'Control Rights and Corporate Venturing'
Control Rights and Corporate Venturing (with Sergei Guriev)
We consider an incomplete contracting model of bilateral trade in intellectual property (IP) with sequential investments in its quality and financial constraints. A financially-constrained inventor invests in an idea which she then sells to the buyer; the buyer in turn invests in developing this idea into a marketable product. We propose a novel formulation of the control rights of an IP buyer, over his financially-constrained IP seller. We do not assume alienability of the inventor's ideas; the control is defined as ex ante prescribed prohibition on ex interim financial contracting with third parties. We show that such an agreement strengthens the seller's ex ante incentives to invest in the quality of her product which is to be traded at the interim stage. The enforcement of this control right is credible, or renegotiation-proof, only for the controlling buyer (a downstream user of the IP), and not for other partners of the researchers, such as independent Venture Capitalists. We thereby obtain a rationale for a key incremental role of Corporate Venturing, in promoting innovative activities.