Private Ordering and Corporate Governance: The Case of Venture Capital

In a private company setting corporate governance institutions can be viewed as responses to the contractual challenges of moral hazard, adverse selection and incompleteness of contracts. Thereupon, the attributes of corporate governance mechanisms are structured in a way that allows the corporate constituencies to deal with contractual design exigencies. Contract theory is thus a determinant of corporate governance. VC-backed firms provide an explicit manifestation of this philosophy of design of corporate governance institutions. The financing practices that VC firms implement and the securities that they hold are carefully designed so as to allow the members of the firm to surmount the contractual obstacles. Staged investment (or staggered financing) is a screening mechanism that induces entrepreneurs to signal their intrinsic motivation to the VC firm and thus allows the latter to tackle the adverse selection problem. Convertible preferred stock, the VCs’ investing vehicle of choice, allows the establishment of an incentive-compatible income stream, as it replicates the disciplining and agency cost-mitigating effects of paradigm debt while at the same time it eliminates the foremost agency cost of paradigm debt, the “asset substitution effect”. Consequently, with the “debtlike” security of convertible preferred stock VCs can cope efficiently with the problem of moral hazard. In addition to this, the typical covenants that are embedded in convertible preferred stock help to generate an optimal state-contingent allocation of control rights between the VC and the entrepreneur that is in alignment with the basic axioms of financial contracting theory. Thereupon, convertible preferred stock serves as a corporate governance mechanism that challenges the problem of the incompleteness of contracts. Finally, given that the design of efficient corporate governance institutions in a VC setting requires a great deal of contracting flexibility, we look at the mandatory nature of European corporate laws and seek to ascertain whether they directly impede VC contracting. Although no such evidence is found, it is argued that the overall mandatory nature of European corporate laws compromises the contract innovation capacity of European lawyers, who, paralyzed by anchoring bias, do not invest in learning sophisticated VC financial and corporate governance design techniques that would let the VC industry in Europe flourish.</P

Road to (k)nowhere : policy instrument selection in complex governance arrangements: the case of research and innovation policy in France and Italy

Research and innovation (R &amp; I) are increasingly understood as essential assets in national, and supranational, strategies for economic, social, industrial and technological development. Public engagement in these activities dates back to the pre-WWII period. Nowadays, its relevance has been revitalised as a powerful strategy to respond to major social, economic and environmental challenges (e.g. Grand Challenges). On the other hand, also the private sector has gained greater prominence within the field of scientific, engineering and technological activities employed for economic development (Arnold, Boekholt, 2003). Starting from these evolutions, the present research investigates the politics of policy instrument selection in the R&amp;I sector. This study sheds light on the political dynamics that can explain how (and why) public actors decided to intervene (or not) in governing the field of scientific and technological innovation. Through a comparative analysis between France and Italy, the research investigates how the interplay between institutional characteristics, different policy styles and interest intermediation patterns influence actors\u2019 interactions, their preferences for various instrument mixes and ultimately the evolution of national R&amp;I policy mixes. By adopting policy instruments as a proxy for analysing actors\u2019 preferences, it has been possible to understand different patterns of interaction taking place between governing, and non- governing, actors along the policy design process. In order to disentangle these dynamics a multi-method approach based on the triangulation of different sources (semi-structured interviews, document analysis and national statistics) has been adopted. Then, through a methodological approach to qualitative data analysis inspired by within and cross-case analysis (Miles, Huberman, 1994), thematic (Boyatzis, 1998) and content analysis (Schreier, 2012), national policy instrument selection process have been investigated. The comparative analysis ultimately shows that when we focus only on how governments have used their power to steer target population towards their intended behaviours (e.g. the inducement embedded in instrument action) our two cases share many similarities in their aggregate R&amp;I policy mix features. But if we look at the characteristics of how different instruments exercise social control (e.g. instrument shapes) and the relationship between policy makers and target population (e.g. delivery structure) our results display a greater variety. These differences reflect the alternative approaches the two countries have undertaken to interact with target population, as well as in the political entrepreneurship and organizational capacity of national R&amp;I performers

The Global Regime of Intellectual Property Rights. An interpretation grounded in their social function. The case of pharmaceutical patents

992 p.In an attempt to find conceptual frames to recover the original balance teween propietary aspects of Intellectual Property Rights (IPRs) and their public, social regarding dimensions, i.e., the attainment of certain conception of social justice, in is found that the "social function of property" inherent to traditional property rights is a helpful tool for that purpose. The analysis of property and the social function of property permit ot better understand the condition of IPRs and patents as a specially pronounced contingent, historiacal and social product aimed at the achievement of certainsocial goals. This is even more true for the case of pharmaceutical patents. In is not intended to question patents as a valid system to provide incentives for innovation, nether is it explored the possiblitiy of resorting to other systems for innovation based on public prizes or in general public intervention (in any case, any incentive seem to be necessary to attract and provoke the large investments required in the pharmaceutical business). It is highlighted its instrumental nature, the iuris tantum (versus iuris et de iure) legal presumption in which those patent rights are grounded and justified in order to verify taht IPRs fulfill their inherent social functions. This will enable us to claim for an alternative interpretation and implementation of law adjusted to the social needs and goals wich justify and explain their proper existence and enforceability

