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Venture Capital in APEC Economies 

Venture Capital in APEC Economies

 

 
 
Tags:  venture capital  venture capital firms silicon valley  venture capital firms 
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Published:  January 20, 2012
 
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Slide 1: Venture Capital in APEC Economies Preliminary Report to APEC Draft January 8, 2003 Research Conducted by U.S. PECC Finance Forum Financial Institutions Development Committee Research Counselor: J. Kimball Dietrich University of Southern California
Slide 2: Venture Capital in APEC Economies Preliminary Report to APEC January, 2003 EXECUTIVE SUMMARY Venture capital funds raised and invested increased dramatically in Asian APEC economics in the period following the Asian Financial Crisis of 1997. While the collapse of the public equity markets in Asia, following the NASDAQ after March of 2000, has had similar repercussions on both the raising of new venture capital funds in the last two years and exit strategies of venture capital funds, these trends are not more pronounced than in developed venture capital markets like the United States. However, more venture capital funds in Asia are directed to economic restructuring of traditional industries than is the case in developed markets. This is particularly true of large venture capital markets like Korea and Japan, but much less so in China, China Hong Kong, Chinese Taipei, and Singapore. The role of venture capital financing in Asia, therefore, differs somewhat from the typical part played in the United States, which is to finance start-up and growing firms in high technology industries. Banks and other lenders finance most small firms in the United States. The venture capital industry in the United States has evolved as a specialized industry able to overcome the challenges of information opaqueness in businesses without long histories or tangible capital, and with complex business plans requiring a long time to be realized, and provides a relatively small share of small firm finance. The complexity of venture capital financed firms are of course characteristics of high technology firms. The risks of investments in high technology and other firms financed by venture capital has induced the standard operating procedure that venture capitalists invest in equity positions in startup firms and take an active role in management. The requirements of the institutional and individual investors typical in the U.S. venture capital markets have fostered a dominant reliance on limited partnerships to organize venture capital funds. These characteristics of venture capital in the United States provide an interesting comparison to practices of venture capitalists in the Asian APEC economies. 2
Slide 3: REPORT: Introduction The development of domestic venture capital industries is widely seen as a valuable means to foster the development of small, high technology firms that can be the engine of economic growth in Asian economies. The success of venture capital achieving these goals in the United States, Israel, and Chinese Taipei is widely discussed. This report discusses recent developments in venture capital in the Asian Pacific region (Part 1) and describes recent trends in the venture capital industry in the United States, where it is most highly developed (Part 2). This discussion is followed by an analysis of policies and economic environments in APEC economies that is geared to identifying best practices in the APEC region as well as regulatory barriers to the development of an efficient venture capital industry for financing small and medium enterprises (Part 3). The analysis identifies those characteristics of the U.S. venture capital industry that are appropriate guides for Asian venture capital markets or aspects of the U.S. industry that may not be important for a specifically Asian domestic small-firm financial sectors providing funds for growth in that sector. Finally, the final report will provide case studies illustrating policy issues concerning small and medium firm financing in the Asia Pacific region raised in the report. The last five or six years have posed enormous challenges for start-up firm finance in the Asian economies of APEC. First came the Asian Financial Crisis in 1997 with the consequent devaluations, financial system difficulties, and in many cases severe policy responses leading to tightening of monetary and fiscal policy. In March 2000, the equity values of publicly traded technology and other high-tech smaller firms began to 3
Slide 4: collapse after reaching their peak in the U.S. NASDAQ market. The decline in the largely technology stock NASDAQ index was mirrored by all the second-board exchanges in Asia (see Figure 1) although second-board prices indices like NASDAQ have stabilized in the Asia Pacific region since 2001 at levels between 20% to 40% of their peaks (see Figure 2). This report first discusses the somewhat surprising impact of these events on the flow and allocation of venture capital in the APEC region since 1995. Subsequent sections compare policies concerning venture capital in different APEC economies, and, finally, assess the role of venture capital in the overall context of smallfirm finance. The extensive history and scale of the venture capital industry in the United States make the practice and regulation of US venture capital a useful reference point for many of the policies, laws, and regulations affecting venture capital in Asian economies. Notwithstanding this, each economy is confronted with specific challenges imbedded in a unique institutional and commercial history. To the extent that this report compares venture capital environments in Asia with that of the United States, it is with the principle goal of identifying policies or institutional structures that appear to respond to differences in the local demand for small and medium size enterprise financing and to identify policies or practices that work or do not seem to work in fostering the development of efficient small-firm financing markets. Selected case studies in the Appendix [of the final report] illustrate both financial market structures in APEC economies that appear to achieve the goal of development of SMEs and policies that appear to inhibit or restrain the development for a more robust market for small firm financing. 4
