Venture capital-backed firms, unavoidable value-destroying trade sales, and fair value protections

This paper investigates the implications of the fair value protections contemplated by the standard corporate contract (i.e., the standard contract form for which corporate law provides) for the entrepreneur–venture capitalist relationship, focusing, in particular, on unavoidable value-destroying trade sales. First, it demonstrates that the typical entrepreneur–venture capitalist contract does institutionalize the venture capitalist’s liquidity needs, allowing, under some circumstances, for counterintuitive instances of contractually-compliant value destruction. Unavoidable value-destroying trade sales are the most tangible example. Next, it argues that fair value protections can prevent the entrepreneur and venture capitalist from allocating the value that these transactions generate as they would want. Then, it shows that the reality of venture capital-backed firms calls for a process of adaptation of the standard corporate contract that has one major step in the deactivation or re-shaping of fair value protections. Finally, it argues that a standard corporate contract aiming to promote social welfare through venture capital should feature flexible fair value protections.info:eu-repo/semantics/publishedVersio

Moisture gradients, form a vapor cycle within the viscous boundary layer as an organizing principle to worker termites

Studies of termite mound building have considered the mud they prepare, its properties and its composition. Here we consider the behaviors of the mound building termites Macrotermes michaelseni, (Sjostedt), in the presence of the viscous boundary layer (VBL), which spontaneously forms over any surface that air passes over. We looked how soil moisture and air vapor are coupled to form a feedback loop and a spatiotemporal precursor to worker termites in the presence of mound material. We explored residency and activities of workers when presented with a VBL and either varying substrate temperature gradients or a soil moisture transition within the soil substrate. We report the emergence of a ‘vapor conveyor’, which forms around a neutral evaporative equilibrium point (NEEP) at the soil/air interface, where the soil-borne moisture temperature (along the gradient) and the 100% saturated air-borne vapor temperature coincide within the VBL, forming a bubble of neutral mass transfer which, we propose, worker termites are sensitive to as viscosity changes within. We found, on average, that 67% (std. dev 27%) of behavioral events (clustering, excavation, and deposition) occurred within 10C either side of the NEEP. We found negative correlation (-0.78) between the substrate temperature gradient (0.1-0.9 0C mm-1) and the extents of behavioral activity, suggesting coupling between soil-borne moisture and air-borne vapor advection within the VBL. We recorded unique behaviors relating to interaction with the viscosity of vapor saturated air at this scale. We speculate that workers may exploit the VBL to overcome a classic trade-off, i.e. how to push activities forward into potentially desiccating environments, while conserving moisture in both the termites and the soil they build with