Publication Date

2022

Journal

Columbia Business Law Review

Abstract

In the last half-century, technological progress has stagnated. Rapid advances in information technology disguise the slow pace of productivity growth in other fields. Reigniting technological progress may require firms to invest in moonshots—long-term projects to commercialize innovations. Yet all but a few giant tech firms shy away from moonshots, even when the expected returns would justify the investment. The root of the problem is corporate structure. The process of developing a novel technology does not generate the kind of interim feedback that shareholders need to monitor managers and managers need to motivate employees. Managers who anticipate these agency problems invest in incremental innovations instead.

In the last few years, a new structure designed to commercialize long-term innovations has emerged—the venture carveout. A venture carveout is a private company with one or two public company parents, outside private investors, and employee ownership. The parents provide intellectual property and a long-term strategic commitment. The private investors supply patient capital that insulates the project from short-term shareholder pressure. The employees’ equity motivates them to bring a product to market. The first venture carveouts are attempting to commercialize autonomous vehicles. If they succeed, they will validate a new model for innovation. This Article argues that venture carveouts could enable more companies to invest in moonshots, compete with the tech giants that dominate our economy, and accelerate technological progress.

Volume

2022

First Page

859

Publisher

Columbia Law School

DOI

https://doi.org/10.52214/cblr.v2022i2.10941

Keywords

venture capital, law and technology

Disciplines

Antitrust and Trade Regulation | Business Organizations Law | Intellectual Property Law | Law | Science and Technology Law

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