Multilateral Contracting in Stage Financing

Feb 17, 2026

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Venture capital financing typically features complex securities and staging. We develop a dynamic contracting model where an entrepreneur seeks financing from active investors (who provide costly monitoring and screening) and passive investors (who offer cheaper capital). Under multilateral moral hazard, we show that the optimal contract can be implemented through a sequential offering of securities, including common and preferred equity, options, warrants, as well as a combination of senior debt and credit lines (venture debt). Our model predicts when entrepreneurs optimally separate monitoring and screening across multiple active investors (ā€œrounds financingā€) versus consolidating these functions with a single active investor (ā€œmilestone financingā€). Rounds financing dominates when informed capital is scarce


Paolo Fulghieri

Paolo Fulghieri

University of North Carolina

Yunzhi Hu

Yunzhi Hu

University of North Carolina - Chapel Hill

Felipe Varas

Felipe Varas

University of Texas at Dallas