Erik P.M. Vermeulen

This book argues that large corporations need to implement governance practices and processes that make them better innovators and that the challenge is to identify organizational principles and practices that provide the best chance of delivering innovative products to create a meaningful consumer experience. In this context, it is important to recognize that when we address organizational forms, we are not thinking of corporate governance in the sense of managing agency costs and ensuring regulatory compliance, but the more pressing business task of putting in place organizational systems and processes that facilitate value creation through continued and sustained innovation. The book examines how the contemporary concept and discourse of corporate governance may be obsolete or, at least, is increasingly disconnected from the needs and realities of the most innovative firms today. The concept of organizing for innovation—identifying process and practices that deliver the best opportunities for innovation—needs to take centre stage. This book aims to contribute to the nascent debate in this area by bringing together a series of chapters that examine various issues related to organizing for innovation.

This book argues that large corporations need to implement governance practices and processes that make them better innovators and that the challenge is to identify organizational principles and practices that provide the best chance of delivering innovative products to create a meaningful consumer experience. In this context, it is important to recognize that when we address organizational forms, we are not thinking of corporate governance in the sense of managing agency costs and ensuring regulatory compliance, but the more pressing business task of putting in place organizational systems and processes that facilitate value creation through continued and sustained innovation. The book examines how the contemporary concept and discourse of corporate governance may be obsolete or, at least, is increasingly disconnected from the needs and realities of the most innovative firms today. The concept of organizing for innovation—identifying process and practices that deliver the best opportunities for innovation—needs to take centre stage. This book aims to contribute to the nascent debate in this area by bringing together a series of chapters that examine various issues related to organizing for innovation.

Against the backdrop of an ever-changing financial landscape sometimes characterized by an abundance of funding and start-up opportunities, but usually characterized by down rounds and decreasing valuations (leading to funding, investment and liquidity gaps), ""venture capital"" has taken on a new uncertainty and complexity. In this review, we suggest that venture capital should not exclusively — or even primarily — be defined in terms of providing risk capital (and advise) to founder-entrepreneurs. Such an approach to venture capital, which is often described in terms of a ""venture capital cycle"", seems to represent the conventional wisdom in most recent discussion. According to this perspective, the solution to the funding, investment, and liquidity gaps is for new sources of capital — be they government, corporate or crowd — to step in and provide founder-entrepreneurs with money, capacities and connections that allows them to start, scale, and grow their businesses. These ingredients are necessary but not sufficient to maximize the economic potential of start-ups. Clearly we need something more. Recently, alternative forms of finance and a new breed of venture capital providers have emerged which focus more on collaborations and the process of building long-term relationships constructed around sharing, mutual trust and respect (partnering) than making money (venturing). Online platforms, such as AngelList, play an important role in encouraging these collaborative models. Some investors have labeled this process as ""venture capital 2.0"". We explore the view that reforms that relax rules and regulations governing initial public offerings should attract new ""venture capital 2.0"" investors and high volumes of business. However, the growth rates for new segment listings in Europe and the United States have stalled recently, casting doubts on the usefulness of the of the IPO route for both young firms and investors. We suggest that a renewed focus on private IPOs, followed by a trade-sale or public IPO, is necessary to accommodate the preferences of entrepreneurs and investors.

Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers' recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are non-listed. This book provides a comprehensive account of non-listed businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics. Non-listed firms encompass a vast range, from corporations with the potential to go public through family-owned firms, group-owned firms, private equity and hedge funds, to joint ventures and unlisted mass-privatized corporations with a relatively high number of shareholders. The governance of non-listed companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders. This volume examines policy and economic measurements to develop a framework for understanding what constitutes good governance in non-listed companies. The authors examine how control is gained and explore the mechanisms that contribute to the development of a modern and efficient governance framework. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers'recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are closely held. This book provides a comprehensive account of closely held businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics. . Closely held firms encompass a vast range, from corporations with the potential to go public through family-owned firms, group-owned firms, private equity and hedge funds, to joint ventures and unlisted mass-privatized corporations with a relatively high number of shareholders. The governance of closely held companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders. This volume examines policy and economic measurements to develop a framework for understanding what constitutes good governance in closely held companies. The authors examine how control is gained in the various types of closely held firms and explore the mechanisms that contribute to the development of a modern and efficient governance framework for these companies. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

The evolution of partnership forms is stimulated by powerful economic foreces that can lead to widespread prosperity and wealth creation for a society. Given the importance of closely held firms in the United States and Europe, "The Evolution of Legal Business Forms in Europe and the United States" argues that partnership law should trouble itself less with historical and descriptive arguments about the legal rules and structure of the partnership form and focus much more on the analytical apparatus of the economics of organizational form as well as the fundamental economic learning that informs the debates on limited liability, partnership rules regarding management and control, conflict resolution and fiduciary duties. Introducing and extending the best available theories from law and economics, particularly those from the theory of the firm, the book's analysis demonstrates that the patterns of European partnership law and its recent history are best understood from an economic and comparative law perspective. By examining the economic theories of the firm and the economics of organization choice, this book conceives partnership-type business forms as contractual entities. The key feature of the modern partnership form is that partners have significant flexibility and power to limit their liability, transfer all of their rights, and to freely exit the firm. Another key feature of partnership law is the insight that lawmakers should provide the rules and enforcement mechanisms to regulate the important relationships within the partnership. This book applies an efficiency test to determine which sets of default rules are likely to resolve the main problems in partnerships. Having identified parthership law with the economic theory of organization, the book then goes on to argue that most of partnership law is directed at offering bundles of legal rules for different types of firms. Lawmakers should promote partnership rules that attract investors and can be expected to be efficient if they allow entrepreneurs to freely select the bundle of rules that best match their priorities. In a modern vision of partnership law, lawmakers promote economic welfare through creating non-mandatory rules that allow multiple businesses to switch to a favourable business form without significant costs. Jurisdictions plagued by falling incorporations and low levels of small and medium business activity, should abandon the mandatory and standardized framework and the "lock in" effect that it promotes, and focus on the mechanisms of legal evolution and rules that tend to mimic the market.