Public Policy for VC and PE

1. Public Policy for VC and PE Cumming & Johan (2009)

2. Two Main Forms of Public Policy • Government expenditure programs • Legislation

3. Countries Considered • Australia • Canada • UK • USA • European / North American Comparisons

4. Why Government VC Programs? • Small private innovative firms contribute disproportionately to R&D • Social rate of return to innovation is greater than the private rate of return • Financing innovation is too risky for private firms (or their employees are not appropriately incentivized to take on the risk) • Private investors do not skill set to be good venture capitalists – need programs to create good VCs • Government awards to private parties certify the quality of the company and help it to become established (and secure other sources of funds, as well as suppliers and customers, etc.)

5. Distinctive Features of Government VC Programs • Partnerships with private industry and awards of contracts to best people • Australia • USA • Competition with private industry and unlimited ability to tap public monies • Canada • UK

6. United States Australia Canada United Kingdom European / North American Comparisons US Government VC Programs

7. United States Australia Canada United Kingdom European / North American Comparisons US Small Business Innovation Research (SBIR) Program • Small Business Investment Company (SBIC) program started in 1958 • SBIR started 1982 • Awardees 51% owned by US citizens • Not exceeding $750,000 • Multi-government selection process • Ranked according to research potential and not commercial viability

8. United States Australia Canada United Kingdom European / North American Comparisons US SBIR Program is Large • Example: 1995 • $2.4 billion SBIR • $3.9 billion private venture capital funds

9. United States Australia Canada United Kingdom European / North American Comparisons US SBIR Program is Successful • Firms that received an SBIR award were much more likely to subsequently receive VC funding in later years, relative to a matched set of firms that did not receive an SBIR award • SBIR awardees also have higher sales and asset growth • Whether or not an award is granted is more important than the size of the award, consistent with the certification rationale for government programs

10. United States Australia Canada United Kingdom European / North American Comparisons US Small Business Investment Companies (SBICs) • SBICs are operated like private venture capital funds and are operated by private investment managers. • The difference between a private venture capital fund and an SBIC is that the SBIC is subject to statutory terms and conditions in respect of the types of investments and the manner in which the investments are carried out.[1] • For example, there is a minimum period of investment for one year, and a maximum period of seven years for which the SBIC can indirectly or directly control the investee company. • Investee companies are required to be small (as defined by the SBA) which generally speaking is smaller than those firms that would be considered for private venture capital financing. • SBICs also face restrictions as to the types of investment in which they may invest. • Capital is provided by the SBA to an SBIC at a lower required rate of return than typical institutional investors in private venture capital funds. Excess returns to the SBIC flows to the private investors and fund managers, thereby increasing or leveraging their returns. [1] These terms and conditions are summarized at http://www.sba.gov/INV/overview.html

11. United States Australia Canada United Kingdom European / North American Comparisons Australian Government VC Programs

12. United States Australia Canada United Kingdom European / North American Comparisons Australia Government VC Programs http://www.avcal.com.au/ • The Commercial Ready Programme • $1 billion direct gov’t VC fund • Later stage • The Pre-Seed Fund • $78.7 million • Direct Gov’t fund • Max investment in any company: $1 million

13. United States Australia Canada United Kingdom European / North American Comparisons Australia Government VC Programs(Continued) • Commercializing Emerging Technologies (COMET) Programme • Provides scientists with advice to commercialize their technologies • $100 million • R&D Tax Concession • $390 million • 175% (reduce taxable income by more than the amount expended on R&D)

14. United States Australia Canada United Kingdom European / North American Comparisons Australian Innovation Investment Funds (IIFs) • Perhaps the most important • The Australian government held two competitive selection rounds in 1997 and 2000 • Five IIFs established in late 1997 (and early 1998) $Aus130 million • Four IIFs established in 2001 $Aus 91 million • Matched by private sector capital on the basis of a Government to private ratio of up to 2:1.

