Splitting the firm between the entrepreneur and the venture capitalist with the help of stock options

The Net Present Value (NPV) Rule provides the basic principle underlying the sharing of ownership in a new venture. The principle often fails because the entrepreneur and the venture capitalist cannot agree on the potential profitability value of the venture.First, the venture capitalist may simply have a less optimistic interpretation of the data related to the venture's profit potential. We refer to this discrepancy between the expectation of the entrepreneur and that of the venture capitalist as the expectation gap.Second, the venture capitalist knows that for the venture's potential to be realized, the entrepreneur/manager must devote his full effort to the success of the organization. This is not a problem if the entrepreneur owns the entire project. Once the ownership is shared, however, especially when the venture capitalists own the majority of the shares, the entrepreneur has a financial incentive to apply less than the diligence required to control costs and protect the interests of the outside equity holders. This financial incentive arises because any perk, including leisure or shirking, consumed by the entrepreneur does not have to be shared with the venture capitalist, while every dollar saved does. This is not solved by the venture capitalist acquiring a larger percentage of the company. That will only exacerbate the problem as it decreases the cost to the entrepreneur of each dollar of the company's funds spent for the perk. We refer to this as the motivation problem.In the article, we show how stock options can be used to deal effectively with both problems. First, stock options are always worth more to the optimist than to the pessimist. Thus, there will be a reverse valuation gap with respect to the stock options. We show that by issuing stock options to the entrepreneur, it is possible to close the expectation gap.To solve the motivation problem, the entrepreneur's stake must be increased to the extent where the cost to him of excessive consumption of perks will be as high as the benefit he derives. This can be accomplished by taking advantage of two valuation characteristics of stock options. First, stock options are worth only a fraction of the value of the underlying equity shares. Thus, it is easier for the venture capitalist to give up these, rather than the underlying equity shares. Second, the stock options will fluctuate with the venturing firm's value at a higher rate than the entrepreneur's percentage ownership. Thus, by issuing the entrepreneur a combination of equity shares and stock options, it is possible to increase significantly the entrepreneur's cost of “shirking” or “excessive consumption of perks.” Under idealized conditions, it is possible to design a financing arrangement that eliminates the motivation problem.The principles discussed here provide benchmarks that both the entrepreneur and the venture capitalist may wish to bring to the negotiating table. In the end, there is no substitute for the building of trust between the two to give the venture the maximum chance of success.     

Evaluating the effects of equity incentives using PSM: Evidence from China

This paper investigates the effects of equity incentives on firm performance in Chinese listed firms. We address the sample selection problem by employing the propensity score matching methodology. Results show that, (1) On the whole, performance is positively related to equity incentives even after controlling for sample selection bias; (2) The final control rights have an important impact on the effects of equity incentives. The execution of equity incentives in privately owned firms can significantly decrease the agency costs between shareholders and managers, but such effects cannot be observed in state-owned firms; (3) Effects of equity incentives depend on the incentive type, that is, comparing to stock-based incentives, option-based incentives can reduce the agency costs significantly, thus are more effective; (4) Ownership structure also has important impacts on the effects of equity incentives. The agency costs decrease in firms with more decentralized ownership after introducing equity incentive, while in concentrated firms the effect is negligible.     

University revenues from technology transfer: Licensing fees vs. equity positions

This paper analyzes the financial return of universities' taking equity in their spin-off companies, and the prevailing attitudes toward taking equity. The reasons for taking equity include: the flexibility it gives licensing managers in structuring deals, the possibility that the university will still hold something of value if their technology is replaced, and, the reduced time required to generate revenue compared to a traditional license. A traditional license is preferred when the technology is not suitable for a spin-off company, or when the technology is one of the rare jackpot licenses that bring in millions of dollars every year.The financial reward of taking equity was determined by comparing the value of equity sold in public spin-off companies to the return on an average license. A traditional license consists of a license issue fee between $10,000 and $250,000 and an annual royalty on sales. In 1996 the average annual income from a traditional license was $63,832. The average value of equity sold in 16 university spin-off companies is $1,384,242. If one assumes that half the spin-offs fail before they go public, the average value of equity is $692,121. This is more than 10 times the average annual income from a traditional license, and is significantly higher than the amount usually received as a license issue fee.The high average value of equity depends on the presence of a few million-dollar equity sales. If those sales are excluded, the average value of equity is $139,722, which is within the range that can be received as a license issue fee. There is a high correlation between million-dollar equity sales and the amount of venture capital spending in the region. The million-dollar sales in this study all occurred in the top 11 states in the country in terms of venture capital spending in 1997.From a financial viewpoint it makes sense for licensing managers to take equity in their start-up companies. Our data show that even if none of the start-ups produces a million-dollar equity sale, the financial return of equity will be within the range normally received as a license issue fee. Taking equity leaves the door open for the occasional jackpot, which will bring in significantly more money than a standard license. When combined with a strong program of traditional licensing, taking equity in start-up companies maximizes the financial return that universities realize from their intellectual property.     