The Global Regime of Intellectual Property Rights. An interpretation grounded in their social function. The case of pharmaceutical patents

992 p.In an attempt to find conceptual frames to recover the original balance teween propietary aspects of Intellectual Property Rights (IPRs) and their public, social regarding dimensions, i.e., the attainment of certain conception of social justice, in is found that the "social function of property" inherent to traditional property rights is a helpful tool for that purpose. The analysis of property and the social function of property permit ot better understand the condition of IPRs and patents as a specially pronounced contingent, historiacal and social product aimed at the achievement of certainsocial goals. This is even more true for the case of pharmaceutical patents. In is not intended to question patents as a valid system to provide incentives for innovation, nether is it explored the possiblitiy of resorting to other systems for innovation based on public prizes or in general public intervention (in any case, any incentive seem to be necessary to attract and provoke the large investments required in the pharmaceutical business). It is highlighted its instrumental nature, the iuris tantum (versus iuris et de iure) legal presumption in which those patent rights are grounded and justified in order to verify taht IPRs fulfill their inherent social functions. This will enable us to claim for an alternative interpretation and implementation of law adjusted to the social needs and goals wich justify and explain their proper existence and enforceability

EUSN 2021 Book of Abstracts, Fifth European Conference on Social Networks

Book of abstract of the fifth European conference on Social Networks EUSN 202

Governing Integrated Water Resources Management: Mutual Learning and Policy Transfer

Integrated Water Resources Management (IWRM) has become a global paradigm for the governance of surface, coastal and groundwaters. This Special Issue contains twelve articles related to the transfer of IWRM policy principles. The articles explore three dimensions of transfer—causes, processes, outcomes—and offer a theoretically inspiring, methodologically rich and geographically diverse engagement with IWRM policy transfer around the globe. As such, they can also productively inform a future research agenda on the ‘dimensional’ aspects of IWRM governance. Regarding the causes, the contributions apply, criticise, extend or revise existing approaches to policy transfer in a water governance context, asking why countries adopt IWRM principles and what mechanisms are in place to understand the adoption of these principles in regional or national contexts. When it comes to processes, articles in this Special Issue unpack the process of policy transfer and implementation and explore how IWRM principles travel across borders, levels and scales. Finally, this set of papers looks into the outcomes of IWRM policy transfer and asks what impact IWRM principles, once implemented, gave on domestic water governance, water quality and water supply, and how effective IWRM is at addressing critical water issues in specific countries

Towards Socially Integrative Cities

This book is based on the results of the TRANSURBAN-EU-CHINA project. This project has received funding from the European Union’s Horizon 2020 research and innovation programme under grant agreement No 770141. The material presented in this book reflects only the authors' views. It does not reflect the official opinion of the European Commission. The TRANS-URBAN-EU-CHINA project or the European Commission are not liable for the contents of the chapters or any use that may be made of the information contained therein. About The book Towards Socially Integrative Cities deals with the transition towards urban sustainability through socially integrative cities in Europe and China. It shares the impactful original research results of an EU-funded R&I project involving eight European and six Chinese partners (TRANS-URBAN-EU-CHINA; see www.transurbaneuchina.eu). Three each of the six editors come from European and Chinese universities and research institutions. The first articles (No. 1–4) provide an overview and insights into the conceptual basis of the book. The socially integrative city is framed by discussions in academia and practice, and it is defined in a comprehensive way as an element of urban sustainability. Sustainability transitions in China are linked to international discussions and the challenges are articulated. Moreover, the discussions touch on the strengths and weaknesses related to managing urban growth and the rapid expansion of cities. Land development tools are discussed with regard to the opportunities they offer for creating socially integrative cities. A second set of articles (No. 5–9) focus on socially integrative urban regeneration of cities. After an overview of policies and strategies in Europe and China, detailed aspects are discussed, such as community building through public engagement, challenges of place-making, and the role of education and life-long learning. Finally, a manuscript on heritage preservation and its impact on social integration in urban regeneration concludes this section. A third set of articles (No. 10–13) look into issues of the transformation of cities and sustainability transitions. Transformation is understood as a complex set of interactions. The development of tools, such as community platforms for information and dialogue transfer, are discussed as an instrument to facilitate transition processes. The transformative capacity of cities in Europe and China is discussed in an article that looks into possibilities to narrow the gaps between urban planning and development. Smart and eco-cities in Europe and China are taken as an empirical base. Advanced methods, such as the Social Cost–Benefit Analysis, may support social integration. Finally, an example of how the use of multiple data sources can speed up the digital transition in cities and provide decision support for social integration is presented. The final set of articles (No. 14 and 15) deal with questions of replicability of experiences and the role of concrete urban experiments in so-called Urban Living Laboratories. Methods to explore the replication potential of urban solutions for socially integrative cities are discussed. Finally, the potential of urban living laboratories for nurturing open urban innovation in Chinese cities is scrutinized. Several examples are discussed, and conclusions regarding the enhancement of social integration in cities are drawn. The book is edited by Bernhard Müller (Technische Universität Dresden, TUD), Baojun Yang (China Academy of Urban Planning and Design, CAUPD), Liu Jian (Tsinghua University), Jianming Cai (China Academy of Sciences, CAS), Paulina Schiappacasse (TUD) and Hans-Martin Neumann (Austrian Institute of Technology, AIT)