{"title":"Don't Go Chasing Waterfalls: Fiduciary Duties in Venture Capital Backed Startups","authors":"Sarath Sanga, E. Talley","doi":"10.2139/ssrn.3721814","DOIUrl":"https://doi.org/10.2139/ssrn.3721814","url":null,"abstract":"Venture-capital-backed startups are often crucibles of conflict between common and preferred shareholders, particularly around exit decisions. Such conflicts are so common, in fact, that they have catalyzed an emergent judicial precedent -- the Trados doctrine -- that requires boards to prioritize common shareholders' interest and to treat preferred shareholders as contractual claimants. We evaluate the Trados doctrine using a model of startup governance that interacts capital structure, corporate governance, and liability rules. The nature and degree of inter-shareholder conflict turns not only on the relative rights and options of equity participants, but also on a firm's intrinsic value as well as its value to potential third-party bidders. Certain combinations of these factors can cause both common and preferred shareholders' incentives to stray from value maximization. We show that efficient decisions can be induced by an \"anti-Trados\" rule that emphasizes preferred shareholders' interests and treats common shareholders as contractual claimants. The Trados doctrine, by contrast, cannot categorically reconcile private interests with value maximization. More generally, our model offers a precise mechanism through which corporate governance and capital structure jointly determine firm value.","PeriodicalId":281116,"journal":{"name":"ERPN: Other Governance (Management) (Sub-Topic)","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-10-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116357482","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Where Have Foreign Banks in Nigeria Gone? The Impact of Local Competitors on MNEs Strategic Choices and Outcomes","authors":"Lilach Nachum, C. Ogbechie","doi":"10.2139/ssrn.3001552","DOIUrl":"https://doi.org/10.2139/ssrn.3001552","url":null,"abstract":"Privately owned Nigerian banks hold 94% of banking assets in Nigeria, the world's second largest share of local ownership, and the share had grown over time while it declined around the world. Theoretical explanations for the dominance of local firms related to liabilities of foreignness do not appear to apply to Nigeria banking industry; nor does the absence of pull factors that attract banks to Nigeria. To explain this puzzle we have adopted an exploratory study design, including extensive interviews with local and foreign banks in Nigeria and also examine Nigeria in regional and global perspectives. This exploration suggests that the entrepreneurial spirit of local banks, combined with nationalistic pride, have formed formidable barrier to the entry of foreign banks, deterring their entrance and undermining the market position of the few who entered. Nigeria government had played major role in this development, by instilling governance and ownership standards as well as by market structure and competition that have spurred the development of these capabilities. Such policy role signifies a distinct and unexplored means via which governments affect foreign entry and competitive dynamics after entry. We offer theoretical extensions to accommodate these features in the theory of the MNEs and outline implications for policy and firms. We highlight the merits of studying phenomena that are inconsistent with theories as an opportunity for theory extension and development.","PeriodicalId":281116,"journal":{"name":"ERPN: Other Governance (Management) (Sub-Topic)","volume":"32 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-11-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114368458","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Bridging the Mutual Knowledge Gap: Coordination and the Commercialization of University Science","authors":"Reddi Kotha, G. George, K. Srikanth","doi":"10.2139/ssrn.1534049","DOIUrl":"https://doi.org/10.2139/ssrn.1534049","url":null,"abstract":"We examine why commercialization of interdisciplinary research, especially from distant scientific domains, is different from commercialization of inventions from specialized or proximate domains. We argue that anticipated coordination costs arising from the need to transfer technology to licensee firms and from the need for an inventor team's members to work together to further develop a technology significantly impact commercialization outcomes. We use a sample of 3,776 university invention disclosures to test whether variation in the types of experience of the scientists on a team influences the likelihood that an invention will be licensed. We proffer evidence to support our hypotheses that anticipated coordination costs influence whether an invention is licensed and that specific forms of team experience attenuate such coordination costs. The implications of these findings for theories of coordination, innovation, and entrepreneurship are discussed.","PeriodicalId":281116,"journal":{"name":"ERPN: Other Governance (Management) (Sub-Topic)","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-06-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115093809","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Social Reality, the Boundaries of Self-Fulfilling Prophecy, and Economics","authors":"Teppo Felin, N. Foss","doi":"10.2139/ssrn.1151206","DOIUrl":"https://doi.org/10.2139/ssrn.1151206","url":null,"abstract":"Organizational scholars have recently argued that economic theories and assumptions have adversely shaped management practice and human behavior, leading not only to the incorporation of trust-eroding market-mechanisms into organizations but also unnecessarily creating self-interested behavior. A