Skip to main content

Lund University Publications

LUND UNIVERSITY LIBRARIES

Contract-Specialization in Venture Capital

Bengtsson, Ola LU and Bernhardt, Dan (2013) In Journal of Economics & Management Strategy
Abstract
Real-world financial contracts vary greatly in the combinations of cash flow contingency terms and control rights used. Extant theoretical work explains such variation by arguing that each investor finely tailors contracts to mitigate investment-specific incentive problems. We provide overwhelming evidence from 4,561 venture capital (VC) contracts that this tailoring is over-stated: even though there is broad variation in contracting across VCs, each individual VC tends to specialize, recycling familiar terms. In fact, a VC typically restricts contracting choices to a small set of alternatives: 46% of the time, a VC uses the same exact cash flow contingencies as in one of her previous five contracts. We document specialization in both... (More)
Real-world financial contracts vary greatly in the combinations of cash flow contingency terms and control rights used. Extant theoretical work explains such variation by arguing that each investor finely tailors contracts to mitigate investment-specific incentive problems. We provide overwhelming evidence from 4,561 venture capital (VC) contracts that this tailoring is over-stated: even though there is broad variation in contracting across VCs, each individual VC tends to specialize, recycling familiar terms. In fact, a VC typically restricts contracting choices to a small set of alternatives: 46% of the time, a VC uses the same exact cash flow contingencies as in one of her previous five contracts. We document specialization in both aggregated downside protection, and in each individual cash flow contingency term. Such specialization remains economically and statistically significant even after controlling for VC and company characteristics. We also find that VCs learn to use new contractual solutions from other VCs in her syndication network. Our findings challenge the traditional premise that each investor selects from the universe of combinations of terms to match an investment's unique contracting problem. Rather, the cumulative evidence indicates that contract-specialization arises because investors better understand payoff consequences of familiar terms, and are reluctant to experiment with unknown combinations. (Less)
Please use this url to cite or link to this publication:
author
and
organization
publishing date
type
Contribution to specialist publication or newspaper
publication status
in press
subject
keywords
Finance, Entrepreneurship, Venture Capital, Contracting, Specialization
categories
Popular Science
in
Journal of Economics & Management Strategy
publisher
Wiley-Blackwell
ISSN
1058-6407
language
English
LU publication?
yes
id
6e5ec6d7-0a3e-42c5-8c0b-4e99eea7d6d1 (old id 3629084)
date added to LUP
2016-04-01 14:18:09
date last changed
2018-11-21 20:25:24
@misc{6e5ec6d7-0a3e-42c5-8c0b-4e99eea7d6d1,
  abstract     = {{Real-world financial contracts vary greatly in the combinations of cash flow contingency terms and control rights used. Extant theoretical work explains such variation by arguing that each investor finely tailors contracts to mitigate investment-specific incentive problems. We provide overwhelming evidence from 4,561 venture capital (VC) contracts that this tailoring is over-stated: even though there is broad variation in contracting across VCs, each individual VC tends to specialize, recycling familiar terms. In fact, a VC typically restricts contracting choices to a small set of alternatives: 46% of the time, a VC uses the same exact cash flow contingencies as in one of her previous five contracts. We document specialization in both aggregated downside protection, and in each individual cash flow contingency term. Such specialization remains economically and statistically significant even after controlling for VC and company characteristics. We also find that VCs learn to use new contractual solutions from other VCs in her syndication network. Our findings challenge the traditional premise that each investor selects from the universe of combinations of terms to match an investment's unique contracting problem. Rather, the cumulative evidence indicates that contract-specialization arises because investors better understand payoff consequences of familiar terms, and are reluctant to experiment with unknown combinations.}},
  author       = {{Bengtsson, Ola and Bernhardt, Dan}},
  issn         = {{1058-6407}},
  keywords     = {{Finance; Entrepreneurship; Venture Capital; Contracting; Specialization}},
  language     = {{eng}},
  publisher    = {{Wiley-Blackwell}},
  series       = {{Journal of Economics & Management Strategy}},
  title        = {{Contract-Specialization in Venture Capital}},
  year         = {{2013}},
}