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Lawyers In Venture Capital Contracting: Theory And Evidence

Author

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  • OLA BENGTSSON
  • DAN BERNHARDT

Abstract

type="main" xml:id="ecin12088-abs-0001"> Real-world financial contracts are sometimes so complex that it can be difficult to understand their exact payoff consequences. We develop and test a theoretical model of a venture capitalist (VC) negotiating with an entrepreneur who may overweigh or underweigh the payoff consequences of contractual downside protection (DP). A lawyer with expertise in venture capital can inform the entrepreneur about these consequences, but less expert (but otherwise high quality) lawyers cannot. We determine how a VC's decision to include DP is affected by the expected quality of the entrepreneur's project, the entrepreneur's experience, and the VC expertise of his/her legal counsel. We show that the VC's incentive to include unnecessary DP declines in expected project quality. Indeed, for inexperienced entrepreneurs involved with high-quality projects, VCs prefer that the entrepreneur's counsel has VC expertise. This implies that, when negotiating with inexperienced entrepreneurs, VCs who invest in high-quality companies should be more likely to negotiate with entrepreneurs who employ lawyers with VC expertise. We document broad empirical support for the model, and provide evidence against competing explanations. ( JEL L24, G24, K12, L14, L24)

Suggested Citation

  • Ola Bengtsson & Dan Bernhardt, 2014. "Lawyers In Venture Capital Contracting: Theory And Evidence," Economic Inquiry, Western Economic Association International, vol. 52(3), pages 1080-1102, July.
    • Handle: RePEc:bla:ecinqu:v:52:y:2014:i:3:p:1080-1102
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    Cited by:

    1. Rin, Marco Da & Hellmann, Thomas & Puri, Manju, 2013. "A Survey of Venture Capital Research," Handbook of the Economics of Finance, in: G.M. Constantinides & M. Harris & R. M. Stulz (ed.), Handbook of the Economics of Finance, volume 2, chapter 0, pages 573-648, Elsevier.
    2. Kwangjun An & Timothy J. Rowley & Will Mitchell, 2025. "When do entrepreneurs form intermediary relationships? A study of start-ups that use venture capital law firms in fundraising," Review of Managerial Science, Springer, vol. 19(12), pages 3607-3642, December.
    3. Bengtsson, Ola & Ekeblom, Daniel, 2014. "The Bright but Right View? New Evidence on Entrepreneurial Optimism," Working Papers 2014:1, Lund University, Department of Economics.
    4. Bengtsson, Ola & Ekeblom, Daniel, 2014. "The Bright but Right View? A New Type of Evidence on Entrepreneurial Optimism," Working Paper Series 1008, Research Institute of Industrial Economics.

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    More about this item

    JEL classification:

    • L24 - Industrial Organization - - Firm Objectives, Organization, and Behavior - - - Contracting Out; Joint Ventures
    • G24 - Financial Economics - - Financial Institutions and Services - - - Investment Banking; Venture Capital; Brokerage
    • K12 - Law and Economics - - Basic Areas of Law - - - Contract Law
    • L14 - Industrial Organization - - Market Structure, Firm Strategy, and Market Performance - - - Transactional Relationships; Contracts and Reputation
    • L24 - Industrial Organization - - Firm Objectives, Organization, and Behavior - - - Contracting Out; Joint Ventures

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