‘If the Facts Don't Fit the Theory ... ’: The Security Design Puzzle in Venture Finance
综述了风险投资中证券设计的理论与实证矛盾，指出美国市场支持可转换优先股最优理论，但加拿大和欧洲的相反证据以及美国风投在加拿大的不同行为构成谜题，旨在为国际争论提供新视角。
When confronting theory with evidence, divergent results surface with reference to the optimal securities that should be adopted in venture capital ( VC ) finance. The vast majority of the theoretical models on VC consistently predict that convertible securities, especially in the form of convertible preferred stocks, represent the optimal form of finance. While the theoretical literature seems to be supported by empirical studies in the US , the evidence outside the US shows the opposite results. Puzzling patterns emerge, especially when comparing the evidence from the US , C anada and Europe, and an intensive academic debate is under way. The evidence becomes even more challenging when considering the contrasting financing behaviour of US venture capitalists ( VC s) investing in C anada. It has been documented that US VC s investing in C anada adopt a wide range of securities other than convertible stocks. If convertible securities truly represent the optimal form of VC finance, why would US VC s use different types of securities when investing in C anada? At present, researchers are still arguing about which factors would have the most significant impact on explaining the different financing behaviour of VC s around the world. The purpose of this paper is to shed some light on the ongoing international debate on the optimal security design and contracting behaviour in venture finance. With this review, the authors intend to contribute to the VC literature by identifying current trends, explanations and determinants underlying the puzzling empirical evidence on the financing structure adopted by VC s around the world.