課程名稱 |
全球創業資金:風險投資與私募基金 Global Entrepreneurial Finance:Venture Capital and Private Equity |
開課學期 |
110-2 |
授課對象 |
管理學院 管理學院企業管理碩士專班(GMBA) |
授課教師 |
謝源弘 |
課號 |
GMBA5029 |
課程識別碼 |
749EU0220 |
班次 |
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學分 |
3.0 |
全/半年 |
半年 |
必/選修 |
選修 |
上課時間 |
星期一2,3,4(9:10~12:10) |
上課地點 |
管一405 |
備註 |
本課程以英語授課。 限GMBA班學位生 或 限管理學院交換生與訪問生 總人數上限:50人 |
Ceiba 課程網頁 |
http://ceiba.ntu.edu.tw/1102GMBA5029_ |
課程簡介影片 |
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核心能力關聯 |
核心能力與課程規劃關聯圖 |
課程大綱
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課程概述 |
Have you ever wondered how to get the right Angel investment for your start-up idea or Series A/B fundings for a fast growing company? Or you have an admiration to become a Venture Capitalist that will discover and help grow the next Unicorn like Airb&b, Uber, WeWork, or Robinhood? If so, the Global Entrepreneurial Finance: Venture Capital and Private Equity is an introductory course into the creative and mysterious world of the venture capital (VC) and private equity(PE) investments. This course will bring in the latest and most used VC/PE investment methodologies and practical tools from Silicon Valley, the heart of the global VC/PE industry.
“Entrepreneurship” is a popular focus of discussion among businesspeople, financiers, economists, and policymakers. At a macro level, economists and policymakers have increased their attention to entrepreneurial enterprise because of its importance to economic growth, the significance of entrepreneurial businesses in job creation, and the role of business owners in aggregate saving and wealth accumulation. Today on the demand side, many M.B.A. students want to start their own businesses or be part of emerging businesses, while on the supply side, other M.B.A.s are interested in participating directly in the growth of venture capital and private equity sector.
What, then, is “entrepreneurial finance”? The second term is easier to define. We know that Finance studies encompass valuation and the allocation of resources, risk, liquidity, and information. Indeed, topics in finance related to valuing cash flows, assessing the cost of capital, choosing among suppliers of funds, and aligning incentives for value maximization are at least as important for entrepreneurial firms as for more established firms. In particular, new and growing firms likely face “financing constraints” on growth and difficult decisions about financial contracting; while present-day financial decisions may have a profound influence on the available range of future options and choices.
Defining entrepreneurship is less straightforward. Consistent with many popular characterizations of entrepreneurs, the noted Harvard economist Joseph Schumpeter summarized an entrepreneur as follows:
“To act with confidence beyond the range of familiar beacons and to overcome that [social] resistance requires aptitudes that are present only in a small fraction of the population and that define the entrepreneurial type...” (Capitalism, Socialism, and Democracy, New York: Harper and Row, 1942, page 132.)
Actually studying entrepreneurship requires a narrower focus. The economic concept corresponding most to topics we discuss in this course as “entrepreneurial finance” was articulated by Chicago economist Frank Knight who argued that entrepreneurs must address problems of raising capital and bearing risk in addition to identifying and pursuing opportunity. [Frank H. Knight, Risk, Uncertainty, and Profit, New York: Houghton Mifflin, 1921.] Throughout the course, we will emphasize such financial management decisions of entrepreneurial firms.
We define an entrepreneur as the person who puts the pieces together, identifies the new opportunity and/or market imperfection, connects the dots, and brings about change. Entrepreneurship may take place in small start-ups as well as large established firms. The entrepreneur may be the inventor, the financier, the manager, or somebody else entirely.
The capital market for financing such entrepreneurs – and private equity investing more generally – differs fundamentally from capital markets considered in standard corporate finance: First, start-ups are young, mostly unprofitable companies, with short operating histories and little capital. Young firms face exceptionally high degrees of uncertainty, constraining financing and creating difficult decisions about financial contracting, keeping in mind that today’s financial decisions may have implications for future opportunities and choices. Second, capital markets for privately held companies are predominantly “deal markets” where terms and valuations are negotiated on a case-by-case basis, where investors can add value and are actively involved with the companies they finance. Throughout the course, we emphasize financial opportunities and decisions of entrepreneurs and private equity investors investing in these entrepreneurs.
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課程目標 |
We will start with investigating the overall ecosystem and relationship between start-ups, VC’s, and Fund of Funds; then we will pick up the practical tools on the legal framework, organizational structures, funding channels and types, pre and post-money valuation methodologies, and pipeline generation. Later in the course we will deep dive into the exiting strategies including M&A, roadshow preparation, IPO, (Leveraged) Buyout, secondary market sales, and final LP/GP distributions. Throughout the course, students will be tracking the current start ups and VC/PE funding rounds as they happen and cross-reference these real life deals with the tools and methodologies delivered in this course.
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課程要求 |
Basic understanding of managerial accounting and corporate finance is ideal but not a must; some experiences with start-ups would be a plus. |
預期每週課後學習時數 |
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Office Hours |
每週一 12:20~13:00 |
指定閱讀 |
Course materials will be distributed as downloadable files via CEIBA |
參考書目 |
G. Fenn, N. Liang, and S. Prowse, The Economics of the Private Equity Market, Washington, D.C. : Board of Governors of the Federal Reserve System, 1995, Chapters 1 and 3.
