信息不对称性与风险企业相机控制权安排的关系分析

相机控制权安排是风险投资合约的中心问题之一。在风险资本融资时,存在信息不对称和逆向选择问题。创业家向风险资本家转移的控制权是显示其类型的信号,这是一个不完全信息动态博弈问题。拥有相机控制权的风险资本家会根据事后的信息决定是否对风险企业进行干预。如果进行干预,创业家得不到私人利益。因此,风险资本家拥有相机控制权,对好创业家来说,成本是很低的,对坏创业家而言,是很大的威胁,从而使好创业家得到融资的同时,减少了坏创业家进行融资的可能性。     

试论高技术企业融资契约的选择与安排

风险资本家与企业创业家的关系在本质上是一种委托代理关系,由于高技术企业的不确定特性,风险资本家必须面对更加复杂的管理问题、技术问题,以及市场问题,因而风险投资公司和高技术企业必须构建合理的融资契约来协调双方的责权利关系。     

风险企业控制权安排的信息经济学解释

信息不对称是风险企业的显著特征,也是形成风险企业独特控制权安排的主要原因。利用信息经济学的方法对风险企业控制权安排的三个特点进行分析,弄清风险企业控制权安排的不同方面都是为了解决因信息不对称而引起的某个方面的问题。     

高技术风险企业董事会的功能及风险资本家的作用

一、监控功能 企业的契约理论将企业看成是由一系列"显性"和"隐性"的契约组成.由于信息不对称和未来的不确定性,使得这些契约不可能对未来所有的情形(contingence)进行详细的描述,即所谓合同的不完全性.这样就会导致剩余控制权与剩余索取权的分配,尤其是控制权的分配是区别公司治理结构的重要特征.Williamson(1996)将董事会看成是代表剩余索取者(股东)行使控制权的工具和手段.董事会的监控功能在于使管理层与股东的目标最大程度地趋于一致,采取的手段主要是激励与约束手段,如聘用和解雇管理层,制定管理层的薪酬计划,审查公司财务业绩,重大决策的批准与执行监督等.尽管在处于创业阶段的高技术风险企业中,企业的所有者与管理层之间的角色重叠(创业企业家既是所有者又往往是CEO),利益冲突比上市公司要小,但是这种利益冲突仍然存在,因为企业家并没有拥有100%的股权,而且高技术企业技术创新复杂性决定了风险企业比传统企业的信息不对称性更加严重.因此,风险企业的董事会的监控功能仍然是必需的,风险资本家在董事会中的监控作用也更加积极和直接.     

试论风险资本与高技术创业企业的有效融合

风险资本产生于资本、市场、企业等各自发展且彼此联系的历史进程中,体现出在这样的一系列联系中发育成长的实质。在高技术企业发展的整个历程中,风险资本家无论在控制权安排,还是融资结构选择方面都起着举足轻重的作用。因此,风险资本作为联系融资合约双方的纽带,无疑成为分析高技术企业融资机制的切入点。     

国有企业控制权转移对企业风险承担的影响

在混合所有制改革中,国有企业控制权转移对企业行为和绩效有着重要的影响.合理的风险承担对促进企业自身成长和宏观经济活力具有积极的意义.本文基于2003-2016年中国A股上市公司数据,构建多时点双重差分模型检验国有企业控制权转移对企业风险承担的影响及其机制.结果 发现,国有企业控制权转移显著抑制了企业风险承担;第二类代理问题越严重,国有企业控制权转移对企业风险承担的抑制效应越明显,表明国有企业控制权转移通过控制权私利机制抑制了企业风险承担;进一步的异质性分析表明,股权制衡程度和机构持股比例越高以及地区法治水平和市场化程度越高,国有企业控制权转移对企业风险承担的抑制效应越弱.本文研究为理解国有企业控制权转移的经济效应提供了新的经验证据.优化内外部公司治理环境可以缓解国有企业控制权转移后企业过度规避风险倾向,提高企业风险承担水平.     

