This Research Handbook examines major developments in private equity and venture capital. It focuses on the organization of funds, investment, and exit transactions, the governance of companies within investment portfolios, operational impacts, and the regulatory environment.
This
Research Handbook examines major developments in private equity and venture capital. It focuses on the organization of funds, investment and exit transactions, the governance of companies within investment portfolios, operational impacts and the regulatory environment.
International experts integrate legal and financial perspectives in their analysis of the trends, developments and debates surrounding private markets. Data and case studies from Asia, Europe and North America are used to evaluate topics such as ‘unicorn’ governance, international tax implications and the ‘disclosure gap’ between private and public equity markets. The Research Handbook highlights the challenges and opportunities in applying private equity and venture capital governance structures, exploring conflicts among firm managers and passive investors, general and limited partners and across different classes of equity. By assessing regulations and operations, it provides avenues to develop future research and wider understanding of these fields.
This Research Handbook is a valuable resource for students and scholars of private equity financing, corporate transactional law and business and management. It is also beneficial for practitioners, regulators and policymakers in the fields of private equity and venture capital.
Contents
Introduction x
PART I ORGANIZATION OF PE/VC FUNDS
1 Private equity fund bargaining: What we know (and dont know) 2
William W. Clayton
2 Time to shrink the disclosure gap between private and public equity
markets 19
Peter Morris and Ludovic Phalippou
3 International tax implications for private equity investments 42
Young Ran (Christine) Kim
4 U.S. taxation of private equity and venture capital 65
Gregg D. Polsky
PART II PE/VC TRANSACTIONS INVESTMENTS AND EXITS
5 Going public with IPOs and SPAC mergers 79
Rongbing Huang, Jay R. Ritter, and Donghang Zhang
6 Legal innovation in Chinese venture capital and private equity contracts
122
Lin Lin
7 Musk & Twitter: A case study in private equity and contractual certainty
137
Cathy Hwang and Steven Davidoff Solomon
8 The evolution of Chinas venture capital and private equity markets 158
Mark Humphery-Jenner and Jo-Ann Suchard
9 The challenges facing venture capital in digital asset markets 176
Khalil Bryant and Yesha Yadav
10 Equity dilution in venture capital finance after Brookfield Asset Mgmt.,
Inc. v. Rosson 203
Robert Bartlett
PART III GOVERNANCE AND CONTROL OF PORTFOLIO COMPANIES
11 A decade of Trados 224
Abraham J.B. Cable
12 Dual-class IPOs: A solution to unicorn governance failure 238
Ofer Eldar
13 The RSU time bomb: Regulating startup equity compensation in the unicorn
era 257
Yifat Aran
14 Dynamic views of startup governance and failure 276
Elizabeth Pollman
PART IV IMPACT OF PE/VC ON PORTFOLIO COMPANY OPERATIONS
15 From Wall Street to work floor: How private equity buyouts affect workers
292
Martin Olsson and Joacim Tåg
16 Antitrust, private equity, and venture capital 305
Matthew T. Wansley and Samuel N. Weinstein
17 Does private equity create or destroy value? Analysis of post-buyout
outcomes and defaults 333
Edith Hotchkiss
PART V REGULATION ENABLING OR CONSTRAINING PE/VC
18 Bankruptcy team sports and the private equity playbook 344
Kenneth Ayotte and Jared A. Ellias
19 Mandatory corporate law as an obstacle to venture capital contracting in
Europe: Implications for markets and policymaking 360
Luca Enriques, Casimiro A. Nigro, and Tobias H. Tröger
20 Venture capital litigation 388
Kate Litvak
Edited by Brian Broughman, Law School, Vanderbilt University and Elisabeth de Fontenay, Law School, Duke University, USA
