The Structure and Management of Alliances: Syndication in the Venture Capital Industry*

abstract Syndicates are a form of inter‐firm alliance in which two or more venture capital firms co‐invest in an investee firm and share a joint pay‐off. Syndication is a significant part of the venture capital market yet little research has been conducted into the process of structuring syndicate deals and the management of syndicates following deal completion. This paper analyses the neglected issues concerning the structuring and management of syndicated venture capital investments from the perspectives of both lead and non‐lead syndicate members using two surveys of venture capital firms and examination of syndication documents. Lead investors typically have larger equity stakes and the syndicated investment agreement is a document that enshrines the rights of participants rather than specifying behaviour. Contractual arrangements typically serve as a back drop to relationships as non‐legal sanctions are important and decisions are typically reached following discussion and consensus, but lead venture capital investors’ residual and specific powers are important in ensuring timely decision‐making. The findings extend previous work on alliances by emphasizing the importance of non‐legal sanctions, especially reputation effects, in mitigating opportunistic behaviour by dominant equity holders. The paper also adds to the limited research on the dynamics of alliances by highlighting the role of repeat syndicates.     

Network advantage’s effect on exit performance: examining venture capital’s inter-organizational networks

This study investigates how a venture capital’s network affects its exit performance. While most network research focuses on individual characteristics such as centrality and density, this study explores the overall advantage that results from holding a network position (i.e., a network advantage). This network advantage is examined at the syndicate level, which is a group of organizations. Within this context, the study contemplates the syndicate’s network advantage and hones in on the syndicate’s network advantage diversity, because the composition of members’ network advantage within the syndicate as well as the syndicate’s network advantage itself may affect the syndicate’s performance. To do this, first it is hypothesized that both a venture capital syndicate’s network advantage and its network advantage diversity are positively associated with its exit performance. Next, the study predicts that a syndicate’s network advantage diversity negatively moderates the positive relationship between the syndicate’s network advantage and its exit performance. Then a two stage least squares analysis of 1137 venture capital syndicate investments largely confirms the predicted effects. A syndicate’s network advantage is shown to contribute to its exit performance. A syndicate’s network advantage diversity clearly weakens the positive relationship between the syndicate’s network advantage and performance, while its direct effect on performance is not significantly supported. Overall, these findings show that a syndicate’s network advantage and its diversity are critical determinants of its exit performance in the venture capital industry.

     

Founders' Characteristics,Venture Capital Syndication and Governance in Entrepreneurial IPOs

Using a unique sample of 444 entrepreneurial IPOs in the UK and France this paper examines links between founders' characteristics, venture capital (VC) syndication and the development of effective boards in entrepreneurial firms. It argues that VC-backed IPOs suffer from two sets of agency problems which are related to principal-agent and principal-principal relationships between the founders and members of the VC syndicate. The empirical evidence shows that there is a curvilinear relationship between the intensity of founders' external ties and VC syndication. Founders' retained share ownership is negatively associated with VC syndication. We also find that in syndicated IPOs there is a higher involvement of passive private equity firms and “business angels” investing alongside VC firms, both in terms of their number and equity presence. VC-syndicated IPOs have more independent boards than IPOs with no VC involvement. Board independence is negatively associated with founders' retained equity. These results are consistent with the assumption that board independence is used to mitigate agency costs associated with VC involvement in IPO firms. Our findings also identify significant differences in governance characteristics between the UK and France. While French IPOs have less independent boards, they involve more VC backing in general and syndicated VC funding in particular, than UK IPOs.     

Tapping Deep Pockets: The Role of Resources and Social Capital on Financial Capital Acquisition by Biotechnology Firms in Biotech–Pharma Alliances

Strategic alliances with pharmaceutical firms allow small biotechnology firms to acquire needed financial capital in exchange for sharing new, cutting‐edge technologies. This study draws from aspects of resource‐based view and social capital theory to examine the factors that influence the extent of financial capital biotech firms acquire when forming an alliance with pharmaceutical firms. Using a sample of 184 alliances from the period 1995–2000, we found that alliances where the pharmaceutical firm has greater management control are associated with greater acquisition of financial capital by the biotech firm. We also found that the credibility of the pharmaceutical firm is positively associated with the extent of financial capital acquired by the biotechnology firm and that the number of patents that the biotech firm has is negatively associated to the financial capital the biotech firm receives. We discuss the implications of our findings for theory, research, and management practice.     