浅议企业项目建设投资风险及其控制

项目建设投资在建设过程中会受到各种不确定风险的影响,为了降低投资风险,保证建设目标的顺利实现,企业必须高度重视项目建设投资风险的管理与控制。本文从相关概念入手,对项目建设投资风险产生的原因进行了深入的分析,并提出了项目建设投资风险控制的措施。     

风险投资交易设计研究

风险投资是一种高风险与高收益并存的投资，风险资本家作为投资理性人总是希望把风险控制在最低限度内，获取最大化收益，然而，风险资本家与创业家之间的信息总是不对称的，从而出现两之间的风险和收益的分摊问题，本分析了合理的投资交易设计对解决这一问题的重要性，而且重点地分析了合理投资交易设计的基本途径及制度环境。     

风险资本退出时机和退出方式的确定原理

风险企业或者其部分股份能否高价出售 ,让风险资本带着丰厚的利润退出是风险投资的关键。风险资本退出的两个基本问题是何时退出和怎样退出 ,即退出时机和退出方式问题。理论上 ,风险投资周期由项目边际增加值和项目边际成本共同确定。实际上 ,风险资本退出时机和退出方式还受到风险企业其他投资者、交易双方信息不对称、风险资本家的管理能力、预先签定的投资协议和市场形势影响。     

风险企业契约性质与治理特征研究

本文分析了风险企业的内涵与产权结构,指出风险企业是一系列不完全契约与关系契约的集合,具有高度的人力资本依赖性、特殊的产权结构与治理结构,控制权配置是风险企业治理的核心,人力资本在风险企业控制权治理中占据主导地位,最后探讨了风险企业控制配置的特点与内容.     

The CEO,venture capitalists,and the board

An element in the never-ending debate about the process of funding highpotential businesses is the extent to which venture capitalists add value besides money to their portfolio companies. At one end of the spectrum, venture capitalists incubate start-ups and nurture hatchlings, while at the other extreme, so-called “vulture” capitalists feed on fledgling companies. A very important way in which venture capitalists add value other than money to their portfolio companies is by serving on boards of directors. Hence, by studying the role of outside directors, especially those representing venture capital firms, we were able to shed light on the issue of value-added.In the first phase of the research, we studied 162 venture-capital-backed high-tech firms located in California, Massachusetts, and Texas. In the second phase (with data from 98 of the 162 firms), the lead venture capitalists on the boards were classified according to whether or not they were a “top-20” firm.Board Size The average board size was 5.6 members, which was somewhat less than half the size of the board of a typical large company. Board size increased from 3 to 4.8 members with the first investment of venture capital.Board Composition and Control The typical board comprised 1.7 inside members, 2.3 venture capital principals, .3 venture capital staff, and 1.3 other outsiders. Insiders constituted 40% or less of the members of 82% of the boards, while venture capitalists made up over 40% of members of 55% of the boards. When a top-20 venture capital firm was the lead investor, then 55% of the board members were venture capitalists; in contrast, when the lead was not a top-20 firm, only 23% of board were venture capitalists.Value-Added Overall, our sample of CEOs did not rate the value of the advice of venture capitalists any higher than that of other board members. However, those CEOs with a top20 venture capital firm as the lead investor, on average, did rate the value of the advice from their venture capital board members significantly higher—but not outstandingly higher—than the advice from other outside board members. On the other hand, CEOs with no top-20 as the lead investor found no significant difference between the value of the advice from venture capitalists and other outside board members. Hence, in our sample, we could not say that there was a noticeable difference in the value of valueadded by top-20 boards and non-top-20 boards.The areas where CEOs rated outside board members (both venture capitalists and others) most helpful were as a sounding board, interfacing with the investor group, monitoring operating performance, monitoring financial performance, recruiting/replacing the CEO, and assistance with short term crisis. That help was rated higher for early-stage than later-stage companies.Our findings have the following implications for venture capitalists, entrepreneurs, and researchers.Venture Capitalist The main product of a venture capital firm is money, which is a commodity. It's impossible to differentiate a commodity in a martetplace where the customers have perfect information. As venture capitalists learned since the mid-1980s, their customers (entrepreneurs) now have an abundance of information that, while it may not be perfect, is certainly good enough to make a well-informed decision when selecting a venture capital firm. Hence, value-added may be the most important distinctive competence with which a venture capital firm—especially one specializing in early-stage investments—can differentiate itself from its competitors. If that is the case, then venture capital firms need to pay more attention to their value-added, because CEOs, overall, do not perceive that it has a great deal of value to their companies. The top-20 appear to be doing a somewhat better job in that area than other venture capital firms.Entrepreneurs If an entrepreneur wants outside board members who bring valueadded other than money, it appears that they can do as well with non-venture capitalists as with venture capitalists. The entrepreneurs we talked to in our survey gave the impression that board members with significant operating experience are more valued than “pure” financial types with no operating experience. If venture capital is an entrepreneur's only source offunding, then the entrepreneur should seek out firms that put venture capitalists with operating experience on boards. It also appears that an entrepreneur, will, on average, get more value-added when the lead investor is a top-20 firm, but there is a drawback: when a top-20 is the lead investor, it is more likely that venture capitalists will control the board. No entrepreneur should seek venture capital solely to get value-added from a venture capitalist on the board, because outside board members who are not venture capitalists give advice that is every bit as good as that given by venture capitalists.Researchers Value-added is a fruitful avenue of research. From a practical perspective, if valueadded exists it should be measurable. So far the jury has not decided that issue. Some finance studies of the performance of venture-capital-backed initial public offerings (IPOs) claim to have found valueadded, some claim to have found none, and at least one study claims to have found negative value- added. From a theoretical perspective, value-added is relevant to agency theory, transaction cost economics, and the capital asset pricing model. It also is relevant to strategic analysis from the viewpoint of distinctive competencies.     

