overview of japan vc industry by standford japan

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    Japanese Venture Capital

    An Analysis of Start-up InvestmentPatterns vs. Silicon Valley

    Robert Eberhart, STAJE Fellow

    Stanford University

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    research questions

    What are the apparent differences in venture capitalinvestment patterns in Japan versus Silicon Valley?

    How can these empirical differences be understoodwithout cultural explanations and be consistent withthe empirical data?

    Do the explanations - consistent with theobservations - help us understand the future patternof VC investment in Japan?

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    japan VC market

    Note: Annual figures. Figures from 1991 to 2002 are for annual periods through September of indicated year. Figuresfrom 2003 to 2006 are for annual periods through March of following year. E.g., 2006 is for the fiscal year ending March

    31, 2007. Source: VEC, Japan Venture Research

    Japanese VC Investment Dat

    0

    500

    1000

    1500

    2000

    2500

    3000

    1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

    Deals,

    Investmen

    tinMillionsofYen

    Total Invested

    Number of Deals

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    US VC marketUS VC Investment Activit

    0

    5000000000

    10000000000

    15000000000

    20000000000

    25000000000

    30000000000

    1995-1

    1995-3

    1996-1

    1996-3

    1997-1

    1997-3

    1998-1

    1998-3

    1999-1

    1999-3

    2000-1

    2000-3

    2001-1

    2001-3

    2002-1

    2002-3

    2003-1

    2003-3

    2004-1

    2004-3

    2005-1

    2005-3

    2006-1

    2006-3

    2007-1

    2007-3

    2008-1

    2008-3

    2009-1

    0

    500

    1000

    1500

    2000

    2500

    Deals

    Amount Invested

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    japan VC IRR

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    Comparative IRR

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    Syndication

    Syndication

    In US, most deals

    One contract,several investors

    Claimed uncommonin Japan

    1 SOURCE: Japan Venure Research 2009

    Preliminary Surveydata: 60-70% of Japan VC

    deals are de facto

    syndicated1 Three to four firms per

    deal With similar term sheets

    A de facto lead

    Lead assigns directorand coordinates

    Lacks the form of a USsyndicate but is samefunction

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    empirical data revisited

    Start with 2800 deals and @Y95M per deal With de facto syndicates, we recalculate to obtain:

    Actual NET: (approx.) 1500 deals, $1.9M per deal

    Versus US, 2006: 3080 deals with $7.1M per deal

    So, truer picture is:

    in Japans economy deals are roughly equal, given relative economy size

    but average deal size in Japan is 1/4 of US

    What can explain this empirical difference?

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    empirical summary Any explanation of Japan VC patterns must

    account for:

    Comparatively different deal size

    US: $23.5 billion into 3080 deals (2006) Japan $2.8 billion into 1500 deals (2006)

    Long term Japanese IRR is lower than U.S. Japan LT Avg, life of fund = 3.9%1,2

    U.S. LT Avg, life of fund = 16.5%

    2

    1 SOURCE: Japan Venture zResearch

    2SOURCE: Martin Haemmig 2009

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    is current literature explanatory?

    Institutional Environment Lack of Syndication

    No common contracts

    Japanese VCs do not assign adirector

    Ownership at IPO Japanese firms at IPO greater

    founder control

    Structure of VC firms Shareholder =>Risk

    diversification strategy

    Japanese VC JPF structure=>Internal VC staff to find andpersuade investments

    Tax Implications

    Cultural Explanations Japanese entrepreneurs

    resist loss of control

    Japanese VCs are riskaverse Salary motivations

    culturally

    Poorly developed reputationmarkets for VCs

    Entrepreneurs cannot

    decide which VC => lessopportunism

    Do these explain the data?

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    analysis The current

    explanations:1. Suggest a reduction of

    the supply of funds,which

    2. Implies a higher returnto reflect attracting thesmaller supply.

    3. However, Japan haslower returnso

    inconsistent with manyexplanations

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    Now what?

    What is theexplanation of the

    differences?

    What can we learn?

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    Heterogeneity can explain

    culture Cultural

    explanations mayactually be pathdependencies withina heterogeneousindustry structure

    Can find a behaviordepending on thefounding date andstrategy of a VC firm

    ex. Salaryman type portfolioinvestment In some firms, not others,

    not in new firms

    Persists in some firms (pathdependence)

    Each period of VCfoundation has its owninstitutional pathdependencies

    Appears cultural because acultural explanation can besupported by behavior ofsome firm.

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    heterogeneity in governance

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    heterogeneity in strategy

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    Lower return from lower costs

    agency cost differences can explain lower returns

    Opportunism and agency costs VC and entrepreneurs interests are not aligned

    opportunistic behavior VC

    Common shareholder

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    opportunism IN US

    VCs control commonshareholderopportunism by

    Preferred shares

    Obtaining early controlvia

    large investment

    Preferred shares

    Common control of VC

    is less effective Shareholder activismnot favored by courts

    In Japan VCs almost always common

    shareholders less divergent interests

    More important - less abilityto control through shareacquisition

    Must acquire commonshares for control

    Rights in law for significant

    minorities Silencing requires coalitionof 71% or greater

    Shareholder activism canbe expressed effectivelyextra-legally

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    mitigating opportunism

    U.S. VC can control with

    sub 50% ownership

    and preferred rights Vocal minority can

    be silenced withinvoluntary buy-out

    Courts rely oncommonshareholders sellingto get out

    Japan

    sparse preferred so

    VC needs 50%+ tocontrol

    To silence a minoritymust control morethan US

    Courts generallyhear remedies tounfair practice

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    conclusions

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    conclusions

    Cultural explanations Inconsistent with IRR

    data

    Can be explained byheterogeneity of VC firms

    Many apparentdifferences aredifferences of form notfunction

    Agency costs, fromopportunism mitigationtactics, may explain thedifference: US structure creates need for

    control by VCs to mitigate Common shrdr opportunism

    Operationalize VCopportunism

    But, not reqd or available inJapan

    Is consistent with empirics

    Explains why Japanesefounders come to IPO withmore ownership

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    the future Because of the agency

    cost situation inJapanese VCinvestment

    And because ofheterogeneous VCsystems

    Japan has the ability to

    adjust to new economicreality perhapseasier than US VC firms

    Predictions of a VCshakeout in US

    Predictions of second

    lost decade in Japan

    But entrepreneurship isan element of recovery..

    VC is a catalyst

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    Thank you

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