Slide 5: 1. Recent Trends in Venture Capital in Asia This discussion of recent trends in venture capital in APEC economies in Asia updates the study published by the International Finance Corporation (Aylward 1995). The discussion draws upon other recent analyses of the venture capital trends in the region, specifically the discussions in The 2003 Guide to Venture Capital in Asia published by the Asian Venture Capital Journal (AVCJ) and Kenney et al (2002). Review of the data and commentary provides a consistent picture of the flow of venture capital following 1997 by all observers. Venture Capital Raised After the Asian Financial Crisis Perhaps the most surprising conclusion coming out of the review of the postCrisis venture capital market is the enormous acceleration of funds raised annually by venture capital firms operating in Asia (see Table 1) following the Asian Financial Crisis and the rapid increase in the estimated size of the total pool of venture capital funds (Table 2). One industry observer described these developments as follows: Until the Asian financial crisis of 1997-98, Asian private equity players were largely composed of smaller funds focused on minority investments and the occasional start-up. … Post-1997, however, a number of offshore equity funds have moved into the Region, fueled by the enormous rise in US equity markets, and attracted by what looked to be a bumper buyout market after the Asian crisis. Foreign capital helped drive the Asian recovery. 1 In the following discussion, we concentrate initially on the data for the six largest pools of venture capital in the region, namely those for the economies of China, China HongKong, Japan, Korea, Singapore, and Chinese Taipei. These six economies collectively account for over 95% of the venture capital industry in the Asian APEC economies. 1 The 2003 Guide to Venture Capital Asia, 2002, p. 6. 5
Slide 6: Summing the total funds raised from Table 1 for each of the six economies from the period 1994 to 1997 and comparing them to the funds raised since then (1998 to 2001), total funds raised more than doubled (increased 116%) in the period since the Asian Financial Crisis. The largest increase was in the combined Chinese Taipei total that was close to four times the earlier period (up 283%) and all the economies experienced close to double the growth in funds raised. Even during the technology stock price collapse in the latest year available, 2001, new venture funds raised averaged one-and-a-half times the 1994-1997 average. By 2001, the total venture capital pool in the six economies was over 2.5 times its level for 1997, having reaching a total of $77.8 billion. While recent indications are that this pace has slowed further in 2002, venture capital activity in the Asian Pacific region demonstrates robust growth in the post-Crisis period and appears to be at least as strong as elsewhere in the world in the period following the technology-stock price decline. Hong Kong and Singapore serve as important hubs for venture capital investment activity throughout the region. While Table 3 shows that while the largest concentration of venture capital professionals in 2001 is in Japan (1,531), Hong Kong and Singapore are second and third in terms of professionals and Hong Kong is by far the largest center of venture capital under management with $26 billion. Japan at $21.5 billion and Singapore with $9.7 billion under management are second and third, where Korea and Chinese Taipei are nearly tied for fourth with $6.2 billion each. Table 4 shows that most of the funds in Japan are from domestic sources (79%), while Hong Kong and Singapore raise 67% and 38%, respectively, outside Asia, confirming their role as a center of foreign capital inflows into Asia. Table 5 provides another confirmation of the role of 6
Slide 7: Hong Kong and Singapore as regional venture capital centers in that domestic investments for those two economies are relatively small (under 15% of the total for each), while their other Asian venture capital investments are substantial, namely 85% for Hong Kong and 64% for Singapore. Aside from Hong Kong and Singapore, nearly all of the 2001 disbursements for venture capital funds in other economies in Table 5 are directed at domestic investments, with Japan and Korea near 90% and Chinese Taipei close to 80%. Of the remaining APEC economies in the region covered by the AVCJ data, only in Malaysia and Thailand have venture capital funds raised followed the pattern in the average of the largest six venture capital economies: in Thailand venture capital raised increased 366% in the period 1998-2001 relative to 1995-1997, where the corresponding increase was 246% for Malaysia. The remaining economies experienced either a smaller increase (the Philippines) or a declining pattern in the period following the Asian Financial Crisis. By 2001, Malaysia and Thailand accounted for 70% of the total venture capital under management in the five smaller venture capital markets, although less than 2% of the venture capital in the Asian Pacific region. Investors in Venture Capital in Asia Sources of venture capital in the Asian region differ remarkably from the types of investors typical in the United States where, in 1998, 47% of the fund committed to venture capital came from pension funds, 11% from individuals, 13% from foreign investors (and others), and 8% from endowments, while corporations supplied only 18% and banks and insurance companies another 3%2 . While specific shares have changed, the situation was similar in 1987 in the United States when individuals, pension funds, 2 Gompers, 2001, Figure 2B. 7
Slide 8: foreign investors, and endowments provided a total of 74% of the commitments to venture capital funds then. In other words, about three-quarters of venture capital funding in the United States is provided by individual or institutional investor private funds, less than a quarter from corporations and banks, and no funds from government. In the United States, private investors, not governments or corporations, dominate the funding of venture capital activity. The situation in Asia, as shown in Table 6, is in general reversed from that in the United States. In all of the Asian APEC venture capital markets shown in Table 6, between 26% (Thailand) to 59% (Chinese Taipei) come from corporations. Financial institutions also play a much larger role in Asian venture capital markets. For example, among the six major venture capital economies, banks and insurance companies provide 43% of the funding in China Hong Kong, 41% in Japan, and over between 22% and 34% for the other four economies. Venture capital funding sources in Asia represents very different investors in terms of risk tolerances and investment horizons than in the United States. Government agencies also play a large role in some Asian economies, for example providing 39% in Malaysia, 21% in Singapore, and with only China Hong Kong, Japan, the Philippines, Chinese Taipei, and Thailand raising less than 10% of their venture capital from government sources. The difference in funding of venture capital activity may have important implications for differences between the United States and Asia in terms of the expectations of investors and the role venture capitalists expect to play in the companies they invest in. Typical U.S. venture capital investors demand high average returns in exchange for tolerating substantial risk in individual investments and they have a 8