Outbound open innovation in bio-pharmaceutical out-licensing

Our study investigates the outbound open innovation of firms engaged in technological venturing. Leveraging insights from the sociology theory and innovation literatures, we clarify whether social status helps entrepreneurial ventures overcome market imperfection and information asymmetry in out-licensing and illustrate the importance of specific aspects of social status building in this context. We also examine the effect of failure experiences on out-licensing. We take a dynamic view of desorptive capacity by studying an entrepreneurial venture’s learning process, both internally, in terms of its own technology trajectory, and externally, through inter-organizational alliances. We apply a negative binomial model to our novel panel of 180 firms studied over an 18-year period with controls for stocks of clinical development activities, patenting and prior licensing activities. Empirical analysis enables us to observe the impact which the firms’ technological and development status, reputation and desorptive capacity exert upon out-licensing volume. Prior outbound open innovation studies do not account for the heterogeneity of technology and R&D success and failure experiences observed in our study. We also demonstrate the contingency effect of external learning from alliances during the building-up of a firm’s desorptive capacity, or the way in which the number of co-authoring partners in scientific publications negatively moderates the positive effect of the number of commercial alliances on the volume of its out-licensing deals. Our findings contribute to the understanding of external knowledge exploitation and complement important aspects of the literatures on outbound open innovation and desorptive capacity, offering empirically rich insights for bio-pharmaceutical firms into the drivers behind volumes of out-licensing deals.     

The impact of venture capital financing method on SME performance and internationalization

One of the basic premises of venture capital is leverage, which often means adding money and other resources to speed up growth. As a result, small- to medium-sized venture funded firms are expected to show significant growth at an early stage. Our research examines how equity based-venture funding methods affect SME performance and internationalization. We divide venture capital financing into several categories: incremental financing where firms receive their venture capital funding in portions, lump-sum funding where firms receive their funding in one lump-sum, syndication where two or more external investors participate in a single financing round and non-syndicated financing where one investor participates in a single financing round. The results show that type of equity-based venture capital financing affect performance and internationalization. Annual sales growth rate and annual turnover are used as proxies for performance. Export ratio is used as a proxy for internationalization. Staged financing and financing through a syndicate has a positive effect on performance and internationalization when used separately. We observe a negative effect when syndication and staged financing are used in combination.     

Taking a Second Look in a Warped Crystal Ball: Explaining the Accuracy of Revised Forecasts

The fundamental questions we address are whether firms with a higher initial forecasting ability are able to accurately revise the exit forecasts of their investments; and how co‐investment partners and value‐adding commitment with their investment influence the main effect. We explore these questions with novel and unique data collected via mixed research methods on venture capital firms’ forecasts of 114 portfolio companies. We find that venture capital firms that are better at making initial forecasts are less effective in revising their forecasts. In addition, while the number of co‐investment partners positively moderate this relationship, venture capital firms’ value‐adding commitment moderates it negatively. Our findings contribute to the literature on organizational forecasting as well as inter‐organizational knowledge transfer and knowledge creation. They also provide novel insights into venture capital literature and practice.     

Flow Signals: Evidence from Patent and Alliance Portfolios in the US Biopharmaceutical Industry

Integrating signalling theory and the portfolio diversity literature, we theorize that diversity in a firm's patent and alliance portfolios sends contrasting flow signals impacting its market value in a nuanced way. Diversity in an alliance portfolio mediates the patent portfolio diversity – market value relationship by suppressing the negative effect of patent portfolio diversity creating an overall positive effect. We test our mediation model on a longitudinal set of 225 US biopharmaceutical firms that were awarded 17,078 patents and participated in 37,744 alliances between 1990 and 2006. Our theory and findings contribute three novel insights. First, we demonstrate the value of a temporal lens in explaining why diversity in a firm's patent and alliance portfolios send flow signals that establish expectations among market observers and have performance implications. Second, establishing that patent and alliance portfolio diversity are temporally sequenced provides compelling evidence for the value of studying multiple types of portfolios, their temporal relationships and effects on firm outcomes. Third, since diversity in a firm's portfolios can send contrasting flow signals conditioned on the cognitive demands and proximity involved in interpreting the signals, firms that do not maintain a ‘signalling fit’ with market observers increase the probability of unintentional negative signalling effects.     

Resource Dependence and Network Relations: A Test of Venture Capital Investment Termination in China

This study examines how venture capital (VC) firms terminate investments in an emerging economy context. We contend that due to the weak institutional environment, it is appropriate to draw on insights from power and social relation perspectives for a better understanding of the phenomenon. Specifically, we argue that a termination decision hinges on not only the dependence relationship between a VC firm and its portfolio companies, but also the social relationships among VC firms. Event history analyses of approximately 12,000 VC deals made in China between 2001 and 2012 reveal that when a VC firm has a greater number of investments in an industry, it is more likely to terminate investments on a portfolio company in that industry. Moreover, such effect on termination is moderated by the focal VC's embeddedness with its syndicate partners and collaboration opportunities with other VC firms outside the immediate access of the syndicate partners. Our study sheds light on research on VC decision making in emerging markets by integrating insights from resource dependence relationships and interorganizational network characteristics.     

