Venture Fraud

We assemble the first comprehensive sample of venture fraud cases involving 614 U.S. venture capital (VC)-backed startups founded since 2000. We find that VC-backed firms are 54% more likely to face fraud charges than comparable non-VC-backed firms within a subsample of newly public firms where detection likelihood is high and homogeneous. We then examine the role of governance in explaining venture fraud, focusing on two features that have risen in recent years—founder-friendly structures and cap table complexity. In a panel prediction model examining all venture fraud cases, we find that fraud is more likely in startups with stronger founder control rights, more convex founder cash flow rights, more investors, and greater participation of non-traditional investors. Founder-controlled boards are 88% more likely to commit fraud than VC-controlled or shared-control boards, even within the same firm. Governance variables matter much more than founder characteristics in predicting fraud. Hot funding conditions at the initial round, which weaken governance incentives, predict future fraud. Fraudulent entrepreneurs continue to found new VC-backed startups unharmed relative to non-fraudulent entrepreneurs, suggesting a lack of market discipline. Overall, our results highlight rising agency costs in VC-backed firms that could lead to misallocation and broader social costs.