Slide 9: relatively short-term investment horizon (usually ten years). In Asia, governments, financial institutions, and corporations dominate venture capital and may have different expectations concerning both expected investment performance, the role of venture capital firms in company management, and expected investment horizons. We explore the implications of some of these differences in Part 3 below. Concentrations of Venture Capital Investments in the Pacific Region Two characteristics of venture capital show wide variation in the Asia Pacific region: stage of financing (shown in Table 7) and industrial sector allocation of investments (shown in Tables 8 and 9). In the United States, most venture capital is directed to start-up firms’ early (defined as seed and startup) and expansion stage financing. Most venture capital goes to the expansion phase of firm development (between 40% and 55% between 1998 and 2000) and about a quarter to seed financing. Later stage financing for start-up firms accounts for close to 20%, implying that new firm financing accounts for over 90% of venture capital investments in the United States in the period 1998 to 20003 . Among the six largest venture capital markets in Asia, different economies display different allocations to different stages of financing and different allocations to start-up firm financing and financing for established-firm buyouts and restructuring. China, for example, devoted 41% to seed and start-up financing and a total of 90% to start-up firms when expansion and mezzanine financing are included (typical for U.S. venture capital firms), where Japan and Korea devote somewhat less to early-phase financing and substantially more to buyout or turnaround financing (26% and 34%, respectively). In the Asian Pacific region, with the exception of China, Malaysia, 3 Gompers, 2001, Table 1. 9
Slide 10: Chinese Taipei and Vietnam, venture capital investments in buyouts and turnarounds are much higher percentages of total venture capital than in the United States, specifically more the 20% for other Asian economies and in the case of Korea and China-Hong Kong, more than a third of investment. These developments have been widely noted by observers of venture capital, for example, “On the brighter side, the restructuring economies of Japan and South Korea provided scope for buyouts, and the hope about China’s potential – capped by its belated entry into the WTO – gave some succor to private equity practitioners.”4 The implication is that more venture capital funds are directed to established (if troubled) firms than in Asia outside of China than is typical in established venture capital markets like the United States. Different patterns of investment also observed when looking at venture capital investments in the Asian Pacific region classified by the industrial concentration, both in contrast to the United States and among the APEC economies. Tables 8 and 9 present data on the five largest concentrations of venture capital investment by industry in 2001 for the Asian economies, and Table 10 shows similar data for the United States from the years 1998 to 2000. Comparing the data for Asian Pacific economies and the United States, the most obvious difference is the concentration in the U.S. data in hightechnology firms relative to more traditional industries5 . In contrast, many Asian economies have one or more of their five highest concentrations of venture capital in traditional industries like financial services, consumer services, agriculture, infrastructure, and heavy manufacturing. Except for China, Chinese Taipei, and 4 The 2003 Guide to Venture Capital Asia, 2002, p. 24. “High technology” is defined here as those industries in the top seven rows of Table 10, specifically companies described as online-specific, communications, computer software, medical and health related, semiconductor and other electronic, computer hardware, and biotechnology. 5 10
Slide 11: Singapore, all the economies in Tables 8 and 9 invest more than 20% of the venture capital in traditional industries. For example, Japan and Korea show investments in 2001 of 34% and 55% of total venture capital in traditional industries. These data demonstrate the importance of restructuring in venture capital financing in many economies of the Asia Pacific region. A substantial share of venture capital in the region is being used to finance economic activity and restructuring that are not targets of venture capital investments in developed venture capital markets like the United States. Exit Opportunities A major concern of investors in venture capital is liquidating their position in start-up firms, the so-called “exit.” For many investors and the firms they finance, the most desirable exit is an initial public offering (IPO). Until the late 1990s, choices of markets to undertake IPOs were limited, but starting in the late 1990s, a number of economies opened “second-board markets” in addition to their major national exchanges. These markets have been plagued with some problems in liquidity and transparency of listed firms, but nonetheless continue to function, unlike the German Neuer Markt, which closed. While China has delayed opening a second board market, Singapore recently decided to keep its small-firm market, Sesdaq, operating and other exchange continue to trade despite perceived problems with these exchanges.6 While the most successful firms often prefer to list on NASDAQ, IPO activity on selected economy markets has actually surpassed that of NASDAQ since 2001 despite the collapse in high technology share prices. As one observer writes: For VC investors hoping for exits on public markets, the outlook in Asia has always been difficult. But although public listings remain in short supply, the story has improved considerably over the last three-to-four years. The Internet 6 See U.S. PECC FMD Committee (2001) for a survey of performance of second board markets. 11
Slide 12: bubble produced several sizeable offerings, and deals funded in the post-cash buyout era have now begun to move to the checkout counter7 . Figure 3 demonstrates that IPO activity on Asia Pacific region second board markets has remained stronger than on the NASDAQ, where IPO activity has fallen to a fraction of the level experienced in the late 1990s. Of course, not all IPOs are venture capital financed firms, but Asian second-board markets, while not robust, are still active and may be capable of offering a reliable exit strategy for some venture-capital financed firms now or in the future. Other exit options for venture capitalists include mergers or acquisition of firms or private placements of venture capitalists’ holdings with third parties. As one observer writes: Despite the downturn in m&a activity, trade sales have become an increasingly viable exit route as mergers and acquisitions have grown into an acceptable corporate strategy for Asia’s conservative, family-dominated business community. Of the top 10 exits in 2001-2002, almost all were done through an acquisition rather than a listing8 . In the United States, exit from venture firm investments are critical since the time horizon of venture investors are limited because of common use of the limited partnership form in the United States (discussed in the next section.) In some economies, the use of the corporate form of organization of venture capital funds (as in Chinese Taipei) means that investment horizons have no fixed end-point and entrepreneurs may attempt to delay the exit of the firm in order to gain maximum advantage for founders. Kenney et al (2002) argue that in some cases founders may seek exit or delayed exit strategies that retain maximum control of the firm. 7 8 The 2003 Guide to Venture Capital Asia, 2002, p. 7 The 2003 Guide to Venture Capital Asia, 2002, p. 7 12