高管薪酬激励过度了吗——基于边际递减效应与中国民营上市公司的研究

在隐性激励大量存在的中国市场,上市公司高管看起来显著较低的薪酬亦可能导致一定程度的过度激励.文章考虑到民营企业在高管薪酬激励方面的特异性,选择2001-2007年中国民营上市公司的经验证据,具体讨论高管薪酬激励对企业业绩的影响.有别于先前多数有关高管薪酬激励的研究文献,文章不仅清晰展现了高管薪酬激励存在一定的滞后效应;而且进一步证实高管薪酬激励存在较为显著的边际递减效应和过度激励,即民营企业高管薪酬激励与企业业绩之间在表现为线性正相关关系的同时呈现出左低右高的倒"U"形关系.     

股权激励、代理成本与企业投资效率

将股权激励、所有权结构、代理成本与投资效率纳入一个统一的分析框架,使用产权属性作为调节变量,代理成本作为中介变量,实证检验股权激励是否影响投资效率,以及股权激励、所有权结构、代理成本与投资效率之间的关系。结果表明:股权激励能够抑制上市公司的非效率投资,代理成本的中介效应显著,但所占比重很小,非国有企业的抑制作用大于国有企业,非国有企业的中介传导机制畅通;国有企业"期权激励"方式能够显著抑制非效率投资,非国有企业的非效率投资通过实施"股票激励"方式能够得到显著抑制;实施股权激励计划能够显著抑制上市公司的投资不足,非国有企业的抑制作用大于国有企业,非国有企业的代理成本中介效应机制畅通,国有上市公司的代理成本中介效应不显著。     

Motivating managers with money: How to assess and reward performance

Does money motivate managers? Many current compensation programs are merely annual bonuses or profit-sharing plans. Seldom is an executive rewarded for actual improvement in performance. The author looks at the situation from two angles: salary administration and incentive bonus administration. First, there must be equality between salary earned and salary received. Second, a company has to establish criteria for evaluating an employee's earned income. The author suggests that an employee's evaluation be based on his observable daily performance, rather than on vague concepts such as his willingness to cooperate or his loyalty to the firm. When a company does award bonuses it should give them for performance that exceeds the daily criteria, and it should pay the bonus immediately.     

The path of lease resistance: How changes to lease accounting treatment may impact your business

In this installment of Accounting Matters, we examine potential consequences of the Financial Accounting Standards Board's Proposed Accounting Standards Updates for Leases. In the context of a previous accounting change (FIN 48), we investigate how these changes will affect firms’ accounting choices, investment decisions, debt covenant requirements, and analysis of other key financial data. Changes in accounting standards may have significant indirect economic effect on companies as they can trigger debt covenant violations, restrict access to capital, and distort key financial information used by investors and lenders. New accounting standards may also directly affect the calculation of employee bonuses and incentives that utilize EBITDA or operating income as benchmarks. We include recommendations for managers and identify specific debt covenant components that may limit the negative consequences of the proposed change to lease accounting.     

Reassessing the relationships between private equity investors and their portfolio companies

The scope and purpose of this special issue is to reassess the relationships between private equity (PE) investors and their portfolio companies in the light of the need for venture capital/ private equity (VC/PE) firms to adapt their strategies for value creation in the light of the recent financial crisis. We particularly focus upon VC/PE characteristics that differently contribute to portfolio firm performance. The papers presented in this special issue capture this aim in various ways, reflecting the heterogeneity of VC/PE investors and the firms in which they invest. We begin this introductory paper by providing a brief overview of each paper’s contribution. We articulate themes for an agenda for future research relating to the heterogeneity of investor types and the contexts in which they invest.     

The relationship between governance structure and risk management approaches in Japanese venture capital firms

This paper attempts to understand what drives Japanese venture capital (JVC) fund managers to select either active managerial monitoring or portfolio diversification to manage their firms' investment risks [J. Bus. Venturing 4 (1989) 231]. Unlike U.S. venture capitalists that use active managerial monitoring to gain private information in order to maximize returns [J. Finance 50 (1995) 301], JVCs have traditionally used portfolio diversification to attenuate investment risks [Hamada, Y., 2001. Nihon no Bencha Kyapitaru no Genkyo (Current State of Japanese Venture Capital), Nihon Bencha Gakkai VC Seminar, May 7]. We found that performance pay is positively related to active monitoring and that management ownership is positively related to active monitoring and negatively related to portfolio diversification. The managerial implication of our study is that venture capitalists should be as concerned about the structure of their incentive systems for their fund managers as they are for their investee-firm entrepreneurs. Agency theory says that contingent compensation is a self-governing mechanism for individual effort that is difficult to measure and verify. When properly applied, equity ownership and performance-based pay can have powerful influencing effects on the strategic choices of managers.     

