Towards a New 'Company' Structure for High-Tech Start-Ups in Europe

53 Pages Posted: 12 Jan 2001

See all articles by Erik P. M. Vermeulen

Erik P. M. Vermeulen

Tilburg University - Department of Business Law; Signify (formerly known as Philips Lighting) - Legal Department; Tilburg Law and Economics Center (TILEC); European Corporate Governance Institute (ECGI); Kyushu University - Graduate School of Law

Date Written: December 2000

Abstract

As far as the venture capital market is concerned, it is widely assumed that Europe lags way behind the United States. Recent papers have asserted that, in order to bridge this gap Europe should piggyback on US capital market institutions and their securities regulations. This paper critically examines these claims and suggests that European policymakers should focus on overcoming the institutional, legal, fiscal, and cultural obstacles that are understood to impose significant costs on start-up firms. A really underrated issue in the success formula of the US venture capital industry is the influence of legal forms on the quality of venture capital contracting. This paper analyzes the characteristics of European company structures, particularly the Dutch private company, and questions whether they are sufficiently flexible and responsive to solve the two-sided agency problems that characterize the relationship between the entrepreneur and the venture capitalists.

This paper then argues that the introduction of an optimal organizational form for high-tech start-ups, based on US experiences, is crucial to Europe's attempt to emulate the successful US venture capital market. It is suggested that policymakers, with the support of interest groups, should undertake the task of developing a new limited liability vehicle. Indeed, a new organizational form, which is characterized by clarity and simplicity, may make high profile venture capitalists more willing to invest in new enterprises. The prospects for the introduction of a new vehicle depend on the regulatory competition and emulation, which together may eventually culminate in overcoming path dependent barriers to the European venture capital market.

JEL Classification: K22

Suggested Citation

Vermeulen, Erik P.M., Towards a New 'Company' Structure for High-Tech Start-Ups in Europe (December 2000). Available at SSRN: https://ssrn.com/abstract=255619 or http://dx.doi.org/10.2139/ssrn.255619

Erik P.M. Vermeulen (Contact Author)

Tilburg University - Department of Business Law ( email )

Signify (formerly known as Philips Lighting) - Legal Department ( email )

Amstelplein 2
Amsterdam
Netherlands

Tilburg Law and Economics Center (TILEC)

Warandelaan 2
Tilburg, 5000 LE
Netherlands

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

Kyushu University - Graduate School of Law ( email )

6-19-1, Hakozaki, Higashiku
Fukuoka, 812-8581
Japan

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