Slide 13: Summary of Part 1 Venture capital funds raised and invested increased dramatically in Asian APEC economics in the period following the Asian Financial Crisis of 1997. While the collapse of the public equity markets following the NASDAQ after March of 2000 has had similar repercussions in Asia and the United States on both exit strategies of venture capital funds and the raising of new venture capital funds in the last two years, these trends are not more pronouncedly in Asia than in more developed venture capital markets. However, more venture capital funds in Asia are directed to economic restructuring of traditional industries than is the case in developed markets. This is particularly true of large venture capital markets like Korea and Japan, but much less so in China, China Hong Kong, Chinese Taipei, and Singapore. The role of venture capital financing in Asia, therefore, differs somewhat from the typical part played in the United States, which is to finance start-up and growing firms in high technology industries. 2. Venture Capital as a Source of Funding for Start-Up Firms Policy interest in start-up high-technology firms is based on their perceived importance to economic growth and the long-run competitiveness of a region’s industry. Many observers of the United States’ economy associate the growth in employment and incomes with the evolution of small firms in new industries. For example, Gompers (2001) writes: Small firms and new business creation have become potent forces for economic development in the United States. Prior to 1980, large firms created the majority of new jobs in the American economy. During the last two decades, however, a major structural shift occurred. Fortune 500 companies lost four million jobs. At 13
Slide 14: the same time, firms with fewer than 100 employees added 16 million new jobs [Birch (1990)]. This was the first time in the twentieth century that the shift from large to small firms occurred, and it represented a fundamental change in the nature of growth in the American economy.9 Economic policy makers throughout the late 1990s around the world viewed the American growth as a model to be emulated. Berger and Udell (1998) provide a close examination of small-firm financing in the United States. Their detailed analysis places small-firm funding into perspective. Table 12 presents a summary of the data analyzed by these authors, based primarily on year-end 1993 survey data. The most important conclusion in terms of an analysis of venture capital is the very small role venture capital plays in the aggregate in the smallfirm sector of the U.S. economy. In 1993, less than 1.85% of small-firm financing was provided by venture capital. Over half the equity interest in small firms was provided by the principal and “other equity”, which includes other members of the start-up team, family members, and friends of the principal. Over half of the financing is in the form of debt, with banks and trade credit forming the majority of the debt financing. The problem of small-firm finance is usually discussed in terms of the difficulty of advancing funds to firms that are “informationally opaque.” Informationally opaque in the small-firm finance literature means that small firms confront investors with special difficulty in valuation and risk assessment because they are small, often have heterogeneous and less well known outputs and customers, characteristically have short operating histories, lack sophisticated information systems, may have cash flows that are difficult to monitor, and possibly do not have public audited financial statements. Such firms are not well suited for public sources of financing where publicly available 9 Gompers (2001), p. 1 14
Slide 15: information meeting accepted standards of reliability is essential. The small firm financing problem is how to resolve the issues poor information to potential suppliers of funds create in terms of controlling the risks and providing adequate expected returns to investors. The small-firm financing literature focuses on two main solutions to the problems posed by small firm fund requirements that go beyond the ability of principals, family, and friends to provide. These two solutions rely on “intermediated” financing, where financial intermediaries specializing in small-firm finance develop means to overcome problems associated with information opaqueness. One source can be called “bank financing,” but, while we use the term bank financing, the actual intermediary could be a commercial bank, savings institution, finance company, or insurance company specializing in lending to small firms. The other institutional source of financing to small firms is private equity capital from venture capitalists. Bank financing can resolve the risks of poor information by carefully constructing debt contracts to minimize risks, requiring collateral, special reporting, and by developing expertise in a firm’s industry and management’s skills over time through bank relationships10 . Berger and Udell (1995) demonstrate that a long-term bank relationship with a small firm can reduce the firm’s cost of funds and the requirements for collateral. Such a bank relationship requires, of course, that bankers (or other financial intermediary specialists) can understand the firm’s business so that it can assess the skill of the management and estimate the firm’s future market prospects. As Table 11 demonstrates, bank financing and non-venture capital equity dominate small-firm finance in the United States. 10 Berger and Udell (1995) describe relationship lending. 15
Slide 16: Venture capital is source of funds to small firms that cannot establish bank (or other financial institution) relationships. As Gompers (2001) states: Companies that lack substantial tangible assets and have uncertain prospects are unlikely to receive significant bank loans, however. These firms face many years of negative earnings and are unable to make interest payments on debt obligations11 . Start-up technology firms are exactly the type of firms that banks are least likely to be able to lend to because of the informational opaqueness and the lack of tangible assets or assets that can be readily evaluated (like financial assets). Firms developing software or new technology for the communications or biosciences industries are largely investing in human capital. Furthermore, entrepreneurs of these firms are most likely to be engineers or scientists with highly technical training and complex product designs. The venture capital industry in the United States evolved primarily to fund these types of start-up firms. Venture capital in the United States has developed many ways to control the risks of investing in start-up high technology firms with expected long periods of losses or low earnings. First, venture capitalists typically make equity investments in start-up firms. These equity investments are essential for venture capital investors to control for problems in the development of new products and services and to add value both for their investors and for the recipients of funds. Venture capitalists take an active role in management, usually requiring representation on the board of directors and substantial voting power: Barry et al (1990) report that venture capitalists typically hold a third of 11 Gompers (2001), p. 2. 16
