Why do we still mark the beginning of corporate existence with the filing of a charter?  Why file charters publicly when the content is overwhelmingly focused on internal stock rights?  Why does the leading jurisdiction of Delaware make charters so …

In 2023, a former employee and shareholder of a struggling startup called Teespring sued not just the company and its managers, but also one of its investors: Hydrazine Capital, a venture fund affiliated with OpenAI CEO Sam Altman. The plaintiff …

In recent years, the failure of high-profile startups has drawn renewed attention to a persistent question in the venture capital (VC) world: How much diligence is enough when speed of investment is at a premium? Collapses at the likes of …

The startup ecosystem fuels America’s economy in ways few other sectors can match. It has also ridden waves of boom and bust, with periods of explosive growth followed by cool-downs. During these market downturns, capital becomes scarce and investors must …

Venture capital contracting is the function of a complex private-ordering exercise through which venture capitalists and entrepreneurs address the challenges of financing high-tech firms (Kaplan & Strömberg, 2004). Throughout decades of iterative practice, U.S. venture capital contracts have …

In the world of startups, founders are often elevated to near mythical status – the force poised to disrupt entire industries. This adulation can grant founders extraordinary latitude in corporate control, especially in innovative and unregulated sectors like tech or …

Venture capital (VC) is a key driver of economic growth. A substantial body of legal and financial scholarship has examined the institutional factors that shape VC activity. In the first of two papers, we build on the idea that the …

In a forthcoming book chapter, we analyze the regulatory challenges facing venture capital (VC) firms as they navigate engagement with decentralized cryptocurrency markets, particularly through decentralized autonomous organizations (DAOs).[1] These challenges have grown urgent, as the crypto industry emerges …

One distinctive feature of the U.S. economy over recent decades has been the rise of the entrepreneur-dominated public company.  This development has  derived largely from the growth of private funding available through venture capital, so that initial public offerings have …

The venture capital (VC) industry has undergone a profound transformation over the past two decades with the emergence of common VC investors — that is, VC firms that hold ownership stakes in multiple startups within the same industry or product …

Since the global financial crisis of 2007-2008, the corporate finance markets have been dramatically transformed. Most notable has been the rise of non-traditional providers of debt finance such as private credit funds, which now aggressively compete with traditional finance providers …

In the complex world of corporate governance, a novel mechanism has reemerged: board observers. Operating without the conventional voting rights of board members, these individuals have become pivotal in bridging the gap between ambitious startups and their venture capital (VC) …

Our economy is dominated by five aging tech giants – Alphabet, Amazon, Apple, Meta, and Microsoft. Each of these firms was founded more than 20 years ago: Apple and Microsoft in the 1970s, Google and Amazon in the 1990s, and …

Venture capital is widely perceived to have a gender problem. Founders seeking capital and investors themselves are overwhelmingly male, fomenting concerns about how – and how fairly – the VC sector distributes its economic gains. Indeed, the entire industry has …

For about a decade, financial regulators have been grappling with the rise of fintech and the ways it disrupts financial regulation.  But something is often lacking in these policy conversations. In a new draft article, I argue that financial …

Dual-class stock structures have proliferated in recent years. In 2017-2019, almost 30 percent of IPOs in the U.S. had a dual-class structure, and most of them were founder-controlled technology firms (Aggarwal, Eldar, Hochberg and Litov, 2020). Their increasing popularity has …

In today’s rapidly evolving corporate landscape, the composition of boards is not just a matter of compliance or social responsibility; it’s a strategic imperative that shapes the future of firms. Amidst growing public scrutiny and socio-economic shifts, particularly following the …

The world of startups often appears to embody the exceptionalism of modern finance, with funds swiftly flowing to the best teams and ideas wherever they may emerge. The reality, however, is much more complicated. Financing startups remains a daunting challenge …