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Gebhardt, Georg and Schmidt, Klaus M. (March 2006): Conditional Allocation of Control Rights in Venture Capital Finance. Discussion Papers in Economics 2006-13

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When a young entrepreneurial firm matures, it is often necessary to replace the founding entrepreneur by a professional manager. This replacement decision can be affected by the private benefits of control enjoyed by the entrepreneur which gives rise to a conflict of interest between the entrepreneur and the venture capitalist. We show that a combination of convertible securities and contingent control rights can be used to resolve this conflict efficiently. This contractual arrangement is frequently observed in venture capital finance.

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