Joint Control and Redemption Rights in Venture Capital Contracts

Abstract:     
In most venture capital financed firms, neither the VC nor the manager has exclusive authority over some of the key corporate decisions. For example: the decision whether the firm should undertake an IPO or be sold to a larger rival usually requires the approval of both the manager and the VC. This contradicts a strong prediction in the theoretical literature that joint control is suboptimal. In this paper, I show that assigning control jointly to both the agents, and specifying a harsh penalty (such as liquidation) if they fail to reach an agreement, is sometimes better than assigning control exclusively to one of the agents. A key factor is the firm's "financial slack" - the difference between its expected cash flows and its required investments and monitoring costs. Joint control is the optimal control allocation when the firm has low financial slack and a reasonable collateral value, and when the VC's liquidity constraints and cost of monitoring the firm are high. Most VC-financed firms fit this description.

Number of Pages in PDF File: 38

Keywords: Joint control, venture capital, redemption rights

JEL Classification: G30, G24

working papers series