Slide 17: the equity in initial public offerings of venture-capital backed start-up firms12 . They further report (based on analysis of data from 1977 to 1987) that: …Venture capitalists specialize in a narrow set of industries for which they can develop expertise; they control concentrated equity positions in their portfolio companies and they serve on companies’ boards…We examine whether the capital markets recognize the monitoring provided by venture capitalists, and find that IPOs with higher-quality ventures capitalists are less underpriced13 . Venture capital in the United States is apparently a type of financial intermediary that has evolved specifically to finance small firms developing high technology businesses or are involved in complex business situations like leveraged buyouts. Because of the active role venture capitalists assume in firms they finance, there is a danger that they can blunt the initiatives of entrepreneurs by threatening to claim more than their share of the value created by new business innovations. Myers (1998) has analyzed the incentive problems complicating the relationship between entrepreneurs and venture capital and argues that an essential component to solving these problems is going public. At the time a firm goes public, the gains from the entrepreneur’s efforts are capitalized and split according to clear rules between venture capitalists and the founders. Exit strategies involving IPOs therefore are an important part of the characteristics of venture capital in the United States. Raising venture capital funds can create conflicts of interest between investors in the funds and managers of the funds. In the United States, institutional investors must rely on fund managers to make key decisions and participate in the management of portfolio firms. The solution to concerns that fund managers will serve their own interests at the expense of venture capital fund investors is the use of the limited 12 13 Barry et al (1990), p. 448. Barry et al (1990), p. 469. 17
Slide 18: partnership form of organization. Virtually all venture capital funds in the United States are organized as limited partnerships with the fund managers acting as general managers and investors being limited partners. Compensation agreements between the investors and fund managers are carefully crafted to assure as much as possible that managers will invest in companies and participate in their management in ways that serve fund investors interests. The nearly universal use of the limited partnership form, in 1987 two-thirds of venture capital funds in the United States, demonstrates its robustness in a large variety of industry sectors and economic conditions over time14 . Summary of Part 2 Banks and other lenders finance most small firms in the United States. The venture capital industry in the United States has evolved as a specialized industry able to overcome the challenges of information opaqueness in businesses without long histories or tangible capital, and with complex business plans requiring a long time to be realized. These are of course characteristics of high technology firms. The risks of investments in high technology and other firms financed by venture capital has induced the standard operating procedure that venture capitalists invest in equity positions in start-up firms and take an active role in management. The requirements of the institutional and individual investors typical in the U.S. venture capital markets have fostered a dominant reliance on limited partnerships to organize venture capital funds. These characteristics of venture capital in the United States provide an interesting comparison to practices of venture capitalists in the Asian APEC economies. 14 Sahlman (1990), p. 487. The other one-third were largely public venture capital firms or closed-end funds. 18
Slide 19: 3. Venture Capital Policies and Regulations in APEC Economies [Preliminary] Asian APEC economies have adopted or have inherited a variety of policies affecting the venture capital industry. Kenney et al (2002) provides a critical review of these policies on a country-by-country basis and Urbas (2002) provides a summary of policies for seven economies around the world, including three in the Asia Pacific region (Japan, Singapore and Chinese Taipei). Table 12 updates and expands the issues raised by Kenney et al and Urbas relying on public sources and [in the final version] a survey of PECC APEC economy representatives and their domestic venture capital industry sources. [The final version of this report includes commentary from venture capital industry representatives providing an industry response to the policy initiatives undertaken by Asian economies.] Table 12 contains policy initiatives concerning venture capital firms under five columns: (1) regulations and regulatory bodies; (2) tax treatment; (3) limitations on organizational form and ownership; (4) non-tax subsidies and incentives; and (5) special programs. Before reviewing the [preliminary] results in the table, it may be useful to review quickly the U.S. situation as a benchmark. In the United States, there are no special regulations or regulatory bodies specific to venture capital. Early in the history of venture capital, the Small Business Investment Act (1958) was enacted authorizing the establishment of small business investment corporations (SBICs). Later SBICs were authorized to raise funds publicly. Banks were authorized to invest is SBICs through their holding companies. SBICs could borrow two 19