Strategic Motives For International Alliance Formation*

This paper considers the strategic motivation for international alliance formation for a sample of UK firms with partners in western Europe, the United States and Japan. the relative importance of a set of strategic motives is identified and related to extant theory. A parsimonious set of strategic motives for the sample studied is provided by means of factor analysis. the paper identifies the main strategic motives for alliance formation by UK firms as intrinsically linked to the market and geographical expansion of the firm and that the main strategic motives are underpinned by the theories of strategic positioning and organizational learning. This study also finds that some of the often suggested motives for alliance formation found in the literature, in particular aspects of risk reduction associated with new projects, appear not to be particularly important motivating factors. Hypotheses are tested on the relationship between the relative importance of individual strategic motives and a number of characteristics of the sample - contractual form of the alliance, relative partner size, primary geographical location of the venture, industry of the alliance and partner nationality. Implications of the findings for future theorizing on alliances and their motives is identified.     

Accounting Scandals in IPO Firms: Do Underwriters and VCs Help?

We examine whether underwriter reputation, venture capitalist (VC) backing, and VC reputation are related to the probability that a newly public firm has serious accounting problems. Using a novel data set, we find that the probability of restatement by an initial public offering (IPO) firm is positively related to underwriter reputation and negatively related to VC backing, VC reputation, and VC maturity. Our results do not appear to be driven by the endogeneity of underwriter reputation or VC backing. Our findings suggest that while VCs positively influence the financial reporting quality of IPO firms, underwriters’ concerns about revenue generation outweigh their concerns about reputation.     

The Importance of Alliances in Firm Capital Structure Decisions: Evidence from Biotechnology Firms

Building on finance research, we argue that the ex post hazards arising from alliance formation depend upon the firm's financial condition. Financial distress jeopardizes the continuity of an alliance and the value of the investments involved. Thus, firms should reduce leverage to signal continued commitment and to induce investments from alliance partners. Accordingly, we find that a firm's current alliance propensity predicts its subsequent capital structure decisions and that this relationship is most pronounced in the presence of other exchange hazards. Our paper contributes to alliance research and to the growing literature discussing the strategic consequences of capital structure. Copyright © 2015 John Wiley & Sons, Ltd.     

Internal Knowledge Development and External Knowledge Access in Venture Capital Investment Performance

abstract    We examine the performance effects of two knowledge-driven strategies – internal knowledge development and external knowledge access through inter-firm relationships – in the context of venture capital investing. Using longitudinal data on the investments, syndication, and performance of 200 US-based venture capital firms, we find that investing in industries in which a firm has more knowledge and investing with more or familiar external partners enhances investment performance. In addition, we reveal important interactions between the two strategies, such that access to external knowledge is particularly beneficial when the investment exposes gaps in the firm's own expertise. Thus, access to external knowledge is more effective when an incongruity exists between what the firm knows and what it intends to do. We discuss the study's implications for organizational knowledge and learning, strategic alliance, and venture capital literature.     

Attracting cross-border venture capital: the role of a local investor

Examining an increasingly prevalent but under-researched phenomenon, cross-border venture capital investments, it is observed that local venture capitalists typically invest first, followed by foreign venture capitalists in later rounds. A model is developed that explains the role of a domestic venture capital investor in attracting foreign investors and which also accounts for the impact of various circumstances on the importance of this role. In our model based on analysis of nine cross-border venture capital-backed companies, local venture capitalists have several important roles in increasing the venture's cross-border investment readiness including advice to operational management and contributing contacts and local market knowledge. The importance of these roles is mitigated if the entrepreneurial team is highly experienced or if the home market is not important for the venture. The prominence of the local investor has signalling value. Finally, the local investor's international social capital facilitates the formation of cross-border syndicates. Overall, the model developed in the paper contributes to a better understanding of cross-border venture capital and in particular to the division of labour between domestic and foreign venture capitalists in international venture capital syndicates. The paper also contributes to the emerging literature on international social capital.     

