Matthew Rhodes-Kropf

The Market for Mergers and the Boundaries of the Firm

We relate the property rights theory of the firm to empirical regularities in the market for mergers and acquisitions. We first show that high market‐to‐book acquirers typically do not purchase low market‐to‐book targets. Instead, mergers pair together firms with similar ratios. We then build a continuous‐time model of investment and merger activity combining search, scarcity, and asset complementarity to explain this like buys like result. We test the model by relating like‐buys‐like to search frictions. Search frictions and assortative matching vary inversely, supporting the model over standard explanations.

Investment Cycles and Startup Innovation

We find that venture capital-backed startups receiving their initial investment in hot markets are more likely to go bankrupt, but conditional on going public, are valued higher on the day of their initial public offering, have more patents, and have more citations to their patents. Our results suggest that VCs invest in riskier and more innovative startups in hot markets (rather than just worse firms). This is particularly true for the most experienced VCs. Furthermore, our results suggest that increased capital in hot times plays a causal role in shifting investments to more novel startups by lowering the cost of experimentation for early stage investors and allowing them to make riskier, more novel, investments.

Governance and CEO Turnover: Do Something or Do the Right Thing?

We study how corporate governance affects firm value through the decision of whether to fire or retain the chief executive officer CEO. We present a model in which weak governance---which prevents shareholders from controlling the board---protects inferior CEOs from dismissal, while at the same time insulates the board from pressures by biased or uninformed shareholders. Whether stronger governance improves retain/replace decisions depends on which of these effects dominates. We use our theoretical framework to assess the effect of governance on the quality of firing and hiring decisions using data on the CEO dismissals of large U.S. corporations during 1994--2007. Our findings are most consistent with a beneficent effect of weak governance on CEO dismissal decisions, suggesting that insulation from shareholder pressure may allow for better long-term decision making. This paper was accepted by Brad Barber, finance.

Financing Auction Bids

In many auctions, bidders do not have enough cash to pay their bid. If bidders have asymmetric cash positions and independent private values, then auctions will be inefficient. However, what happens if bidders have access to financial markets? We characterize efficient auctions and show that in an efficient auction the information rent that a bidder earns depends generally on both his valuation and his cash position. In contrast, a competitive capital market that is efficient must have information rents that depend only on valuation. This tension between information rents in an efficient auction and zero profits in a competitive equilibrium implies that most often, competitive financing is not efficient.

The Consequences of Information Revealed in Auctions

This paper considers the ramifications of post-auction competition on bidding behavior under different bid announcement policies. In equilibrium, players attempt to signal information to their post-auction competitors through their bids. Thus, an auctioneer can take advantage of these attempts by strategically selecting which bids to announce and which to conceal. Revenue and efficiency implications of various announcement policies are examined and used to explain the prevalence of certain auction procedures in the world today.

Corporate Financial Policies in Overvalued Debt Markets

We investigate the repercussions of credit market mistakes for a firms borrowing and investment decisions. When credit ratings are relatively optimistic, we find evidence that firms take advantage of inaccuracies by issuing more debt, increasing leverage, rolling over more debt and lengthening maturities. The result goes beyond a wealth transfer and has real investment implications: approximately 75% of the funds raised from debt issuance related to credit rating mistakes was used for capital expenditures and cash acquisitions. In the cross section, credit rating mistakes affect financially constrained firms the most, suggesting that debt overvaluation loosens financial constraints.

Financing Entrepreneurial Experimentation

The fundamental uncertainty of new technologies at their earliest stages implies that it is virtually impossible to know the true potential of a venture without learning about its viability through a sequence of investments over time. We show how this process of experimentation can be particularly valuable in the context of entrepreneurship because most new ventures fail completely, and only a few become extremely successful. We also shed light on important costs to this process of experimentation and demonstrate how these can fundamentally alter both the rate and direction of start-up innovation across industries, regions, and periods of time.

Cost of Experimentation and the Evolution of Venture Capital

We study how technological shocks to the cost of starting new businesses have led the venture capital model to adapt in fundamental ways over the prior decade. We both document and provide a framework to understand the changes in the investment strategy of venture capitalists (VCs) in recent years — an increased prevalence of a “spray and pray” investment approach — where investors provide a little funding and limited governance to an increased number of startups that they are more likely to abandon, but where initial experiments significantly inform beliefs about the future potential of the venture. This adaptation and related entry by new financial intermediaries has led to a disproportionate rise in innovations where information on future prospects is revealed quickly and cheaply, and reduced the relative share of innovation in complex technologies where initial experiments cost more and reveal less.

Insider Financing and Venture Capital Returns

Staged financing of venture capital-backed firms is valuable to both investors and entrepreneurs, but comes with a potential cost: hold-up. With asymmetric information and strong control rights, financial intermediaries may earn rents on their inside knowledge. We find that environments where insiders have the significant potential to hold-up the entrepreneur -- financings where only previous investors participate -- have predictable outcomes and returns. However, in contrast to predictions from the theory of hold-up, we show that these inside financings lead to a higher likelihood of failure, lower probability of IPOs, and lower cash on cash multiples than rounds with new (outside) investors. Inside financings also appear to be negative NPV, suggesting that investors make inefficient continuation decisions. We propose a novel alternative and show how the findings are consistent with a manifestation of an agency problem driven by changing opportunity costs over the VC fund life-cycle.

Coordination Frictions in Venture Capital Syndicates

An extensive literature on venture capital has studied asymmetric information and agency problems between investors and entrepreneurs, examining how separating entrepreneurs from the investor can create frictions that might inhibit the funding of good projects. It has largely abstracted away from the fact that a startup typically does not have just one investor, but several VCs that come together in a syndicate to finance a venture. In this chapter, we therefore argue for an expansion of the standard perspective to also include frictions within VC syndicates. Put differently, what are the frictions that arise from the fact that there is not just one investor for each venture, but several investors with different incentives, objectives and cash flow rights, who nevertheless need to collaborate to help make the venture a success? We outline the ways in which these coordination frictions manifest themselves, describe the underlying drivers and document several contractual solutions used by VCs to mitigate their effects. We believe that this broader perspective provides several promising avenues for future research.