Startups and Company Law: The Competitive Pressure of Delaware on Italy (and Europe?)

Giudici, Paolo; Agstner, Peter

doi:10.1007/s40804-019-00163-x

Cited by 6 publications

(9 citation statements)

References 41 publications

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“…The statistics therefore show the prevalence of the limited liability company over the joint-stock company, with the latter constituting only 1.4 percent of the sample. This confirms the low attractiveness of the joint-stock companies for early-stage startups 44 Giudici and Agstner (2019), pp 614-617, where the prerequisites are reported and analyzed. 45 The provinces of Milan, Rome and Naples were chosen because national data show that these provinces had the highest number of startups established in the reference period (81 percent of the sample).…”

Section: Datasupporting

confidence: 58%

“…This means that the bonds can be subscribed by VCs organized in the forms that Italian law provides. See Giudici and Agstner (2019) 73 The contribution provided by SAFE bearers must be booked in a special reserve which, due to the regulation on share capital reduction, may be used to cover losses only as a last resort (i.e., only before use of the legal reserve). This special reserve is to be converted into share capital in the event of conversion.…”

Section: Safes Kisses and Other Early-stage Hybrid Convertible Securi...mentioning

confidence: 99%

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The Corporate Design of Investments in Startups: A European Experience

2022

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Section: Datasupporting

confidence: 58%

Section: Safes Kisses and Other Early-stage Hybrid Convertible Securi...mentioning

confidence: 99%

The Corporate Design of Investments in Startups: A European Experience

2022

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“…See Baums and Möller (1999), p 1; Macey (2001), p 1203;Armour (2003), p 139;Vermeulen (2003), pp 303-309;McCahery and Vermeulen (2003), pp 173-178;Giudici and Agstner (2019), p 606. 14 In recent years, national policy-makers in Europe have subjected their corporate laws to more or less extensive reforms aiming to modernize the regulatory apparatus: see Neville and Sørensen (2014), pp 550-554;and Giudici and Agstner (2019), pp 612-613. 15 'Implicit contracts' are 'the unarticulated but (presumably) shared expectations that the parties have concerning the relationship'.…”

Section: Introductionmentioning

confidence: 99%

“…See, Milgrom and Roberts (1992), p 132. 16 For details, again Neville and Sørensen (2014), pp 550-554;and Giudici and Agstner (2019), pp 612-613.…”

Section: Introductionmentioning

confidence: 99%

Venture Capital-Backed Firms, Unavoidable Value-Destroying Trade Sales, and Fair Value Protections

Nigro

Stahl

2021

Eur Bus Org Law Rev

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This paper investigates the implications of the fair value protections contemplated by the standard corporate contract (i.e., the standard contract form for which corporate law provides) for the entrepreneur–venture capitalist relationship, focusing, in particular, on unavoidable value-destroying trade sales. First, it demonstrates that the typical entrepreneur–venture capitalist contract does institutionalize the venture capitalist’s liquidity needs, allowing, under some circumstances, for counterintuitive instances of contractually-compliant value destruction. Unavoidable value-destroying trade sales are the most tangible example. Next, it argues that fair value protections can prevent the entrepreneur and venture capitalist from allocating the value that these transactions generate as they would want. Then, it shows that the reality of venture capital-backed firms calls for a process of adaptation of the standard corporate contract that has one major step in the deactivation or re-shaping of fair value protections. Finally, it argues that a standard corporate contract aiming to promote social welfare through venture capital should feature flexible fair value protections.

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“…The first article in this special issue, which arose from a research project cofinanced by the EGTC Tyrol-South Tyrol-Trentino and the universities of Bolzano-Bozen, Trento and Innsbruck, seeks to answer these questions. Giudici and Agstner's piece begins by looking at startups, which are a particular type of close corporations (Giudici and Agstner 2019). In general, close corporations are typically, at least in Europe, family firms.…”

mentioning

confidence: 99%