Steven N. Kaplan

Do Investment-Cash Flow Sensitivities Provide Useful Measures of Financing Constraints?

No. This paper investigates the relationship between financing constraints and investment-cash flow sensitivities by analyzing the firms identified by Fazzari, Hubbard, and Petersen as having unusually high investment-cash flow sensitivities. We find that firms that appear less financially constrained exhibit significantly greater sensitivities than firms that appear more financially constrained. We find this pattern for the entire sample period, subperiods, and individual years. These results (and simple theoretical arguments) suggest that higher sensitivities cannot be interpreted as evidence that firms are more financially constrained. These findings call into question the interpretation of most previous research that uses this methodology.

Private Equity Performance: Returns, Persistence and Capital Flows

This paper investigates the performance and capital inflows of private equity partnerships. Average fund returns (net of fees) approximately equal the S&P 500 although substantial heterogeneity across funds exists. Returns persist strongly across subsequent funds of a partnership. Better performing partnerships are more likely to raise follow-on funds and larger funds. This relationship is concave, so top performing partnerships grow proportionally less than average performers. At the industry level, market entry and fund performance are procyclical; however, established funds are less sensitive to cycles than new entrants. Several of these results differ markedly from those for mutual funds. THE PRIVATE EQUITY INDUSTRY, primarily venture capital (VC) and buyout (LBO) investments, has grown tremendously over the last decade. While investors committed less than

The effects of management buyouts on operating performance and value

10 billion to private equity partnerships in 1991, they committed more than

Appointments of Outsiders to Japanese Boards: Determinants and Implications for Managers

180 billion at the peak in 2000 (see Jesse Reyes, Private Equity Overview and Update 2002). Despite the increased investment in the private equity asset class and the potential importance of private equity investments for the economy as a whole, we have only a limited understanding of private equity returns, capital flows, and their interrelation. One of the main obstacles has been the lack of available data. Private equity, as the name suggests, is largely exempt from public disclosure requirements. In this paper, we make use of a novel data set of individual fund performance collected by Venture Economics (VE).1 The VE data set is based on voluntary reporting of fund returns by the private equity firms (or general partners (GPs)) as well as their limited partners (LPs). We study three issues with this data set that have not been closely examined before. First, we investigate the performance of private equity funds. On average, LBO fund returns net of fees are slightly less than those of the S&P 500; VC ∗Kaplan is at the University of Chicago Graduate School of Business and at the NBER; Schoar is at the Sloan School of Management at MIT, and at the NBER, and the CEPR. We thank Ken Morse at the MIT Entrepreneurship Center and Jesse Reyes from Venture Economics for making this project possible. We thank Eugene Fama, Laura Field Josh Lerner, Alexander Ljungqvist, Jun Pan, Matt Richardson, Rex Sinquefield, Rob Stambaugh (the editor), Rebecca Zarutskie, an anonymous referee, and seminar participants at Alberta, Arizona State, Chicago, MIT, NBER Corporate Finance, NYSE-Stanford Conference on Entrepreneurial Finance and IPOs, NYU, and USC for helpful comments. Data for this project were obtained from the VentureExpert database collected by Venture Economics. 1 We thank Jesse Reyes from VE for making the data available.

Characteristics, Contracts, and Actions: Evidence from Venture Capitalist Analyses

Abstract This paper presents evidence on changes in operating results for a sample of 76 large management buyouts of public companies completed between 1980 and 1986. In the three years after the buyout, these companies experience increases in operating income (before depreciation), decreases in capital expenditures, and increases in net cash flow. Consistent with the operating changes, the mean and median increases in market value (adjusted for market returns) are 96% and 77% from two months before the buyout announcement to the post-buyout sale. The evidence suggests the operating changes are due to improved incentives rather than layoffs or managerial exploitation of shareholders through inside information.

