Cornell Law Review Volume 98 Issue 6

Carrots and Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups

Venture capitalists (VCs) usually exit from their investments in a startup via a trade sale. But the startup’s entrepreneurial team—the startup’s founder, other executives, and common shareholders—may resist a trade sale. Such resistance is likely to be particularly intense when the sale price is low relative to the VCs’ liquidation preferences. Using a hand-collected dataset of Silicon Valley firms, we investigate how VCs overcome such resistance. We find, in our sample, that VCs give bribes (carrots) to the entrepreneurial team in 45% of trade sales; in these sales, carrots total an average of 9% of deal value. The overt use of coercive tools (sticks) occurs, but only rarely. Our study sheds light on important but underexplored aspects of corporate governance in VC-backed startups and the venture capital ecosystem.

To read the complete Article, click “VIEW PDF” below.

:: View PDF