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Article
Publication date: 1 January 1994

J.B. Barney, Lowell Busenitz, Jim Fiet and Doug Moesel

Two types of opportunism, managerial and competitive, are described. Contractual covenants that control these types of opportunism are used when they are likely to occur, i.e.…

Abstract

Two types of opportunism, managerial and competitive, are described. Contractual covenants that control these types of opportunism are used when they are likely to occur, i.e., when there are obstacles to monitoring management behavior and when returns to starting new firms are large. These ideas are subjected to empirical test. The relationship between managers in new firms and venture capitalists is receiving increased attention in the literature (Norton and Tenenbaum 1990; Sahlman, 1988). The determinants and implications of several attributes of these relationships have been examined, including the percentage of a new firm's equity held by venture capitalists, the number of seats on the board controlled by venture capitalists, and the post‐funding activities of venture capitalists (e.g., helping the new firm raise additional capital, contacting customers, replacing management) (Barney, Busenitz, Fiet, and Moesel, 1989). While our understanding of the relationship between managers in new firms and venture capitalists is growing, one particularly important component of that relationship has yet to receive significant attention in the literature: the details of the formal contractual arrangement between managers in a new firm and venture capitalists. Often called the “terms and conditions” of the relationship between managers and venture capitalists, these contractual details specify the rights and obligations of both managers and venture capitalists throughout their entire relationship in a series of covenants (Fiet, 1991). Among other items, contractual covenants can specify limits on capital expenditures, limits on managerial salaries, limitations on raising additional outside capital, technology non‐disclosure agreements, and conditions for forcing a change in managing and liquidating the deal. The purpose of this paper is to understand the determinants of the formal contractual arrangements between managers in new firms and venture capitalists.

Details

Managerial Finance, vol. 20 no. 1
Type: Research Article
ISSN: 0307-4358

Article
Publication date: 23 September 2022

Tera L. Galloway and Douglas R. Miller

This paper aims to examine the impact of a firm’s governance characteristics on the signals released during the initial public offering (IPO) process. This paper focuses on the…

Abstract

Purpose

This paper aims to examine the impact of a firm’s governance characteristics on the signals released during the initial public offering (IPO) process. This paper focuses on the role of the firm’s founder and how different signals convey or diminish agency issues of adverse selection and moral hazard prior to IPO. This study also explores the performance impact (underpricing) of firm founder involvement on signal effectiveness.

Design/methodology/approach

This paper examines 122 firms during the IPO process to determine the influence that the founder’s presence, position and ownership has on signaling behaviors as well as on firm performance.

Findings

The authors find that founders influence how often the firm files amendments to the prospectus. Furthermore, the results suggest that agency-reducing signals are complicated and can interact to enhance either positive or negative signals that impact underpricing at IPO.

Research limitations/implications

The findings offer insights concerning how signalers can more effectively manage multiple signals that may interact negatively with firm characteristics. This study also provides contributions to both signaling and agency theories, discusses implications for practitioners and suggests opportunities for future research.

Practical implications

This has important implications for founders and managers of firms approaching IPO. The results suggest that founders are better off filing fewer addendums to their S-1 during the IPO process as this decreases underpricing. Underwriters and investors will be interested in these outcomes as identifying signals is an important factor when pricing firm valuation. Similarly, investors seek to identify firms that have a higher likelihood of underpricing because underpricing increases investor recognition and subsequent long-term impact on performance.

Originality/value

The findings offer insights concerning how signalers can more effectively manage multiple signals that may interact negatively with firm characteristics. The authors extend research in entrepreneurship and marketing by exploring indirect ways firms can communicate to investors using signaling, to increase value during the IPO process. This study provides contributions to both signaling and agency theories, discusses implications for practitioners and suggests opportunities for future research.

Details

Journal of Research in Marketing and Entrepreneurship, vol. 25 no. 1
Type: Research Article
ISSN: 1471-5201

Keywords

Article
Publication date: 3 August 2021

David Noack, Douglas R. Miller and Rebecca Guidice

This paper brings in relevant entrepreneurial behavior theory to understand the ownership decisions founders make during the nascent stage of new venture creation, and how such…

Abstract

Purpose

This paper brings in relevant entrepreneurial behavior theory to understand the ownership decisions founders make during the nascent stage of new venture creation, and how such decisions impact the viability of the firm.

Design/methodology/approach

The authors examine the behavior and decision making of 137 lead founders during the nascent stage of new venture creation. Psychological ownership and environmental uncertainty are measured of lead founders when dividing up firm ownership among the founding team. Using a longitudinal approach, these nascent-stage decisions are then analyzed to understand the impact on the new venture one year later.

Findings

Counter to prior research suggesting teams are better off with identical wages and ownership, the authors find such harmony (i.e. “kumbaya”) pursuit to be a detriment to new venture emergence. Specifically, this study finds that nascent ventures are better off with an unequal ownership split among the founding team members. These findings suggest that nascent firms with an unequal split are more likely to move beyond the nascent stage and launch a functional business.

Research limitations/implications

Although the results of this study offer a valuable contribution to lead founders and new businesses, the study looked at each startup independent of another and is therefore not able to draw any conclusions related to competitiveness.

Practical implications

Lead founders and founding teams frequently divide ownership evenly among the founders. This paper shows that, while convenient, the decision to divide ownership equally can hamper a nascent firm as it moves toward the launch phase of the startup process. These results should motivate founders to think deeply regarding the ownership structure decision and, at the very least, consider the possible negative costs associated with the pursuit of founding team unity.

Originality/value

While scholars have brought attention to the nascent stage, few have identified and analyzed the decisions that take place during this critical time of the new venture development process. Furthermore, even is less is known of the impact nascent decisions have on startup launch. This study sheds light on these areas.

Details

Journal of Small Business and Enterprise Development, vol. 28 no. 7
Type: Research Article
ISSN: 1462-6004

Keywords

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