Slide 20: times the equity investment from the Small Business Administration created in the 1958. As Kenney et al state: For the most part, these public SBICs failed and/or were liquidated by the mid 1970s. After the mid 1970s, with the exception of the bank SBICs, the SBIC program was no longer significant for the venture capital industry.15 There is currently no special law or authority regulating venture capital. The most important indirect effect of government regulation stems from government regulations (under the Employee Retirement Income Security Act of 1973 or ERISA) regulating allowable investments for pension funds. That act was originally interpreted to disallow investment in venture capital funds until loosened beginning in 1977 and relaxed completely by 198216 . Pension funds provide nearly half of venture capital funds in the United States (see above) so the changes in ERISA have been important regulatory changes. There is likewise no special tax treatment for venture capital but venture capital indirectly depends on some aspects of the U.S. tax code. Specifically, capital gains are taxed at a substantially lower tax rate than personal or corporate income tax rates, making long-term gains more attractive as an investment to investors. Also important is that, subject to some limitations, limited partnerships are not taxed at the partnership level but rather at the investors’ level. The economic policy environment in the United States can thus be seen as creating factors important to the development of the limited partnership form of venture capital funds attractive to investors expecting the realization of gains as a major source of returns, but these policies are general and not specific to small-firm finance. 15 16 Kenney et al, p. 4 Kenney et al, p. 5 20
Slide 21: The United States has few restrictions on organization form aside from those limiting bank holding company investments in the equity of non-financial firms, tax and securities laws. These laws and associated policies are general for all businesses operating in the economy. There are no specific laws governing authorities to invest or be financed by venture capital firms aside from restrictions on investments of certain classes of financial institutions and pension funds, but again, these are general restrictions. There are no non-tax subsidies or incentives specific to venture capital aside from generally available small-business loan guarantees from the Small Business Administration and tax laws governing deductions for investment and other favorable tax treatment for smaller firms or firms with losses. Finally, there are no special programs for venture capital firms. The situation for venture capital in Asia shown in Table 12 is more complex. This preliminary draft emphasizes only a few aspects of special venture capital treatment in Asian economies. First, government involvement in terms of providing funds to venture capital and establishing specialized government entities is widespread. There are special government funds in virtually every Asian economy. Tax incentives specific to venture capital (or angel financing) are also very common. Probably the most interesting case of tax policy directed to venture capital is Chinese Taipei, where tax policy is accorded a significant role in the early development of the venture capital industry17 . The reduced and deferred tax of gains from investments in venture capital in that economy were discontinued in 1999, and the longterm effect of the tax change is not clear given other developments in the economy. 17 See Kenney et al, p.35, for a discussion. 21
Slide 22: The policy area of greatest importance to the development of innovative financing vehicles to fund the growing and changing industries of Asia are restrictions on organizational form. One impact of these restrictions is that in some economies possibly sub-optimal financial instruments (like debt) are used to resolve standard riskmanagement issues in informationally opaque investments. This is not to say that unique financial instruments or methods cannot solve such problems in economically efficient ways. The concern emphasized here is that inefficient or less than optimal investments are made unnecessarily and their removal would only make transactions less expensive. For example, some foreign venture capitalists have said that most restrictions inhibiting investments can be evaded or mitigated by creative funding vehicles and transnational organization forms. The requirement to get around government regulations inhibiting desirable investments introduces unnecessary costs. The survey to be conducted will seek to identify a number of these inhibitions to efficient investment. Summary of Venture Capital Policy Review [Preliminary] Venture capital in Asia operates in a variety of legal and economic environments in economies with different endowments and challenges. Industrial development, institutional characteristics, custom and culture vary widely across jurisdictions. It is unlikely in these circumstances that a venture capital industry resembling that in the United States is feasible or desirable. In some ways, the term venture capital (rather than private equity or small firm finance) is perhaps misleading in terms of guiding the policy discussion. The evolution of financing intermediaries servicing the needs of start-up firms and restructuring industries will occur within the constraints and opportunities offered by 22
Slide 23: particular situations. The most important feature of economic policy favoring small firm development is to provide the freedom necessary for efficient financial entities to develop and respond to changing market opportunities. Some of the appeal of the venture capital solutions for small-firm finance found outside Asia is that they can be used to circumvent problems that exist currently in Asian economies. For example, the distressed nature of the banking systems in many economies means that commercial banks and other creditgranting institutions cannot play their usual role in financing restructuring and growth in traditional industries like financial services and heavy industry where information opaqueness is not a major issue. Undeveloped bond markets also inhibit the use of debt to finance buyouts, mergers and acquisitions, other restructuring situations. Finally, the limitation on the rights of minority owners in some economies may inhibit the use of foreign equity in financing some high-risk start-up firms or spin-offs of firms as part of economic development or restructuring. The most important objective of policy makers appears to be to create an environment where innovative economic institutions or methods can develop to solve these limitations to productive investments in an efficient ways that are satisfactory to investors, fund managers, and firms receiving funds. Industry observers have noted that with sufficient flexibility from regulators and taxing authorities, most barriers to investments in attractive business opportunities can be overcome. The costs of inflexibility or complex rules are that the transactions become more costly and the legal arrangements (contracts or other commitments) inhibit efficient operation by recipients of funds. The final version of this paper will illustrate some examples of how policy has helped and possibly hindered the exploitation of socially valuable investments in small firms or restructuring industry. 23