Strategic Interactions,Bargaining Power and Stability of Joint Venture in an Emerging Nation

We model strategic interaction between a domestic firm and a foreign firm involved in a joint venture, incorporating negotiations over equity shares and its implications for stability in the context of an emerging country. The foreign firm has superior technology, whereas the domestic firm has better local market knowledge. Modelling simultaneous innovation effort and bargaining power over equity share, we provide a rationale for the stability of the joint venture. We find that a certain level of technological knowledge can empower the bargaining power under certain parameter configurations and assumptions, such that the firms will negotiate to agree over their equity shares and maintain the joint venture. In this context, the stability of the joint venture is always an expected outcome. We have also shown that the domestic firm’s bargaining power and knowledge acquisition directly affect the domestic firm’s R&D effort and threaten the stability of the JV. We try to justify a probable situation where the firms may negotiate hard over equity shares but still maintain the joint venture.

     

Emerging strategies in the venture capital industry

This article reports a study of the future direction of the venture capital industry by examining the basic strategies and strategic assumptions of a broad sample of venture capital firms. There are three main sets of results:First, the once homogeneous venture capital industry is rapidly dividing into several different “strategic groups.” Members of these “groups” are increasingly distinguishing themselves from other groups on four basic dimensions followed by member firms: 1. Financial Resources—Equity capital comes from a greater variety of sources (five major sources) resulting in fundamentally different demands on the mission of the receiving venture capital firm. 2. Staff Resources—The way venture capital firms use staff resources, particularly regarding investee management assistance, is becoming increasingly varied across different groups. Some firms provide fewer than 2-days per year, while others provide up to 450 man-days per year per client. 3. Venture Stages—While the overall industry retains a primary interest in stage 1,2, and 3 investment, specific firms vary considerably in the distribution of investment emphasis across these three stages. 4. Use of Financial Resources-Firms in the industry are becoming increasingly differentiated in the size of minimum investments they make ($100 M to $1000 M) and in their role as a direct investor versus a “broker” for institutional funds. Practicing venture capitalists should make use of this first set of findings in two ways. First, they may find it useful to compare their firm's orientation along these four strategic dimensions with those of the firm's that comprised this study. Second, they may seek to use these four strategic dimensions as a basis on which they might examine, clarify, and/or redefine the marketing strategy pursued by their firm.A second set of results identified three goals and priorities of venture capital firms that have neither changed over time nor across increasingly different strategic groups. Annualized, after-tax return on investments of between 25% and 40% remain the most common objective across all firms. A 5-to-6 year investment time horizon and a major emphasis on the quality of the management team in evaluating new deals were universal priorities across diverse venture capital firms.A third finding in this study was that venture capital firms profess greater “certainty” about the future direction of the venture capital industry than the direction of their firm. The most notable example of this is a strong sense that industry-wide rates of return are headed downward yet few senior partners expect their firm to experience this decline.Practicing venture capitalists may be interested to peruse these results to see what trends are predicted within the venture capital industry by this subsample of that industry. Second, they should consider the finding that industry-wide rates of return are headed downward in light of the first two sets of findings to develop their own opinion about the future performance of different strategic groups within the industry.It is important to note that the sample of venture capital firms on which this study was based did not include most of the larger, older funds. Some of these funds would be characterized as “industry leaders, pace-setters, and innovators.” The sample provides a solid representation of the “broad middle” of the venture capital industry and newer entrants into the industry. While larger, older funds are under represented, their impact on future trends and strategies in the industry is captured to some extent in the set of questions about “future direction of the venture capital industry.“Finally, the emerging strategic groups in the venture capital industry that were identified by this study may be useful information for investors as well as users of venture capital. For investors, the opportunity to participate in venture capital activity should become more clearly understood and varied. Basically, this study should help investors differentiate the strategic posture of different venture capital firms and funds on four factors rather than simply industry/geographic considerations.For users of venture capital, the results of this study suggest a possibility for multiple options that are both more accessible and more catered to specific needs. Users of venture capital should find a clearer basis on which to differentiate venture capital firms in terms of venture stage priorities, staff utilization orientations, sources and uses of financial resources. This should make for more informed “shopping” among different venture capital sources and provide a basis on which to “shop” for the most compatible firm.     

