Factors Affecting the Structure of U.S. Venture Capital Deals
通过问卷调查收集定量数据，分析影响风险投资交易中选择普通股、优先股或债务融资的因素，为理解交易结构提供实证依据。
Studies have examined the impact of venture capitalists on firm success (Sapienza and Timmons 1989), the criteria venture capitalists use to evaluate proposals (MacMillan, Siegel, and SubbaNarasimha 1985), the factors that delineate successful and unsuccessful investments (MacMillan, Zemann, and SubbaNarasimha 1987), the thinking process of venture capitalists as they examine potential deals (Hall and Hofer 1989), and the incentives for networking and syndicating deals (Bygrave 1987, 1988). Although both financial theory and past empirical research in venture capital have identified forces and elements that may have an impact on deal structure, little empirical research has sought to determine the factors that influence the structure of deals in the venture capital market. In addition, prior analyses and discussions of venture capital deal structure have relied upon casual empirical evidence rather than quantitative analysis of data. By its nature, casual empirical evidence is limited by an individual's experience, contacts, and specific situations. It is useful as a research tool in case study analysis; however, quantitative analysis of hard data provides researchers with a broader perspective to discover relationships and test hypotheses. Unfortunately, venture capitalists are understandably hesitant to allow outside researchers access to term sheets and contracts. Therefore, a survey was developed to collect quantitative evidence on venture capital deal structure. The survey instrument had a modest goal: to collect data on influences affecting the choice of an investment vehicle, namely common equity, preferred equity, and debt. Much casual empirical evidence indicates that preferred stock is the financing vehicle of choice among venture capitalists (Sahlman 1988). Additional casual evidence implies the fledgling venture capital industry initially invested common equity in portfolio firms. Wilson (1985, 184-185) presents casual evidence of some venture capitalists selecting tight controls and senior securities, while others adopt a looser approach with their portfolio firms and require little contractual protection. Given the limitations on casual empirical evidence as a tool for research analysis, such disagreements and differing perceptions are not unexpected. The study presented in this article will provide quantitative evidence rather than speculation. THE SURVEY The survey was designed to determine the impact of various influences on the financial structure of acceptable deals. The analysis of responses provides insight into the factors that affect how particular deals are structured; that is, what deal characteristics are most likely to result in common equity financing, preferred equity financing, or debt financing. Analysis of the responses provides valuable insight into the factors and influences that affect deal structure. Corporate finance theory and finance textbook discussions typically examine debt and common equity financing. Most corporate finance texts have little, if any, discussion of venture capital issues. Preferred equity is glossed over or ignored in many finance texts and research papers. Survey responses indicating frequent use of preferred equity financing may call for a re-examination of some aspects of mainline finance theory, as well as some textbook rewriting. The main body of the instrument contained 25 statements dealing with characteristics that may affect deal structure. The respondents were to indicate the impact of each item on potential deal structure for an acceptable deal. Investment modes examined were common stock, preferred stock, and debt. The scenario presented to the respondents was the following: Assuming an acceptable deal, please indicate for each of the situations below its effect in determining the potential financing structure of the deal (common stock, preferred stock, or long-term debt). Consider each situation separately, in isolation from the others. …