number of highly influential papers have argued that the self-fulfilling nature of (even false) theories provides the underlying mechanism through which economics has adversely shaped not just social science but also management practice and individual behavior. We question these arguments, and argue that there are important boundary conditions to theories falsely fulfilling themselves, boundary conditions that have hitherto been unexplored in organizational research, and boundary conditions which question the underlying premises used by organizational scholars and social scientists to attack economics. We specifically build on highly relevant findings from social psychology, philosophy and organizational economics to show how (1) objective reality and (2) human nature provide two important boundary conditions for theories (falsely or otherwise) fulfilling themselves. We also defend organizational economics, specifically the use of high-powered incentives in organizations, and argue that self-interest (rightly understood) facilitates in creating beneficial individual and collective and societal outcomes.","PeriodicalId":281116,"journal":{"name":"ERPN: Other Governance (Management) (Sub-Topic)","volume":"32 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-06-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128117061","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Optimism, Overconfidence and Entrepeneurial Activity","authors":"R. Trevelyan","doi":"10.1108/00251740810890177","DOIUrl":"https://doi.org/10.1108/00251740810890177","url":null,"abstract":"Purpose - This paper aims to explore the question of confidence in entrepreneurship, and the impact confidence has on key tasks in the venture development process.Design/methodology/approach - Propositions about the relationship between key elements of confidence (optimism and overconfidence) are made in order to unpack the confidence construct. Simple tests of these propositions are conducted using a small sample of Australian entrepreneurs. Further propositions are made about the impact of optimism and overconfidence on activity across different phases of the new venture development process.Findings - Two elements of confidence, optimism and overconfidence, are distinct in their association with each other and with a third individual difference (regulatory focus). The dual and sometimes opposing impacts of optimism and overconfidence on new venture activity are explored. Optimism and overconfidence are both beneficial when deciding to become an entrepreneur, but overconfidence is harmful when making decisions in response to setbacks.Research limitations/implications - Conclusions are limited by the sample size and simple analytical techniques. Rather, the impact of the paper is in the implications of the independence of optimism and overconfidence. Future research can explore and test the propositions made about when each is harmful and when beneficial.Practical implications - For entrepreneurs, it is important to be aware of your optimism and overconfidence in different situations. When optimism is beneficial, use it, but when overconfidence is harmful, mitigate against it by asking the right questions and working with others to check assumptions and strategies.Originality/value - This paper distinguishes between two individual differences, optimism and overconfidence, that are typically thought to be interdependent and beneficial for entrepreneurs.","PeriodicalId":281116,"journal":{"name":"ERPN: Other Governance (Management) (Sub-Topic)","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132620606","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"From Corporate Governance to Metagovernance - A Holistic Framework","authors":"Sheetal Kumar Radia","doi":"10.2139/ssrn.984647","DOIUrl":"https://doi.org/10.2139/ssrn.984647","url":null,"abstract":"Corporate and financial market history has demonstrated that the approaches to corporate governance set out in the standard economics and finance literature may require further development. This paper presents a generic and holistic framework that views corporate governance as part of the governance infrastructure in an economic system. The framework is based on a multi-disciplinary approach that attempts to acknowledge the deviations from the efficient markets hypothesis and principal-agent theory that have been observed. In doing so, it is hoped that using this framework will provide greater insights and understanding about the dynamics of corporate governance as well as corporate misgovernance. Corporate scandals affect trust and confidence. This paper proposes that trust and confidence rest on a seat of governance, which is held up by three interdependent and dynamic supports - corporate governance (within firms), reputational intermediaries (banks, institutional investors, auditors, media, ratings agencies etc) and proactive monitors (generic term referring to all bodies that devise, monitor and enforce policies and laws). Events from corporate and financial market history demonstrate that a key proactive monitor may be required to play a more dynamic and pivotal role as an agent of metagovernance. Through, what the author terms as market command with robust control mechanisms, this authority can co-ordinate and influence the supports of governance. Metagovernance would enable a dynamic assessment of the integrity of the governance infrastructure in order to protect and stimulate wealth generation; while ensuring that any risk posed to trust and confidence nationally and globally is at an acceptable level.","PeriodicalId":281116,"journal":{"name":"ERPN: Other Governance (Management) (Sub-Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129722344","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}