Startup Governance

Posted by Elizabeth Pollman (University of Pennsylvania), on Tuesday, January 14, 2020

Editor’s Note: Elizabeth Pollman is Professor of Law at University of Pennsylvania Law School. This post is based on her article, recently published in the University of Pennsylvania Law Review. Related research from the Program on Corporate Governance includes Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups (discussed on the Forum here); Do VCs Use Inside Rounds to Dilute Founders? Some Evidence from Silicon Valley (discussed on the Forum here); and Do Founders Control Start-Up Firms that Go Public? by (discussed on the Forum here), all by Jesse Fried and Brian Broughman.

In the past year, we have seen many “unicorns”—startups described as having private valuations over one billion dollars—hit the ten-year mark and reach important inflection points. They have defied existing corporate theory by growing to a large size with ownership shared between founders, investors, and employees. Record-breaking amounts of capital have flowed into these and thousands of other startups.

With their focus on technology and innovation, and correspondingly high levels of risk and emphasis on growth, startups generally have a different style of governance from both public corporations and traditional closely-held corporations. In a forthcoming article, I aim to provide a comprehensive framework for understanding the unique combination of governance issues in venture-backed startups over their life cycles.

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