Managerial power,perquisite consumption and the efficiency of property right system: Evidence from Chinese listed companies

This research uses data of Chinese listed companies during 2001–2004 to test the effects of managerial power on perquisite consumption and firm performance from the perspectives of CEO duality, ownership dispersion and long-term tenure of top executives. Results show that companies with higher managerial power tend to incur higher perquisite consumption, while their performance does not improve accordingly. Moreover, perquisite consumption fails to offer effective incentives to managers, and non-state-controlled listed companies have greater managerial power, higher perquisite consumption, and worse performance than that of their state-controlled peers. Results also show that managerial power is an important factor influencing compensation incentive.     

Venture capital in transition: A Monte-Carlo simulation of changes in investment patterns

This article examines the nature of the investment process which has historically generated high returns for venture capital funds, and the impact on fund returns of perceived changes in management practice and the structure of the industry. The article outlines some policy implications for fund managers, investors, and the general management of corporations.The authors have investigated the investment process and the changes in the nature of the process through the use of a Monte-Carlo simulation model. Information gathered from interviews with fund managers and the available published data on venture fund performance (including proprietary surveys) was used to develop and calibrate the model. The model replicates the relatively high average fund returns and distribution of returns for funds through the early 1980s. The model simulates a multistaged investment process which draws on a pool of investment opportunities which have a log normal distribution of returns and a low (zero) average return. The model readily permits the exploration of the impact of management and industry practices on fund returns.The conditions identified by the authors, which led to high rates of return on the part of venture capital funds, include:

• 1.1) multistaged investment or commitment of funds on an incremental basis with evaluation of venture performance before commitment of additional fund;
• 2.2) objective evaluation of venture performance with the clear distinguishing of winners from losers;
• 3.3) parlaying funds or having the confidence to commit further funds to ventures identified as winners;
• 4.4) persistence of returns from one round to the next, which implies that valuable information is gained from previous rounds of investment in the same venture;
• 5.5) long-term holding of investment portfolios for a period sufficient for geometric averaging of compound returns to cause the winners to “take over” or raise portfolio returns.

Taken together, these conditions have permitted venture capital funds to historically realize strong average returns with a few of them realizing extraordinary returns.The article also explores the consequences of what some believe is happening in the industry: a trend toward holding investments for shorter periods, increased competition both for investments and later in the product-market arena, and a growing lack of loyalty between investors and investees. All of these conditions and their indirect consequences were shown by the model to negatively impact the limited partners in the venture capital funds while general partners, given the structure of fees and the distribution of investment returns, generally realized a reasonable to extraordinary return. The article outlines a number of management and investment policy implications for investors and fund managers.     

风险投资有限合伙制激励约束机制研究

有限合伙制对发展风险投资有着重要的金融经济价值,是我国风险投资事业发展的一个前进方向。对有限合伙制中基金与管理人、项目遴选、项目经理人、投资对象和有关专家聘用等五个方面的激励与约束机制进行分析,结果表明,有限合伙制的利益激励与风险约束相对称,构成了风险投资系统的两个方面,二者共同作用保证了风险投资收益的可靠性。现阶段,我国发展有限合伙制,就激励与约束机制而言,应尽快完善有限合伙制的相关法律体系。     

Determinants of the round-to-round returns to pre-IPO venture capital investments in U.S. biotechnology companies

I propose that pre-IPO venture-backed biotech companies offer a useful new setting through which to evaluate the relative merits of theories for why firm size and book-to-market explain variation in stock returns. This is because pre-IPO biotech firms have large and rapidly evolving growth options relative to assets-in-place. Such attributes align closely with the key features of the model by Berk et al. [Berk, J.B., Green, R.C., Naik, V., 1999. Optimal investment, growth options, and security returns. Journal of Finance 54 (5), 1553–1607] of the endogenous relations between growth options, optimal investment actions and expected equity returns, where firm size and book-to-market emerge as sufficient statistics for the aggregate risk of a firm's assets-in-place. Using venture capital investments in pre-IPO U.S. biotech companies during 1992–2001, I find that equity returns between financing rounds (‘round-to-round’ returns) are reliably negatively related to firm size and positively related to book-to-market ratios. I interpret these results as being most consistent with the theory of Berk et al., and less consistent with alternative explanations such as financial distress, behaviorally biased investors or data snooping.     