Playing on Two Chessboards: Reputation Effects between Corporate Social Responsibility (CSR) and Corporate Political Activity (CPA)

It has recently been argued that corporate social responsibility (CSR) is ‘political’. It has been neglected however, that firms also operate politically in a traditional sense, in seeking to secure favourable political conditions for their businesses. We argue that there are potential synergies between CSR and corporate political activity (CPA) that are often overlooked by firms and that recognition of these synergies will stimulate firms to align their CSR and CPA. We develop a conceptual model that specifies how various configurations of a firm's CSR and CPA – alignment, misalignment, and non‐alignment – affect the firm's reputation beyond the separate reputation effects of CSR and CPA. This model has important implications for understanding how and why firms should pay attention to their CPA and CSR configurations, and thereby contributes to the broader issue of why firms should make sure that they are consistent in terms of responding to stakeholder concerns.     

A Knowledge Accessing Theory of Strategic Alliances

ABSTRACT The emerging knowledge‐based view of the firm offers new insight into the causes and management of interfirm alliances. However, the development of an effective knowledge‐based theory of alliance formation has been inhibited by a simplistic view of alliances as vehicles for organizational learning in which strategic alliances have presumed to be motivated by firms’ desire to acquire knowledge from one another. We argue that the primary advantage of alliances over both firms and markets is in accessing rather than acquiring knowledge. Building upon the distinction between the knowledge generation (‘exploration’) and knowledge application (‘exploitation’), we show that alliances contribute to the efficiency in the application of knowledge; first, by improving the efficiency with which knowledge is integrated into the production of complex goods and services, and second, by increasing the efficiency with which knowledge is utilized. These static efficiency advantages of alliances are enhanced where there is uncertainty over future knowledge requirements and where new products offer early‐mover advantages. Compared with alternative learning‐based approaches to alliance formation, our proposed knowledge‐accessing theory of alliances offers the advantages of greater theoretical rigour and consistency with general trends in alliance activity and corporate strategy.     

Venture capitalist monitoring: Evidence from governance structures

We examine the impact of venture capitalist (VC) involvement, quality and exit on corporate governance structures at the time of and subsequent to an initial public offering (IPO). Venture capital backed firms utilize governance structures with greater levels of monitoring at the time of an IPO compared to non-backed firms, but this difference begins to dissipate over time. While short-lived, IPOs backed by high quality VCs have greater overall monitoring levels than those IPOs backed by low quality VCs. IPOs backed by high quality VCs use significantly more equity-based compensation than their low quality counterparts. Finally, the exit of a VC materially alters the governance structure of firms. Measures of governance decline following the departure of a venture capital firm. Overall, the presence of a venture capitalist affects governance structures of firms both at the IPO and through the early years as public firms.     

Reputation and Corporate Social Responsibility Aberrations,Trends, and Hypocrisy: Reactions to Firm Choices in the Stock Option Backdating Scandal

Drawing on strategic corporate social responsibility (CSR) and reputation theory, this paper examines the market reaction to firm disclosures of involvement in the US stock option backdating scandal. We examine how a firm's prior signals regarding ethical behaviour and values, as demonstrated through CSR initiatives, may both ameliorate and exacerbate market reactions. CSR initiatives may buffer a firm against general wrong‐doing but expose it to greater scrutiny and sanction for related wrong‐doing. Our results show that firms with enhanced overall reputations for CSR are partially buffered from scandal revelations. However, we find that when firms possess an enhanced reputation for CSR associated with corporate governance, violations pertaining specifically to governance are viewed as hypocritical and more harshly sanctioned. We also find lower and negative market reactions for firms that delay but self‐disclose their involvement in the scandal. The study extends the emergent, related literatures on strategic CSR and reputation management, and documents dynamics in the relationship between corporate social and financial performance.     

Independent venture capital, corporate venture capital, and the internationalisation intensity of technology-based portfolio firms

Firms that internationalise early in their lives share characteristics with those that receive venture capital. The relationship between receipt of venture capital and the international intensity of 1348 young technology firms is examined, including whether the source of capital, from independent venture capital firms, corporations or private sources, has an impact. The absence of venture capital is shown to be positively associated with increased internationalisation. While previous literature suggests differences in the value added of different sources of venture capital, the results indicate no such differences in their impact on international intensity.     

Do Firms Learn from Alliance Terminations? An Empirical Examination

In this paper, drawing from the learning from failure perspective, we argue that firms that have experienced prior terminations are less likely to have their future alliance terminated. Our key argument is that prior terminations will enable firms to design better alliances and adopt more appropriate alliance management strategies to avoid future terminations. We also suggest a more nuanced view of learning by hypothesizing that termination experience will mediate the relationship between alliance formation experience and likelihood of termination. We used the case–control methodology to select a sample of 198 alliances (consisting of 99 terminations and an equal number of surviving alliances) from the global biotechnology industry, and deployed logistic regression analysis to test the hypotheses in a multivariate setting. Our analysis strongly supports both hypotheses.