15. United States Australia Canada United Kingdom European / North American Comparisons Key elements of the IIF program: • the ratio of Government to privately sourced capital must not exceed 2:1; • investments will generally be in the form of equity and must only be in small, new-technology companies; • at least 60% of each fund’s committed capital must be invested within 5 years; • unless specifically approved by the Industry Research and Development (IR&D) Board, an investee company must not receive funds in excess of $4 million or 10% of the fund’s committed capital, whichever is the smaller; • distribution arrangements provide for: • both the Government and the private investors to receive an amount equivalent to their subscribed capital and interest on that capital; • any further amounts to be then shared on a 10:90 basis between the Government and private investors; • the private investors’ component to be shared with the fund manager as a performance incentive; • the funds established under the IIF program will have a term of ten years, after which they will be closed in a commercially prudent manner.

16. United States Australia Canada United Kingdom European / North American Comparisons To be eligible for support under the IIF program, investee companies must: • be commercialising the outcomes of R&D activities (as defined by the IR&D Act); • be at the seed, start-up, early, or expansion stage of development. • have a majority of its employees (by number) and assets (by value) inside Australia at the time a licensed fund first invests in the company; and • have an annual average revenue over the previous two years of income that does not exceed $4 million per year and revenue in either of those years that does not exceed $5 million.

23. United States Australia Canada United Kingdom European / North American Comparisons IIFs Relative to Private VCs in Australia • More likely to finance start-ups • More frequently stage and syndicate their investments • More likely to have smaller portfolio sizes per manager • No difference in propensity to obtain IPOs and no difference in share price performance of IPOs

24. United States Australia Canada United Kingdom European / North American Comparisons Government VC Programs in Canada

25. United States Australia Canada United Kingdom European / North American Comparisons Labour Sponsored Venture Capital Corporations (LSVCCs) • Mutual funds that invest in private equity • Established by and run by private VCs • Affiliated with a labour union (nominally) • Dual goal of employment growth and profit maximization • Established in Quebec in 1983 and other Canadian provinces from 1988-1993 • LSVCCs compete for new deals with private VCs • Investors are individuals, and receive massive tax breaks for investment (up to $5000 contributions) • LSVCCs are listed on Stock Markets, operate like a mutual fund • Covenants are by statute • Covenants are very poorly structured

26. United States Australia Canada United Kingdom European / North American Comparisons LSVCC Tax • Investors into LSVCCs • Are individuals (contrast to limited partnerships and corporate VC in the US) • Receive 20% provincial + 20% federal tax credit for investments up to $5,000 • Other tax savings make the after tax cost of a $5,000 investment as little as $1500 • Anyone that invests in a LSVCC need only care about the tax incentive

27. United States Australia Canada United Kingdom European / North American Comparisons LSVCC Tax

28. United States Australia Canada United Kingdom European / North American Comparisons LSVCC Covenants • 60% (under the federal legislation) of new funds received must be invested within a certain amount of time after receipt otherwise a penalty is imposed: • Tax on funds received but not reinvested (20%) • Revocation of the fund’s registration • The remaining 40% of new funds received must be invested in liquid securities • LSVCCs cannot invest more than the lesser of $10 million or 10% of the equity capital on the LSVCF in any one business

29. United States Australia Canada United Kingdom European / North American Comparisons LSVCC Covenants • Constraints on time to reinvest are not trivial. E.g. 1996-1997: Working Ventures (Canada’s largest LSVCC) had to refuse new capital contributions for over 1 year! • There are other covenants… • E.g., LSVCC investees: • Cannot have more than $50 million in assets or 500 employees • 50% or more employees must be full-time and 50% or more of wages must be paid to residents in the jurisdiction governing the LSVCC • Cannot carry on business or reinvest funds outside Canada

30. United States Australia Canada United Kingdom European / North American Comparisons Are LSVCCs a Superior Organizational Form? • NO!!!!!!!!!!! • LSVCC Legislation  LSVCC funds will have higher agency costs and generate lower returns than private VC funds (evidence on subsequent slides) • Therefore, if LSVCCs crowd out other investors, this is a bad thing

33. United States Australia Canada United Kingdom European / North American Comparisons New Funds for Investment • Overhang of uninvested capital • Capital commitments versus drawdowns from capital commitments • Why does this matter?

