Venture capital, Private equity, and The Financing of Entrepreneurship
Lerner and Leamon structure the entire venture capital and private equity industry around a continuous cycle model, fundraising, investing, and exiting, feeding back into itself, and frame due diligence as the primary tool investors use to counter the asymmetric information and genuine uncertainty inherent in evaluating young, unproven companies. The book explains how term sheets use covenants and staged financing specifically to align incentives between founders and investors over time, and argues that a fund's success depends as much on active governance, mentorship, and hands-on operational involvement after the check is written as it does on capital itself, a distinction the authors treat as central to what separates strong from mediocre investors. The second edition updates the original 2012 material with coverage of newer industry developments including shadow banking, the rise of growth equity as a distinct stage, and how the core VC and PE model adapts, or fails to adapt, when transplanted across different countries' legal systems, combining academic corporate finance theory with real-world case studies throughout.
Why is relevant?
This is a foundational, widely used academic textbook rather than a blog post or standalone report, giving students, new fund associates, and founders a comprehensive, structured entry point that ties together the deal mechanics, term sheet negotiation, and exit strategy topics that appear separately across many other individual resources already cataloged in this archive. The explicit framing of a fund's success as depending on active governance and operational involvement, not just capital, gives founders a useful lens for evaluating which investors are likely to be genuinely engaged partners after a round closes rather than passive check-writers, a distinction useful when choosing between competing term sheets. The updated coverage of global legal system variation is especially useful for founders or investors operating outside the US, since it directly addresses how core VC and PE mechanics like staged financing and covenants must be adapted, or sometimes fail, when applied in a different country's legal and regulatory environment.

Author
Josh Lerner, Ann Leamon
Publication date
April 1st, 2023
Difficulty
Advanced
Keywords
- VC and PE cycle model
- asymmetric information
- term sheet covenants
- staged financing
- active governance
- global legal variation
- growth equity
- shadow banking
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