Optimal design of venture capital financing contracts: the case of Portuguese, Spanish and German markets

Purpose This study aims to investigate the use of convertible securities and control rights covenants for a sample of 53 Portuguese, Spanish and German venture capital (VC) firms. Design/methodology/approach A relatively new methodology in business sciences – a fuzzy set qualitative comparative analysis – that considers both quantitative and qualitative factors is used for obtaining a solution that best fits the empirical data. Findings The results show that the use of convertible securities is affected by agency predictions, namely, the anticipated severity of double-sided moral hazard problems. On the other hand, a mixed support is provided to the agency predictions regarding the use of control right covenants. The results seem to suggest that control right covenants tend to play a different role from convertible securities in the optimization of contract design for VC-backed investments. Originality/value Existing literature on VC contract design is extended by providing a cross-border analysis to VC financing decision.

Flowers Industries, Inc. (Abridged)

The CFO of a diversified baking company must decide whether to issue convertible debt rather than straight debt or equity. In evaluating the proposed terms of the convertibles offering, the student must value the securities by valuing the call option (using option pricing theory) and the bond component. This case introduces the topic of convertible securities. Student and instructor worksheet files are available for use with the case and teaching note.