J. Bankman and R. Gilson, “Why Start-Ups?” Stanford Law Review 51 (January 1999): 289-308.
T. Copeland, T. Koller, and J. Murrin, Valuation: Measuring and Managing the Value of Companies, 5th ed., New York: Wiley, 2010.
A.K. Dixit and R.S. Pindyck, “The Options Approach to Capital Investment,” Harvard Business Review (May-June 1995).
S.N. Kaplan and R.S. Ruback, “The Valuation of Cash Flow Forecasts: An Empirical Analysis,” Journal of Finance 50 (September 1995): 1059-1093.
T.A. Luehrman, “What’s It Worth?,” Harvard Business Review (May-June 1997).
L. Nakamura, “Intangibles: What Put the New in the New Economy?,” Federal Reserve Bank of Philadelphia Business Review (July/August 1999): 3-16.
M. Scholes and M. Wolfson, Taxes and Business Strategy, Englewood Cliffs, N.J.: Prentice Hall, 1992.
A.C. Shapiro, “Corporate Strategy and the Capital Budgeting Decision,” in D. Chew, op. cit.
S. Titman and R. Wessels, “The Determinants of Capital Structure Choice,” Journal of Finance 43 (1988): 1-19.
L. Trigeorgis, Real Options, Cambridge: MIT Press, 1996.
C. Barry, C. Muscarella, J. Peavy, and M. Vetsuypens, “The Role of Venture Capital in the Creation of Public Companies: Evidence From the Going Public Process,” Journal of Financial Economics 27 (1990): 447-472.
P. Gompers and J. Lerner, “The Use of Covenants: An Empirical Analysis of Venture Partnership Agreements,” Journal of Law and Economics 39 (1996): 463-498.
P. Gompers and J. Lerner, The Venture Capital Cycle. Cambridge: MIT Press, 1999.
P. Gompers and J. Lerner, “Venture Capitalists and the Creation of Public Companies,” Journal of Private Equity, 1997.
M. Gorman and W.A. Sahlman, “What Do Venture Capitalists Do?,” Journal of Business Venturing 4 (1989): 133-147.
F. Modigliani and M. Miller, “The Cost of Capital, Corporation Finance, and the Theory of Investment,” American Economic Review 48 (1958): 261-297.
W.A. Sahlman, “The Structure and Governance of Venture Capital Organizations,” Journal of Financial Economics 27 (1990): 473-524.
M.J. Halloran, L.F. Benton, R.V. Gunderson, Jr., K.L. Kearney, and J. del Calvo, Venture Capital and Public Offering Negotiation, Englewood Cliffs, N.J.: Aspen Law and Business, 1995, volume 1, Chapters 1-2.
S.N. Kaplan, “The Staying Power of Leveraged Buyouts,” Journal of Financial Economics 29 (October 1991): 287-313.
M. Kim and J.R. Ritter, “Valuing IPOs,” Journal of Finance, 53 (September 1999): 409-437.
J. Lerner, “Venture Capitalists and the Decision to Go Public,” Journal of Finance 49 (June 1994): 293-316.
W. Megginson and K. Weiss, “Venture Capitalist Certification in Initial Public Offerings,” Journal of Finance 46 (July 1991): 879-893.
M. Pagano, F. Panetta, and L. Zingales, “Why Do Companies Go Public?: An Empirical Analysis,” Journal of Finance 53 (March 1998): 27-64.
J. R. Ritter, “The Cost of Going Public,” Journal of Financial Economics (1987): 269-281.
J. R. Ritter, “The Long-Run Performance of Initial Public Offerings,” Journal of Finance 46 (1991): 3-27.
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評量方式 (僅供參考) |
No. |
項目 |
百分比 |
說明 |
1. |
Final Exam or Project Report |
25% |
Choice of an in-class final exam or a take home final project report. |
2. |
Project oral-presentations |
45% |
Group oral presentations and weekly VC/PE/StartUps industry news sharing & discussions |
3. |
Class participation |
30% |
Actively engage and participate with all class oral discussions and in-class group projects |
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週次 |
日期 |
單元主題 |
第1週 |
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Course Overview and Introduction, Intro to VC/PE Business Model, group pairing, mock start up and PE/VC entity establishment |
第2週 |
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The Entrepreneurial finance eco-system and life cycle of a VC/PE fund |
第3週 |
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Private Equity and Venture Capital funds: Legal structure and framework |
第4週 |
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Venture Capital and Start Up Relationships: An aligned interest |
第5週 |
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Start Up Industries: from Fintech to AgriTech |
第6週 |
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Identify and Capturing Opportunity: Investment Pipeline generation and Due Diligence processes |
第7週 |
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Investment Rounds and Milestones: from Bootstrapping, Angels, to Series tranches |
第8週 |
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Valuations: Pre and Post-Money Calculation |
第9週 |
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Termsheets: Do's and Don't of a deal |
第10週 |
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Value-Add: What VCs can bring to the table beyond capital (Guest speakers from VC and PE firms) |
第11週 |
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Sovereign Wealth funds, Pension funds, and Institutional Investors as LP in PE/VC |
第12週 |
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Exit Strategy: Size, Frequency, Timing, Multiples and creating Alpha |
第13週 |
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Exit Strategy: (Leveraged) Buyout |
第14週 |
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Exit Strategy: M&A and Secondary Market Sales |
第15週 |
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Exit Strategy: IPO |
第16週 |
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Diversity within the VC/PE industry |
第17週 |
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Ethics and CSR within the VC/PE industry |
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