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Leadership1 publisher3 min readPublished

Venture investors keep stakes and board seats for years after US IPOs

Venture investors held over 5% of the median US venture-backed company for three to four years after listing, a study of 844 IPOs from 2002 to 2020 finds. Their boards run on control shared between funds, founders and outsiders well past the lock-up.

The Board Room · Leadership desk

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What happened

  • By year seven after listing, roughly a quarter of single-class firms and 14% of dual-class firms still had aggregate venture ownership above 5%.
  • At the IPO, venture investors held about one-third of shareholder voting power in both dual-class and single-class firms.
  • Holdings that outlast the lock-up are dominated by established firms such as Sequoia Capital, Kleiner Perkins and New Enterprise Associates, and first- or second-round backers stay longer than later ones.

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Why it matters

  • decision Founders choosing a dual-class structure should expect to share high-vote control with their venture backers in the early public years and to gain voting power only as those funds sell.
  • exposure Public shareholders are voting alongside venture directors who can keep shaping strategy after their funds' stakes have shrunk, so a board's tie to the share price can weaken with no change in who sits on it.
  • constraint Boards cannot use the return correlation to justify keeping venture directors on, because the authors' regressions do not show that venture involvement causes the stronger returns.

Insiders as a group hold roughly half the board seats when a venture-backed company lists [11]. Subtract the venture directors, and the remaining insiders, founders among them, are left with roughly 19% of seats in dual-class firms and 14% in single-class ones [18]. Outside directors hold about the other half [19]. The authors, Yifat Aran of the University of Haifa, Brian Broughman of Vanderbilt and Elizabeth Pollman of the University of Pennsylvania [3], call the usual result shared control. Neither the funds nor the founders can direct the board alone, and outsiders cannot easily override the insiders [12]. The conventional account expects that arrangement to end after a short lock-up, when the funds sell and public-market institutions take over [2].

In dual-class firms the balance moves toward the founders over time. Venture funds often hold high-vote shares alongside the founders, and as the funds sell, founder voting power often rises [9]. "Dual-class governance therefore should not be equated with unilateral founder control, especially during the early post-IPO years," the authors wrote [8]. Single-class firms follow a different path, with venture voting power falling substantially and ownership dispersing more quickly [10]. An investor buying a dual-class listing this quarter may count the venture holders as a check on the founders. That check shrinks with every sale the funds make [9].

Board seats last longer than stakes. Venture representation falls but has not reached zero by year seven, and dual-class founders often still hold one or two seats at that point [13]. A venture-affiliated director may stay and keep shaping strategy long after the fund's economic exposure has diminished [14]. Year seven is where the authors stopped measuring [13]. The record does not yet show how long such directors stay after that. A nominating committee renewing one is weighing that director's history with the company against a fund stake that may be close to gone.

The returns result draws an obvious objection. In the authors' firm fixed effects regressions, calendar-year returns were consistently higher when venture investors held a larger share of the equity vote [15]. A skeptic would say the funds simply hold on to their winners. The authors make that point themselves: VCs might add value, or they might stay longer in firms whose prospects they privately view as favorable [17]. "These results should be read with caution, because the regressions do not establish that continued venture involvement causes stronger returns," they wrote [16]. I'd read a venture sell-down the same way under either explanation. If the funds add value, a sale takes that help away. If they keep the firms they rate highly, a sale says something about how they rate this one.

What to watch

  • Publication of Exit After Exit in the Harvard Business Law Review, including the theory section that the summary post only begins.
  • A follow-up test that separates value-add from selection, for example by tracking a firm's returns after its venture directors leave the board.
  • Whether institutional investors or proxy advisers begin treating long-serving venture directors whose funds have sold out differently in their voting policies.
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