A Survey of Venture Capital Research - NBER Working Paper
The paper that popped the Unicorn bubble. Stanford researchers analyzed legal contracts to prove that reported valuations are inflated by ~50% above fair value. The trick? 'Structured Terms'. A $1B valuation with a '2x Liquidation Preference' and 'Ratchet' is not worth $1B; it's worth far less to the common shareholder. The study develops a valuation model that strips away these complex terms to reveal the true economic value of the equity, exposing that almost half of 'Unicorns' are actually 'Ponies'.
Why is relevant?
Your valuation is a lie, and VCs know it. This archive warns founders against trading clean terms for a high headline price. It proves that a lower valuation with 'Clean Terms' (1x non-participating) is often better for the founder's ultimate payout than a high valuation loaded with toxic debt-like structures.

Author
Marco Da Rin, Thomas F. Hellmann, Manju Puri
Publication date
October 1st, 2011
Difficulty
Advanced
Keywords
- Startup valuation inflation
- liquidation preferences
- unicorn bubble
- NBER research
- fair value accounting
- post-money valuation
- term sheet structure
- Gornall and Strebulaev
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