742. Brian Broughman & Jesse M. Fried, Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups, 03/2013; subsequently published in Cornell Law Review, Vol. 98, 1319-1357, (2013).
Abstract: Venture capitalists (VCs) usually exit their investments in a startup via a trade sale. But the entrepreneurial team - the startup's founder, other executives, and common shareholders - may resist a trade sale. Such resistance is likely to be particularly intense when the sale price is low relative to VCs' liquidation preferences. Using a hand-collected dataset of Silicon Valley firms, we investigate how VCs overcome such resistance. We find, in our sample, that VCs give bribes (carrots) to the entrepreneurial team in 45% of trade sales; in these sales, carrots total an average of 9% of deal value. The overt use of coercive tools (sticks) occurs, but only rarely. Our study sheds light on important but underexplored aspects of corporate governance in VC-backed startups and the venture capital ecosystem.