Financial Contracting Theory Meets The Real World: An Empirical Analysis Of Venture Capital Contracts

Abstract This paper investigates the determinants of appointments of outsiders — directors previously employed by banks (bank directors) or by other nonfinancial firms (corporate directors) — to the boards of large nonfinancial Japanese corporations. Such appointments increase with poor stock performance; those of bank directors also increase with earnings losses. Turnover of incumbent top executives increases substantially in the year of both types of outside appointments. We perform a similar analysis for outside appointments in large U.S. firms and find different patterns. We conclude that banks and corporate shareholders play an important monitoring and disciplinary role in Japan.

How Costly is Financial (Not Economic) Distress? Evidence from Highly Leveraged Transactions that Became Distressed

We study the investment analyses of 67 portfolio investments by 11 venture capital (VC) firms. VCs consider the attractiveness and risks of the business, management, and deal terms as well as expected post-investment monitoring. We then consider the relation of the analyses to the contractual terms. Greater internal and external risks are associated with more VC cash flow rights, VC control rights; greater internal risk, also with more contingencies for the entrepreneur; and greater complexity, with less contingent compensation. Finally, expected VC monitoring and support are related to the contracts. We interpret these results in relation to financial contracting theories.

Wall Street and Main Street: What Contributes to the Rise in the Highest Incomes?

In this paper, we compare the characteristics of real world financial contracts to their counterparts in financial contracting theory. We do so by conducting a detailed study of actual contracts between venture capitalists (VCs) and entrepreneurs. We consider VCs to be the real world entities who most closely approximate the investors of theory. (1) The distinguishing characteristic of VC financings is that they allow VCs to separately allocate cash flow rights, voting rights, board rights, liquidation rights, and other control rights. We explicitly measure and report the allocation of these rights. (2) While convertible securities are used most frequently, VCs also implement a similar allocation of rights using combinations of multiple classes of common stock and straight preferred stock. (3) Cash flow rights, voting rights, control rights, and future financings are frequently contingent on observable measures of financial and non-financial performance. (4) If the company performs poorly, the VCs obtain full control. As company performance improves, the entrepreneur retains / obtains more control rights. If the company performs very well, the VCs retain their cash flow rights, but relinquish most of their control and liquidation rights. The entrepreneurs cash flow rights also increase with firm performance. (5) It is common for VCs to include non-compete and vesting provisions aimed at mitigating the potential hold-up problem between the entrepreneur and the investor. We interpret our results in relation to existing financial contracting theories. The contracts we observe are most consistent with the theoretical work of Aghion and Bolton (1992) and Dewatripont and Tirole (1994). They also are consistent with screening theories.

How Has CEO Turnover Changed

This paper studies thirty-one highly leveraged transactions (HLTs) that become financially, not economically, distressed. The net effect of the HLT and financial distress (from pretransaction to distress resolution, market- or industry-adjusted) is to increase value slightly. This finding strongly suggests that, overall, the HLTs of the late 1980s created value. We present quantitative and qualitative estimates of the (direct and indirect) costs of financial distress and their determinants. We estimate financial distress costs to be 10 to 20 percent of firm value. For a subset of firms that do not experience an adverse economic shock, financial distress costs are negligible. Copyright The American Finance Association 1998.

Should Investors Bet on the Jockey or the Horse? Evidence from the Evolution of Firms from Early Business Plans to Public Companies

We consider how much of the top end of the income distribution can be attributed to four sectors -- top executives of non-financial firms (Main Street); financial service sector employees from investment banks, hedge funds, private equity funds, and mutual funds (Wall Street); corporate lawyers; and professional athletes and celebrities. Non-financial public company CEOs and top executives do not represent more than 6.5% of any of the top AGI brackets (the top 0.1%, 0.01%, 0.001%, and 0.0001%). Individuals in the Wall Street category comprise at least as high a percentage of the top AGI brackets as non-financial executives of public companies. While the representation of top executives in the top AGI brackets has increased from 1994 to 2004, the representation of Wall Street has likely increased even more. While the groups we study represent a substantial portion of the top income groups, they miss a large number of high-earning individuals. We conclude by considering how our results inform different explanations for the increased skewness at the top end of the distribution. We argue the evidence is most consistent with theories of superstars, skill biased technological change, greater scale and their interaction.