Research Handbook on the Structure of Private Equity and Venture Capital

Brian Broughman, Elisabeth de Fontenay (Editors)

ISBN: 9781803922560

Published: August 2026

Format: Hardcover

Language: English

Publisher: Edward Elgar Publishing

Description

Private equity and venture capital funds now sit at the center of corporate finance, yet the legal and financial structures that hold them together — fund bargaining, portfolio company governance, exit mechanics, and the regulation that enables or constrains all of it — are scattered across case law, practitioner commentary, and empirical finance research that rarely speak to each other. This Research Handbook brings twenty original contributions from leading scholars together in one volume, combining legal and financial analysis with data and case studies drawn from Asia, Europe, and North America to map how PE and VC actually function, from fund formation through exit and beyond.

Key Features

• Walks through the "disclosure gap" between private and public equity markets and what it means for institutional investors sizing up a fund
• Analyzes real, named transactions — including the Musk/Twitter buyout and the Brookfield Asset Management v. Rosson equity-dilution ruling — as worked case studies rather than abstract doctrine
• Covers dual-class IPO structures and RSU-based startup compensation as practical responses to "unicorn" governance failures
• Sets out the international and US tax treatment of PE/VC investments side by side for cross-border fund structuring
• Traces the evolution of Chinese venture capital and private equity contracting alongside Western norms

Coverage

Five parts carry the reader from fund organization (fund bargaining, the public/private disclosure gap, US and international tax treatment) through PE/VC transactions (IPOs and SPAC mergers, Chinese contract innovation, equity dilution after Brookfield v. Rosson) to governance and control of portfolio companies (dual-class structures, RSU compensation, startup governance failure), the operational impact of PE/VC on workers and antitrust outcomes, and the regulatory environment — including bankruptcy practice, mandatory European corporate law as a constraint on VC contracting, and venture capital litigation.

About the Editors

Brian Broughman is a Professor of Law at Vanderbilt Law School, where his research focuses on the legal dynamics of startups, venture capital contracting, and corporate governance. Elisabeth de Fontenay is a Professor of Law at Duke University School of Law, specializing in corporate finance, private equity, and debt markets. Together they bring a combined legal-and-empirical perspective to a field usually covered from one angle or the other.

Table of Contents

Introduction. Part I: Organization of PE/VC Funds — 1. Private equity fund bargaining: What we know (and don't know); 2. Time to shrink the "disclosure gap" between private and public equity markets; 3. International tax implications for private equity investments; 4. U.S. taxation of private equity and venture capital. Part II: PE/VC Transactions — Investments and Exits — 5. Going public with IPOs and SPAC mergers; 6. Legal innovation in Chinese venture capital and private equity contracts; 7. Musk & Twitter: A case study in private equity and contractual certainty; 8. The evolution of China's venture capital and private equity markets; 9. The challenges facing venture capital in digital asset markets; 10. Equity dilution in venture capital finance after Brookfield Asset Mgmt., Inc. v. Rosson. Part III: Governance and Control of Portfolio Companies — 11. A decade of Trados; 12. Dual-class IPOs: A solution to unicorn governance failure; 13. The RSU time bomb: Regulating startup equity compensation in the unicorn era; 14. Dynamic views of startup governance and failure. Part IV: Impact of PE/VC on Portfolio Company Operations — 15. From Wall Street to work floor: How private equity buyouts affect workers; 16. Antitrust, private equity, and venture capital; 17. Does private equity create or destroy value? Part V: Regulation Enabling or Constraining PE/VC — 18. Bankruptcy team sports and the private equity playbook; 19. Mandatory corporate law as an obstacle to venture capital contracting in Europe; 20. Venture capital litigation.

Why buy this book?

Most PE/VC reference works are written from either the legal side or the finance side, rarely both — and almost none work through live, named disputes like the Musk/Twitter buyout or Brookfield v. Rosson as teaching material. With PE and VC fundraising under sustained scrutiny over disclosure, worker impact, and antitrust exposure, this handbook gives a library a single, current reference that a litigator, a fund counsel, and a finance researcher can all use without reaching for three different shelves.

Keywords

private equity, venture capital, fund governance, unicorn governance, SPAC mergers, startup equity compensation, PE/VC taxation, venture capital litigation, portfolio company governance, dual-class shares

Target Audience

Students and scholars of private equity, corporate transactional law, and business and management, and practitioners, fund counsel, regulators, and policymakers working across PE/VC fund structuring and governance

Genre

Private Equity & Venture Capital, Investment Funds, Corporate Governance, Business

Q&A

Q: Does this handbook cover real transactions or only legal theory?
A: Both — chapters work through named, real-world cases such as the Musk/Twitter buyout and the Brookfield Asset Management v. Rosson equity-dilution ruling alongside the underlying legal and financial frameworks.

Q: Does it address the tax side of PE/VC investing?
A: Yes — separate chapters cover international tax implications for private equity investments and US taxation of private equity and venture capital specifically.

Q: Is Chinese venture capital and private equity covered?
A: Yes — two chapters trace legal innovation in Chinese VC/PE contracts and the broader evolution of China's venture capital and private equity markets.

Q: Does the book look at how PE/VC affects workers and antitrust outcomes?
A: Yes — dedicated chapters examine how private equity buyouts affect workers and how antitrust law intersects with private equity and venture capital activity.

Q: Where can I buy Research Handbook on the Structure of Private Equity and Venture Capital?
A: Directly from CLNZ Books, with worldwide shipping and institutional invoicing available.

📝 From our blog: Private Equity & Venture Capital Law in 2026: What the Data Shows

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