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Agency Costs of Venture Capitalist Control in Startups

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  • Fried, Jesse M.
  • Ganor, Mira

Abstract

Venture capitalists investing in U.S. startups typically receive preferred stock and extensive control rights. Various explanations for each of these arrangements have been offered. However, scholars have failed to notice that these arrangements, when combined, often lead to a highly unusual corporate governance structure: one where preferred shareholders, rather than common shareholders, control the board and therefore the firm itself. The purpose of this Article is threefold: (1) to highlight the unusual governance structure of these VC-backed startups; (2) to show that preferred shareholder control can give rise to potentially large agency costs; and (3) to suggest legal reforms that may help VCs and entrepreneurs reduce these agency costs and improve corporate governance in startups.

Suggested Citation

  • Fried, Jesse M. & Ganor, Mira, 2006. "Agency Costs of Venture Capitalist Control in Startups," Berkeley Olin Program in Law & Economics, Working Paper Series qt5rz3w67b, Berkeley Olin Program in Law & Economics.
  • Handle: RePEc:cdl:oplwec:qt5rz3w67b
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    Cited by:

    1. Bakker, Gerben, 2013. "Money for nothing: How firms have financed R&D-projects since the Industrial Revolution," Research Policy, Elsevier, vol. 42(10), pages 1793-1814.
    2. Cumming, Douglas & Johan, Sofia Atiqah binti, 2008. "Preplanned exit strategies in venture capital," European Economic Review, Elsevier, vol. 52(7), pages 1209-1241, October.
    3. Broughman, Brian J. & Fried, Jesse M., 2012. "Do VCs use inside rounds to dilute founders? Some evidence from Silicon Valley," Journal of Corporate Finance, Elsevier, vol. 18(5), pages 1104-1120.
    4. Broughman, Brian, 2008. "Independent Directors and Board Control in Venture Finance," Berkeley Olin Program in Law & Economics, Working Paper Series qt9w966114, Berkeley Olin Program in Law & Economics.
    5. Leonel Arango Vásquez & Eduardo Alexander Duque Grisales & Germán Horacio Cardona Vélez, 2014. "La teoría de la agencia en la industria del capital riesgo: mecanismos de alineación de intereses," ESCENARIOS: EMPRESAS Y TERRITORIO, INSTITUCION UNIVERSITARIA ESUMER, January.
    6. Douglas Cumming & Sofia Johan, 2007. "Advice and monitoring in venture finance," Financial Markets and Portfolio Management, Springer;Swiss Society for Financial Market Research, vol. 21(1), pages 3-43, March.
    7. Drover, Will & Wood, Matthew S. & Fassin, Yves, 2014. "Take the money or run? Investors' ethical reputation and entrepreneurs' willingness to partner," Journal of Business Venturing, Elsevier, vol. 29(6), pages 723-740.
    8. Broughman, Brian & Fried, Jesse, 2010. "Renegotiation of cash flow rights in the sale of VC-backed firms," Journal of Financial Economics, Elsevier, vol. 95(3), pages 384-399, March.

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