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Venture Capital Finance: A Security Design Approach


  • Repullo, Rafael
  • Suarez, Javier


This paper provides a theory of venture capital financing based on the complementarity between the financing and advising roles of venture capitalists. We examine the interaction between the staging of investment that characterizes young firms with a high growth potential and the double-sided moral hazard problem that arises from the managerial contributions of entrepreneurs and venture capitalists. The optimal contract combines an incentive-related insurance motive that makes the initial financiers bear the start-up's downside risk and a financing motive that protects their claims against dilution. These motives can explain the widespread use of convertible preferred stock in venture capital financing.

Suggested Citation

  • Repullo, Rafael & Suarez, Javier, 1999. "Venture Capital Finance: A Security Design Approach," CEPR Discussion Papers 2097, C.E.P.R. Discussion Papers.
  • Handle: RePEc:cpr:ceprdp:2097

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    More about this item


    convertible preferred stock; Incomplete Contracts; stage financing; start-ups; Venture Capital; warrants;

    JEL classification:

    • D92 - Microeconomics - - Micro-Based Behavioral Economics - - - Intertemporal Firm Choice, Investment, Capacity, and Financing
    • 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


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