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Slide 25: References Asian Venture Capital Journal. 2002. The 2003 Guide to Venture Capital in Asia. Hong Kong. Aylward, Anthony. 1996. “Trends in Venture Capital Finance in Developing Countries”, The World Bank, IFC Discussion Paper Number 36, Washington, D.C.. Barry, Christopher B., Muscarella, Chris J., Peavy, John W. III, and Vetsuypens, Michael R. 1990. “The role of venture capital in the creation of public companies.” Journal of Financial Economics, 27, pp. 447-471. Berger, Allen N., Klapper, Leora F., and Udell, Gregory F. 2001. “The ability of banks to lend to informationally opaque small businesses.” Journal of Banking and Finance, 25, pp. 2127-2167. Berger, Allen N. and Udell, Gregory F. 1995. “Relationship Lending and Lines of Credit in Small Firm Finance”. Journal of Business, 68, pp. 351-381. Berger, Allen N. and Udell, Gregory F. 1998. “The economics of small business finance: The role of private equity and debt markets in the financial growth cycle.” Journal of Banking and Finance, 22, pp. 613-673 Berger, Allen N. and Udell, Gregory F. 2002. “Small Business Credit Availability and Relationship Lending: The Importance of Bank Organizational Structure.” The Economic Journal, pp. F32-F53. Birch, D. 1990. “Source of job growth and some implications,” in Jobs, Earnings, and Employment Growth Policies in the United States, ed. J. Kasarda, Kluwer Academic Publishers, Norwell, Massachusetts, pp. 71-76. Gompers, Paul A. 2001. “A Note on the Venture Capital Industry,” (9-295-065) Harvard Business School Publishing. Gompers, Paul A. 1998. “Venture capital growing pains: Should the market diet?” Journal of Banking and Finance, 22, pp. 1089-1104. Kenney, Martin, Han, Kyonghee, and Tanaka, Shoko. 2002. “Scattering Geese: The Venture Capital Industries of East Asia, A Report to the World Bank”, September 29. Lerner, Joshua. 1998. “’Angel’ financing and public policy: An overview.” Journal of Banking and Finance, 22, pp. 773-783. Myers, Stewart C. 1998. “Outside Equity Financing” NBER Working Paper Series (Number 6561), National Bureau of Economic Research, Cambridge, Massachusets. 25
Slide 26: Sahlman, William A. 1990. “The structure and governance of venture-capital organizations” Journal of Financial Economics, 27, pp. 473-521 Urbas, Daniel. 2002. “Programs to Encourage Capital Activity: Selected Country Studies,” Global Venture Investors Association on behalf of the U.S. Civilian Research & Development Foundation (downloaded from http://www.gvia.org/overview22.html). U.S. PECC FMD Committee. 2001. “Second Board Markets in APEC Economies: Report to ABAC” (http://www.pecc.org/ie.html). 26
Slide 27: Table 1: New Venture Funds Raised in Asia Economies China Hong Kong, 1992 1993 583 677 1994 898 1995 1,028 1996 294 1997 96 1998 166 1999 2000 540 2,028 2001 821 China 710* 787* 3,097* 1,980* 621 1,920 3,132 5,321 3,160 2,416 Indonesia 0 31 117 29 45 265 39 38 0 9 Japan 870 605 1,688 1625 1,572 1,006 1,237 4,865 4,624 2,264 Korea 151 97 269 889 1,040 277 549 1,495 1,812 830 Malaysia 69 23 20 228 9 19 55 205 169 250 Philippines 11 33 33 42 35 25 52 75 83 16 Singapore 42 306 634 1,055 721 1,146 620 2,352 1,810 1,057 Chinese Taipei 28 65 46 154 416 568 1,096 1,139 1,507 794 Thailand 25 7 14 29 33 39 15 40 285 81 Vietnam 12 109 115 53 22 17 10 40 22 18 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia * Note: Prior to 1997, there is no separate data for Hong Kong. Instead the data given is the sum of venture capital funds in both China and Hong Kong, China. Table 2: Venture Capital Pool in Asia (US$ million) Economies 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 China 878 1,422 2,384 3,458 3,612 3,500 3,112 3,755 5,201 6,044 Hong Kong, 2,656* 3,095* 6,037* 8,044* 8,019* 9,632 14,462 21,203 24,128 26,019 China Indonesia 57 99 225 245 289 426 328 333 169 153 Japan 16,028 17,750 17,750 14,851 11,254 7,722 12,513 21,729 21,138 21,515 Korea 1,629 1,687 1,902 2,567 3,224 1,857 2,995 4,986 6,020 6,251 Malaysia 147 160 194 437 448 406 460 667 587 811 Philippines 26 58 85 123 166 169 224 292 383 291 Singapore 896 1,013 1,833 3,164 3,981 4,468 5,258 7,791 9,286 9,754 Chinese Taipei 470 508 562 696 1,336 1,913 3,598 4,447 5,852 6,261 Thailand 90 98 117 165 201 177 242 265 597 580 Vietnam 22 131 247 303 276 292 258 318 157 114 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia * Note: Prior to 1997, there is no separate data for Hong Kong. Instead the data given is the sum of venture capital funds in both China and Hong Kong, China. 27
Slide 28: Table 3: Overview of the Venture Capital Industry in Asia Economies No. of Venture Capital Funds/Companies Number of Venture Capital Professionals Venture Capital Under Management (US$ million) 6,044 26,019 China 200 360 Hong Kong, 177 631 China Indonesia 31 105 153 Japan 232 1,531 21,515 Korea 180 483 6,251 Malaysia 41 95 811 Philippines 18 59 291 Singapore 117 509 9,754 Chinese Taipei 165 437 6,261 Thailand 16 58 580 Vietnam 7 21 114 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia Table 4: Venture Capital in Asia: Sources by Geographic Region, 2001. Economies Domestic Other Asia Non Asia (% total) (% total) (% total) China 53 23 24 Hong Kong, China 11 22 67 Indonesia 60 16 24 Japan 79 3 18 Korea 65 7 28 Malaysia 51 23 26 Philippines 42 15 43 Singapore 34 28 38 Chinese Taipei 85 5 10 Thailand 20 14 66 Vietnam 13 11 76 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia 28
Slide 29: Table 5: Venture Capital in Asia: Disbursement by Geographic Region, 2001 Economies Domestic Other Asia Non Asia (% total) (% total) (% total) China 86 13 1 Hong Kong, China 11 85 4 Indonesia 60 16 24 Japan 87 5 8 Korea 92 6 2 Malaysia 92 7 1 Philippines 80 16 4 Singapore 15 64 21 Chinese Taipei 79 7 14 Thailand 95 4 1 Vietnam 80 20 0 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia Table 6: Institutional Source of Venture Capital in Asia, 2001 Economies Corporations (% total) Private Individuals (% total) Government Banks Agencies (% total) (% total) Pension funds (% total) Insurance Companies (% total) China 41 7 17 23 4 Hong Kong, China 35 1 4 13 17 Indonesia 52 6 12 19 4 Japan 44 3 2 28 10 Korea 43 1 13 22 9 Malaysia 32 3 39 17 2 Philippines 57 13 8 15 0 Singapore 36 4 21 15 10 Chinese Taipei 59 9 6 14 4 Thailand 26 2 6 36 15 Vietnam 38 5 10 34 5 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia 8 30 7 13 12 7 7 14 8 15 8 29
Slide 30: Table 7: Venture Capital in Asia by Financing Stage, 2001 Economies Seed (% total) 8 Start-up (% total) 33 Expansion (% total) 41 Mezzanine (% total) 8 Buyout (% total) 4 Turnaround (% total) 6 5 21 6 25 6 6 5 5 26 10 China Hong Kong, China 4 19 33 7 32 Indonesia 2 9 58 2 8 Japan 3 13 47 11 20 Korea 7 19 35 5 9 Malaysia 4 29 48 4 9 Philippines 1 15 64 1 13 Singapore 2 26 42 8 17 Chinese Taipei 9 26 43 14 3 Thailand 3 15 45 2 9 Vietnam 5 26 59 0 0 Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia 30
