Changing the Nexus: The Evolution and Renegotiation of Venture Capital Contracts
研究了风险投资合同中现金流权在融资轮次间的演变与重新谈判,发现公司业绩差时新合同会强化VC的现金流权,且现有VC常让渡权利给新VC,导致VC权利在退出前被稀释,投资风险高于此前估计。
Abstract We study the evolution and renegotiation of the cash-flow rights that venture capitalists (VCs) obtain in their portfolio companies. When company performance between financing rounds is poor, subsequent contracts contain stronger VC cash-flow rights, and existing VCs tend to either give new VCs senior claims or forfeit their existing rights altogether. These results are consistent with the importance of financing problems between different VCs and with theory predicting that financing frictions worsen with poor performance. A consequence is that VC cash-flow rights are frequently significantly diluted before exit, implying that VC investments are riskier than previously estimated.