企业孵化器与风险投资结合的经济学分析

专业化经济与范围经济是生产过程中存在的两种典型经济规律,利用这两个经济规律来解释企业孵化器功能向风险投资延伸的原因,并对中间产品与企业制度之间的关系进行简单的论述,以便进一步分析企业孵化器与风险投资之间既融合又相对独立的经济现象。     

The board and strategy: Venture capital and high technology

In the area of strategy formulation, the part played by the board of directors in high technology firms operating with funds provided by venture capital organizations has not been investigated before. This exploratory study, although based on a limited sample, looks at some of the fundamental issues and contrasts the involvement of the board in firms of this kind with very limited involvement of the board in small conventional firms and in large publicly-held corporations. The relative power of management and the board of directors is of great importance. In contrast with the small conventional firm and the large corporation, in both of which the Chief Executive Officer is usually in firm control of the board and generally does not look to the board for active involvement in strategy formulation, the high-technology firms funded by venture capital organizations are characterized by a board of directors that has high power relative to management. This power can be understood not only in terms of the “power of the purse” (high concentration of the ownership in hands external to management), but also in terms of the expertise of the venture capitalists and their access to important networks.The business plan which is a key element in obtaining initial funding is in effect a statement of strategy that is carefully scrutinized by the venture capitalists, some of whom will assume positions on the board of directors. The board is similarly involved in the revisions of business plans in conjunction with later rounds of funding.The study found that the board is typically small, with outsiders rather than management in control; further, at least some of the outside members were found to have a high degree of expertise and a close working relationship with management. Board meetings are frequent and deal actively with key issues and with the review of how the strategy is working and what changes in strategy may be required. Reviews of the business plan when a new round of funding is required or when major new product or marketing decisions are needed are examples of likely occasions for involvement of the board in strategy revisions.Further research should center on identifying the conditions under which board involvement can play a constructive role in the strategy process of these high technology companies. Some pertinent variables are suggested. The next step in research should be more structured and quantitative and should use a geographically dispersed sample, but field interviews will be of continuing value as a complement.For firms funded by venture capital organizations, the board of directors is a significant interface between the venture capitalists and the internal management group. The working relationship between inside and outside directors in this arena, in strategy formulation and in other major business decisions, is a matter of considerable practical importance.     