36. United States Australia Canada United Kingdom European / North American Comparisons Why Might Crowding Out Exist? • LSVCCs: Required rate of return on investments is significantly lower than that of private VC funds • LSVCC investors obtain a significant return from their tax savings – it doesn’t matter if the investment makes an economic return • Crowding out is a natural consequence of the tax advantage of the LSVCCs. This advantage lowers the LSVCC’s required rate of return. This in turn allows the LSVCCs to outbid other types of funds for entrepreneurial investments, lowering rates of return and discouraging the establishment of non-LSVCC funds

37. United States Australia Canada United Kingdom European / North American Comparisons Crowding Out Mechanism • LSVCC Tax advantage: • Lowers LSVCCs’ required rate of return • LSVCCs outbid other VC funds for entrepreneur investments • Institutional investors are risk averse, and commit funds prior to VCs selecting entrepreneurial investments • Risk of increasing LSVCC investment • Discourages the establishment of non-LSVCC funds

38. S2 Reduction in Private VC (WORSE!) (>100%) S0 Cost of Funds S1 Reduction in Private VC (100% Crowding Out) More LSVCC (Ignoring effect on Other Funds) Demand Amount of Funds

39. United States Australia Canada United Kingdom European / North American Comparisons “Crowding Out Private Equity: Canadian Evidence” • LSVCC Legislation has not increased the total supply of venture capital • Crowding out (substitute one form of VC for another) • Even more surprising: LSVCC Legislation has led to a reduction in venture capital (unequivocal crowding out) • Harm caused by LSVCCs: substitute one form of VC for another  end up with an interior form • Harm caused by LSVCCs: reduction in VC investments by about 400 investments per year, or $1 billion in investment activity • Crowding out is among the start-up and expansion stages of entrepreneurial firm development

40. United States Australia Canada United Kingdom European / North American Comparisons Aside On Regulation in General • A necessary condition for someone to be sympathetic to regulation is that there be a clear and unequivocal argument (i.e., theory) and evidence (i.e., data) of market failure. • That is, in some market or industry, such as venture capital, there is some structural impediment that reduces the proper functioning of the market • Continued…

41. United States Australia Canada United Kingdom European / North American Comparisons This is a necessary but NOT a sufficient condition for 3 reasons • The costs of regulation, including the direct costs and the distortionary market effects of regulation, are frequently prohibitive, perhaps exceeding the expected gains even if the regulation could correct the claimed market failure. • The regulatory process can be hijacked by private parties and distorted to their own ends to the detriment of economic wealth. • Once created, the regulatory process is hard to stop even if the underlying market failure disappears (elements of the production of the good or service become unsustainable at competitive prices through the market) again to the detriment of economic wealth. (It is not impossible to stop wealth-destroying regulation.) (Example: deregulation of the New Zealand financial services sectors.)

42. United States Australia Canada United Kingdom European / North American Comparisons United Kingdom Government VC Funds

43. United States Australia Canada United Kingdom European / North American Comparisons UK VCTs are remarkably similar to Canadian LSVCCs • Mutual fund that invests in private equity • Similar tax subsidies • Similar covenants

45. United States Australia Canada United Kingdom European / North American Comparisons Comparisons Across Europe and North America

46. 3 Parts to the Analysis of Government VC Funds Armour and Cumming (2006 Oxford Economic Papers) Institutional and Other Investors Returns Part II Fundraising Part III Venture Capital Funds Supply of Investments Demand for Investments Part I Entrepreneurial Firms

47. United States Australia Canada United Kingdom European / North American Comparisons Armour / Cumming Findings Across Western Europe and North America • Favorable tax and legal environments facilitate the establishment of venture capital and private equity funds and increase the supply of capital. • Temperate bankruptcy laws stimulate entrepreneurialism and increase the demand for venture capital and give higher returns. • Government programs, by contrast, crowd out private equity investment and lower industry returns. • These effects are both statistically and economically significant, and more pronounced that the effects from control variables pertaining to stock market MSCI returns, real GDP growth, patent activity, etc.