigro, Casimiro Antonio
  • Stahl, Jörg R.

Abstract

This paper investigates the implications of the fair value protections contemplated by the standard corporate contract (i.e., the standard contract form for which corporate law provides) for the entrepreneur-venture capitalist relationship, focusing, in particular, on unavoidable value-destroying trade sales. First, it demonstrates that the typical entrepreneur-venture capitalist contract does institutionalize the venture capitalist's liquidity needs, allowing, under some circumstances, for counterintuitive instances of contractually-compliant value destruction. Unavoidable value-destroying trade sales are the most tangible example. Next, it argues that fair value protections can prevent the entrepreneur and venture capitalist from allocating the value that these transactions generate as they would want. Then, it shows that the reality of venture capital-backed firms calls for a process of adaptation of the standard corporate contract that has one major step in the deactivation or re-shaping of fair value protections. Finally, it argues that a standard corporate contract aiming to promote social welfare through venture capital should feature flexible fair value protections

Suggested Citation

  • Nigro, Casimiro Antonio & Stahl, Jörg R., 2020. "Venture Capital-backed Firms, Unavoidable Value-destroying Trade Sales, and Fair Value Protections," LawFin Working Paper Series 1, Goethe University, Center for Advanced Studies on the Foundations of Law and Finance (LawFin).
  • Handle: RePEc:zbw:lawfin:1
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    References listed on IDEAS

    as
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    2. Steven N. Kaplan & Per Strömberg, 2003. "Financial Contracting Theory Meets the Real World: An Empirical Analysis of Venture Capital Contracts," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 70(2), pages 281-315.
    3. Bascha, Andreas & Walz, Uwe, 2002. "Financing practices in the German venture capital industry: An empirical assessment," CFS Working Paper Series 2002/08, Center for Financial Studies (CFS).
    Full references (including those not matched with items on IDEAS)

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    More about this item

    Keywords

    Private equity; Venture capital; Start-ups; Entrepreneurship; Innovation; Corporate governance; Private ordering; Drag-along rights; Trade sales; Corporate law; Fair value; Appraisal rights; Law and economics; Law and finance;
    All these keywords.

    JEL classification:

    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • M13 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - New Firms; Startups

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