New Venture Governance: An Integrative, Multidisciplinary Review

Based on 259 articles published in the entrepreneurship, management, and finance literatures during 1990–2022, we provide an integrative review and synthesis of governance in new ventures. We structure our review around the formal contract between the new venture and its investors, and discuss the governance approaches of various pre-initial public offering investors across the three stages of the investment cycle: pre-contractual, contract design, and post-contractual. Pre-contractual governance and contract formation are explained using a signaling theory lens. To capture the intricacies of post-contractual governance, particularly for late-stage investors such as venture capitalists and private equity firms that have conflicting interests, multiple identities, and overlapping governance roles, we relax the core tenets of agency theory to direct academic inquiry toward a more sophisticated framework—multiple agency theory—that better reflects the complexities of post-contractual governance. Given the limitations of formal contracting in resolving the ambiguities of start-up governance, we integrate our narrative by using a complementary social embeddedness theory lens that highlights the importance of informal governance embedded in personal and social ties in creating implicit obligations based on trust, reciprocity, and reputation. Finally, we discuss how governance breakdowns can cause start-ups to fail, especially in their later stages.