不确定性与投资:实物期权还是冒险行为

文章依据公司不确定性与投资关系的实物期权理论与代理理论,从公司债务期限结构、投资不可逆性、公司成长性、财务困境和股权激励五个维度,提出风险投资关系及其影响因素的检验命题,并利用中国上市公司数据分析得到结果。研究结果表明,中国民营上市公司存在较强的投资风险规避倾向,但这种关系在存在财务困境和股权激励的公司表现减弱。国有上市公司存在相似的现象但显著性相对不明显。     

A cross-national investigation of incentive sales compensation

Why do managers choose one sales compensation form rather than another? Theoretical answers typically focus on the type of plans managers should design, not on the factors that managers actually consider. Managers from various national origins pursue and weigh objectives through experience in a way that theoretical models may not capture. Incorporating conceptualizations from a wide range of disciplines, we specify a model examining the influence of cultural factors on sales compensation decisions of managers (incentive vs. fixed pay and parity vs. equity allocation). The model, tested with data collected from bank managers across six European countries, illustrates the importance of considering national culture when designing sales force compensation policies applied across multiple countries. We also find evidence that most European bank managers accept incentive pay to motivate salespeople but, perhaps paradoxically, overwhelmingly reject equity allocations to achieve control and parity. We discuss the implications of our findings for research on international governance systems and the diffusion of sales force management practices.     

Long‐term Investments and Financial Structure

This paper examines how the financial structure of a firm affects the incentives of managers to act myopically. The paper shows that managers tend to choose investments that pay off too quickly if there is a possibility that shareholders will fire the managers in the future. However, this problem can be avoided if firms are appropriately financed. Since the gains from firing the managers accrue first to the creditors, the shareholders’ incentive to fire the managers is reduced when the firm increases its debt ratio. The firm should thus choose an optimal financial structure to ensure that the level of incentive for shareholders to dismiss managers is appropriately controlled.     

Financial intermediaries,ownership structure and the provision of venture capital to SMEs: evidence from Japan

This paper examines how the provision of venture capital to small- and medium-sized businesses (SMEs) is influenced by the ownership structure of the venture capital provider. We introduce a new and unique dataset from the Japanese venture capital market, comprising data on investment and venture capital activities of 127 Japanese venture capital funds. The data allow us to provide a direct comparison of the behaviour of individual owner-manager venture capitalists versus financial intermediation (e.g., bank’s venture capital divisions). The data indicate owner-manager venture capitalists (financial disintermediation) give rise to much smaller portfolios of SMEs and more advice to entrepreneurs. Across the scope of different financial intermediation structures, including banks, life insurance companies, securities firms, corporations and government bodies, there are further differences in the provision of governance and value-added advice provided to SMEs. Also, the data indicate US-affiliated funds in Japan are more likely to have smaller portfolios and tend to provide more advice to SMEs.

Enhancing managerial equity incentives with moving average payoffs

Prior research suggests that Asian stock options provide stronger managerial equity incentives than traditional stock options do, holding the cost of the option grant constant. Although this is true on the grant date, it is not over the life of the option grant. Very little of the initial advantage remains after 2 years because Asian stock options have diminishing incentive effects over time. A simple solution is to replace averaging over the option's life with averaging over a moving window. We show that moving average options do not have the diminishing incentive problem and are effective in preventing managerial gaming.     

Motivation toward financial incentive goals on construction projects

Construction industry observers tout the use of financial incentives as promoters of motivation and commitment on projects. Yet, little empirical evidence exists concerning their effectiveness. What are the drivers of motivation on construction projects? The reasons that construction project participants are motivated to pursue voluntary incentive goals are examined through four Australian case studies. The results demonstrate the critical role played by project relationships and equitable contract conditions in promoting the effectiveness of financial incentives. In the context of a construction project, this study finds financial incentives to be less important to motivation and performance than relationship enhancement initiatives. This finding is unexpected and has implications for the design of project procurement strategies. These results suggest that if project clients ignore the importance of relationship quality between participants, the impact of any financial incentive will be compromised.     

中小上市公司股权激励与技术创新投入的关联性——基于不同终极产权性质的实证研究

以股权激励的利益趋同效应假说与壕沟效应假说为基础,利用中国中小上市公司2007—2010年的平衡面板数据,对经营者股权激励与技术创新投入的非线性关系进行实证检验,并基于终极控制人的不同性质,将上市公司分为国有控股与非国有控股两组分别进行检验,研究发现:中小上市公司的经营者股权激励与技术创新投入之间存在倒U型曲线关系;终极产权性质对这种关联性具有显著影响,即在国有控股公司中,股权激励与技术创新投入之间存在正相关关系,而在非国有控股公司中,股权激励与技术创新投入之间则存在倒U型曲线关系。