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Incentives and restrictions in venture capital contracts

Author

Listed:
  • Anita Lovas
  • János Pereczes
  • Viktória Rába

    () (Corvinus University of Budapest)

Abstract

In venture capital markets, contracts between investors and enterprises stipulate special incentives and restrictions in order to address the occurrence of severe asymmetric information, to reduce investor risk, and to facilitate successful exits. The purpose of this paper is to provide an overview of the international literature on venture capital contracts with a primary focus on empirical aspects, and to compare the authors’ findings with the Hungarian practice as reflected in the questionnaire-based survey conducted among venture capital funds. We concentrated our research on management control rights, the application of convertible debt, cash flow rights, voting rights, and drag-along and tag-along rights. In the article we describe the key features of venture capital contracts, the characteristics of selected contract elements and their impact on corporate operations and the contracting parties. After the presentation of individual contract elements, we summarise the relevant empirical evidence of international papers and draw conclusions in light of the Hungarian contracting practice.

Suggested Citation

  • Anita Lovas & János Pereczes & Viktória Rába, 2015. "Incentives and restrictions in venture capital contracts," Financial and Economic Review, Magyar Nemzeti Bank (Central Bank of Hungary), vol. 14(3), pages 106-121.
  • Handle: RePEc:mnb:finrev:v:14:y:2015:i:3:p:106-121
    as

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    References listed on IDEAS

    as
    1. Steven N. Kaplan & Per Strömberg, 2004. "Characteristics, Contracts, and Actions: Evidence from Venture Capitalist Analyses," Journal of Finance, American Finance Association, vol. 59(5), pages 2177-2210, October.
    2. Bengtsson, Ola & Sensoy, Berk A., 2011. "Investor abilities and financial contracting: Evidence from venture capital," Journal of Financial Intermediation, Elsevier, vol. 20(4), pages 477-502, October.
    3. James A. Brander & Qianqian Du & Thomas Hellmann, 2015. "The Effects of Government-Sponsored Venture Capital: International Evidence," Review of Finance, European Finance Association, vol. 19(2), pages 571-618.
    4. Steven N. Kaplan & Per Strömberg, 2003. "Financial Contracting Theory Meets the Real World: An Empirical Analysis of Venture Capital Contracts," Review of Economic Studies, Oxford University Press, vol. 70(2), pages 281-315.
    5. Thomas Hellmann & Manju Puri, 2002. "Venture Capital and the Professionalization of Start-Up Firms: Empirical Evidence," Journal of Finance, American Finance Association, vol. 57(1), pages 169-197, February.
    6. Trester, Jeffrey J., 1998. "Venture capital contracting under asymmetric information," Journal of Banking & Finance, Elsevier, vol. 22(6-8), pages 675-699, August.
    7. Douglas Cumming, 2008. "Contracts and Exits in Venture Capital Finance," Review of Financial Studies, Society for Financial Studies, vol. 21(5), pages 1947-1982, September.
    8. Sahlman, William A., 1990. "The structure and governance of venture-capital organizations," Journal of Financial Economics, Elsevier, vol. 27(2), pages 473-521, October.
    9. Ola Bengtsson, 2011. "Covenants in Venture Capital Contracts," Management Science, INFORMS, vol. 57(11), pages 1926-1943, November.
    10. Caselli, Stefano & Garcia-Appendini, Emilia & Ippolito, Filippo, 2013. "Contracts and returns in private equity investments," Journal of Financial Intermediation, Elsevier, vol. 22(2), pages 201-217.
    11. Julia Hirsch & Uwe Walz, 2013. "Why do contracts differ between venture capital types?," Small Business Economics, Springer, vol. 40(3), pages 511-525, April.
    12. Bengt Holmstrom, 1979. "Moral Hazard and Observability," Bell Journal of Economics, The RAND Corporation, vol. 10(1), pages 74-91, Spring.
    Full references (including those not matched with items on IDEAS)

    More about this item

    Keywords

    venture capital; contract; management control; convertible debt; voting rights;

    JEL classification:

    • G24 - Financial Economics - - Financial Institutions and Services - - - Investment Banking; Venture Capital; Brokerage
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • D86 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Economics of Contract Law

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