The (Not So) Puzzling Behavior of Angel Investors

48 Pages Posted: 7 May 2007 Last revised: 26 Mar 2009


Angel investors fund start-ups in their earliest stages, which creates a contracting environment rife with uncertainty, information asymmetry, and agency costs in the form of potential opportunism by entrepreneurs. Venture capitalists also encounter these problems in slightly later-stage funding, and use a combination of staged financing, preferred stock, board seats, negative covenants, and specific exit rights to respond to them. Curiously, however, traditional angel investment contracts employ none of these measures, which appears inconsistent with what financial contracting theory would predict. This article explains this (not so) puzzling behavior on the part of angel investors, and also explains the recent move toward venture capital-like contracts as angel investing becomes more of a professional endeavor.

Keywords: Angel Investor, Venture Capital, Financial Contracting, Incomplete Contracting, Entrepreneurship, Entrepreneurial Finance, Start-up, Agency Costs, Information Asymmetry

JEL Classification: D80, D81, D82, G24, G32, K12, K20, K22, M13

Suggested Citation

Ibrahim, Darian M., The (Not So) Puzzling Behavior of Angel Investors. Vanderbilt Law Review, Vol. 61, p. 1405, 2008, Arizona Legal Studies Discussion Paper No. 07-16, Available at SSRN:

Darian M. Ibrahim (Contact Author)

William & Mary Law School ( email )

South Henry Street
P.O. Box 8795
Williamsburg, VA 23187-8795
United States

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