Why do venture capital firms exist? theory and canadian evidence

This paper investigates the role of venture capitalists. We view their “raison d’être” as their ability to reduce the cost of informational asymmetries. Our theoretical framework focuses on two major forms of asymmetric information: “hidden information” (leading to adverse selection) and “hidden action” (leading to moral hazard). Our theoretical analysis suggests four empirical predictions.1. Venture capitalists operate in environments where their relative efficiency in selecting and monitoring investments gives them a comparative advantage over other investors. This suggests strong industry effects in venture capital investments. Venture capitalists should be prominent in industries where informational concerns are important, such as biotechnology, computer software, etc., rather than in “routine” start-ups such as restaurants, retail outlets, etc. The latter are risky, in that returns show high variance, but they are relatively easy to monitor by conventional financial intermediaries.2. Within the class of projects where venture capitalists have an advantage, they will still prefer projects where monitoring and selection costs are relatively low or where the costs of informational asymmetry are less severe. Thus, within a given industry where venture capitalists would be expected to focus, we would also expect venture capitalists to favor firms with some track records over pure start-ups. To clarify the distinction between point 1 and point 2, note that point 1 states that if we look across investors, we will see that venture capitalists will be more concentrated in areas characterized by significant informational asymmetry. Point 2 says that if we look across investment opportunities, venture capitalists will still favor those situations which provide better information (as will all other investors). Thus venture capitalists perceive informational asymmetries as costly, but they perceive them as less costly than do other investors.3. If informational asymmetries are important, then the ability of the venture capitalist to “exit” may be significantly affected. Ideally, venture capitalists will sell off their share in the venture after it “goes public” on a stock exchange. If, however, venture investments are made in situations where informational asymmetries are important, it may be difficult to sell shares in a public market where most investors are relatively uninformed. This concern invokes two natural reactions. One is that many “exits” would take place through sales to informed investors, such as to other firms in the same industry or to the venture’s own management or owners. A second reaction is that venture capitalists might try to acquire reputations for presenting good quality ventures in public offerings. Therefore, we might expect that the exits that occur in initial public offerings would be drawn from the better-performing ventures.4. Finally, informational asymmetries suggest that owner-managers will perform best when they have a large stake in the venture. Therefore, we can expect entrepreneurial firms in which venture capitalists own a large share to perform less well than other ventures. This is moral hazard problem, as higher values of a venture capitalist’s share reduce the incentives of the entrepreneur to provide effort. Nevertheless, it might still be best in a given situation for the venture capitalist to take on a high ownership share, since this might be the only way of getting sufficient financial capital into the firm. However, we would still expect a negative correlation between the venture capital ownership share and firm performance.Our empirical examination of Canadian venture capital shows that these predictions are consistent with the data. In particular, there are significant industry effects in the data, with venture capitalists having disproportionate representation in industries that are thought to have high levels of informational asymmetry. Secondly, venture capitalists favor later stage investment to start-up investment. Third, most exit is through “insider” sales, particularly management buyouts, acquisitions by third parties, rather than IPOs. However, IPOs have higher returns than other forms of exit. In addition, the data exhibit the negative relationship between the extent of venture capital ownership and firm performance predicted by our analysis.     

Financing entrepreneurship: Bank finance versus venture capital

This paper examines the entrepreneur's choice between bank finance and venture capital. With bank finance, the entrepreneur keeps full control of the firm and has efficient incentives to exert effort. With venture capital finance, there is a two-sided moral hazard problem as both the entrepreneur and venture capitalist (VC) provide unverifiable effort. The entrepreneur benefits from the VC's managerial input but must surrender partial ownership of the venture, thus diluting the entrepreneur's incentive to provide effort. Venture capital tends to be preferred to bank finance when VC productivity is high and entrepreneurial productivity is low.     

Venture capital reputation: a blessing or a curse for entrepreneurial firm innovation—a contingent effect of industrial distance

This study investigates whether venture capital reputation is a blessing or a curse for entrepreneurial firm innovation by using data from 1553 observations of venture capital investments on entrepreneurial firms in China’s New Over-the-Counter (OTC) Market. Advantages that venture capital brings to entrepreneurial firms have been widely acknowledged in extant research. However, our research emphasizes the potential resource outflows rather than inflows when firms are embedded in a shared reputable venture capital, and finds that the curse effect of venture capital reputation on entrepreneurial firms is manifested. Furthermore, we develop the concept of venture capital “intra-industrial reputation” and “extra-industrial reputation” to give a contingent answer to the “blessing or curse” question. The conclusions are drawn indicating that the curse effect is contingent on industrial distance. Venture capital intra-industrial reputation is positively linked to entrepreneurial firm innovation, whereas extra-industrial reputation exerts a strong negative impact, which is responsible for the curse effect.     

风险企业股票期权类型选择机制研究

在风险企业的创业过程中,风险企业家和员工的人力资本在很大程度上决定着创业的成败,然而人力资本具有非共生性,需要用一定的激励机制来共化人力资本于风险企业的价值之中。定量分析体现股票期权激励效果的因素,以边际激励效果因子大小为选择股票期权类型的标准,来比较标准的股票期权计划和基于业绩要求的股票期权计划所产生的激励效果,为风险企业采用高激励效果的基于业绩要求的股票期权计划提供依据。