“Don’t Go Chasing Waterfalls”: Fiduciary Duties in Venture-Capital-Backed Start-Ups

Sarath Sanga and Eric Talley

The Journal of Legal Studies, 2024, vol. 53, issue 1, 21 - 65

Abstract: We develop a model of venture capital contracting and use it to evaluate an emergent set of judicial precedents in corporate law, which we label the Trados doctrine. In our model, founders hold common stock, while venture capital investors hold convertible preferred stock. We show that preferred shareholders have inefficient incentives to liquidate low-valued firms and to continue high-valued firms, while common shareholders inefficiently favor the opposite. The extent of incentive misalignment depends on the firm’s intrinsic and outside valuations, and it is most severe around preferred shareholders’ liquidation preference and conversion point. Although legal liability rules can rectify these misalignments, they can only do so categorically when management prioritizes preferred shareholders’ interests. The Trados doctrine, however, generally obligates management to prioritize common shareholders’ interests. Our model offers a precise mechanism for how capital structure, corporate governance, and legal doctrine jointly determine firms’ value.

Date: 2024
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