Slide 31: Table 8: Venture Capital in Asia by Biggest 5 Sectors, 2001 Economies China Hong Kong, China Indonesia Japan Computer related (27.4%) Telecommunications (15.3%) Electronics (17.8%) Financial services (24.7%) Financial services (24.3%) Information technology (16.8%) Consumer products/services (32.8%) Telecommunications (16.9%) Computer related (20.0%) Infrastructure (9.8%) Infrastructure (11.0%) Agriculture/Fisheries (13.5%) Telecommunications (10.8%) Manufacturing – Heavy (10.8%) Electronics (14.1%) Information technology (15.6%) Information technology (14.1%) Electronics (17.8%) Consumer products/services (8.5%) Financial services (10.9%) Consumer products/services (12.4%) Electronics (9.9%) Telecommunications (10.7%) Manufacturing – Light (11.5%) Telecommunications (11.9%) Electronics (10.1%) Information technology (7.7%) Information technology (9.9%) Information technology (10.5%) Consumer products/services (9.3%) Information technology (10.3%) Telecommunications (10.2%) Computer related (9.3%) Medical/Biotechnology (8.8%) Telecommunications (9.0%) Construction (8.9%) Manufacturing – Light (8.4%) Telecommunications (7.4%) Computer related (9.9%) Telecommunications (8.1%) Computer related (7.3%) Consumer products/services (9.5%) Manufacturing – Heavy (10.0%) Electronics (6.0%) Consumer products/services (8.7%) Medical/Biotechnology (6.3%) Manufacturing – Heavy (8.1%) Financial services (8.4%) Korea Malaysia Philippines Singapore Chinese Taipei Information technology (16.5%) Telecommunications Travel/Hospitality Information Thailand (12.4%) (11.9%) technology (9.8%) Agriculture/Fisheries Travel/Hospitality Infrastructure Vietnam (11.2%) (11.2%) (11.2%) Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia 31
Slide 32: Table 9: Venture Capital in Asia by Five Biggest Sectors (percentage of total disbursement to industry), 2001 Industries China Hong Indonesia Japan Korea Kong, China $10,287 $89 $9,226 $5,823 Malaysia Philippines Singapore $143 9.3% 32.8% 6.0% 15.6% 8.7% 10.1% 14.1% 17.8% 8.4% 16.5% 9.8% 11.2% 8.1% 8.4% 11.9% 75.6% 8.8% 16.9% 58.6% 6.3% 9.0% 69.6% 12.4% 11.9% 51.1% 11.2% 50.4% $$4,195 Chinese Thailand Taipei $3,717 20.0% 8.9% $296 Vietnam $107 11.2% Total Disbursement to $5,675 $516 Industry (millions) 13.5% Agriculture/Fisheries 27.4% 9.9% 7.3% Computer related Construction 8.5% 12.4% 9.3% 9.5% Consumer products/services 17.8% 9.9% 14.1% Electronics 10.9% 24.7% 24.3% Financial services 9.9% 10.5% 10.3% 16.8% Information technology 7.7% 9.8% 11.0% Infrastructure 10.8% 10.0% Manufacturing – Heavy 11.5% Manufacturing – Light Medical/Biotechnology 7.4% 15.3% 8.1% 10.8% 10.7% 10.2% Telecommunications Travel/Hospitality Total share of the 5 60.8% 57.0% 62.3% 62.0% 65.6% 62.6% biggest sector as percentage of total disbursement Source: Asian Venture Capital Journal, The 2003 Guide to Venture Capital in Asia 32
Slide 33: Table 10: Venture Capital Industry Concentrations in the United States Dollars (millions) 1999 18,513.1 8,335.4 7,500.9 2,457.0 1,740.2 1,303.8 1,182.2 41,032.6 4,551.9 1,710.4 751.1 48,046.0 Percent of Total 1999 2000 38.5% 31.0% 17.3% 21.7% 15.6% 17.7% 5.1% 4.4% 3.6% 7.5% 2.7% 2.8% 2.5% 3.4% 85.4% 9.5% 3.6% 1.6% 100.0% 88.5% 7.7% 2.0% 1.7% 100.0% Online specific Communications Computer Software Medical and Health Semiconductor Computer Hardware Biotechnology 1998 3,284.7 3,318.5 3,834.7 2,392.2 827.0 556.2 1,030.1 2000 25,246.1 17,627.8 14,374.3 3,613.7 6,098.8 2,279.2 2,763.8 72,003.7 6,279.4 1,665.6 1,423.8 81,372.5 1998 17.1% 17.3% 20.0% 12.5% 4.3% 2.9% 5.4% 79.3% 12.7% 5.6% 2.3% 100.0% High-Technology (Total) 15,243.4 Other Products 2,443.7 Consumer Related 1,083.7 Industrial & Energy 441.1 Total 19,211.9 Source: Gompers (2001), Table 1 33
Slide 34: Table 11: Small Business Finance in the U.S. Sources of Funding Sources of Equity Principal owner Angel finance Venture capital Other equity Total Equity Sources of Debt Financial Institutions Commercial banks Finance companies Other financial institutions Nonfinancial business and government Trade credit Other business Government Individuals Principal owner Credit card Other individuals Total Debt Total Equity + Debt ($ million) Of Total $ 524.3 31.3% 60.0 3.6% 31.0 1.9% 215.2 12.9% $ 830.6 49.6% $ 313.8 82.1 50.1 264.1 29.2 8.1 68.5 2.4 24.5 842.9 1,673.4 18.8% 4.9% 3.0% 15.8% 1.7% 0.5% 4.1% 0.1% 1.5% 50.4% 100.0% $ $ $ $ Source: Berger and Udell (1998), Table 1. See source for notes and definitions. Based on the 1993 National Survey of Small Business Finance 34
Slide 35: Table 12: Laws, Regulation, and Taxation concerning Venture Capital in Asia Economy Regulations and regulatory body Reports that China is currently working on regulations to allow foreign investors to buy small and medium sized enterprises (US Dept of Commerce reports). Ministry of Foreign Trade and Economic Cooperation (Kenney). No special regulation related to VC (Kenney) Tax treatment, if any Limitations on organizational form and ownership Investing in Chinese portfolio is through a Chinese-foreign Equity Joint Venture or direct investment in Chinese limited liability corporation (Kenney) Non-tax subsidies and incentives Special programs China Hong Kong, China State Development Planning Commission (SDPC) proposed a $150 million joint venture fund with foreigner VC firms to reestablish VC industry in China and to consolidate a fragmented local VC industry. (AVCJ 2002) Government-funded Applied Research Fund formed in 1983 to provide grants and loans to small and mediumsized high-tech firms. The fund is currently administered by 4 private fund managers. (Kenney) No information at this time Indonesia No information at this time No information at this time No information at this time 35
Slide 36: Table 12: Laws, Regulation, and Taxation concerning Venture Capital in Asia (continued) Economy Regulations and regulatory body a) Investment Operations Responsibility Association Law (1988) limiting investor liability. (Kenney) b) Law on Temporary Measures to Facilitate Specific New Business (1989) to extend financial and informational support and loan guarantees to VC firms. (Kenney) c) Fair Trade Commission (1994) allowing VC to serve on the board of directors of their portfolio firms. (Kenney) d) Limited Partnership Act for VC Investment (1998) limiting the liability of investors to their original amount of investment. (Kenney) Ministry of Economy, Trade and Industry (METI) Tax treatment, if any Limitations on organizational form and ownership a) Until recently, Japanese VC funds are generally not partnerships, but use the assets provided by their corporate parent firms. Passage of 1988 law has led to increased of VC partnership funds. (Kenney) b) Anti-Monopoly Law prohibiting any single investor from owing more than 49% of total equity and when shareholding is greater than 25%, the shareholder is not allowed to be dominant (Kenney) c) Commercial Code revised to allow firms to issue stock options. VC firms that qualified for specific METI programs could have option pools up to 30% of their outstanding shares (compared to 10% for other firms). (Kenney) Non-tax subsidies and incentives Special programs Japan “Angel Tax” (1997) aimed at stimulating angel investment, allowing investors to deduct their capital losses from capital gains on other investments. (Kenney) 36
Slide 37: Table 12: Laws, Regulation, and Taxation concerning Venture Capital in Asia (continued) Economies Regulations and regulatory body a) Small and Medium Size Enterprise Start-up Support Act (SMESS Act) (1986) to support the establishment and growth of small enterprises. SMESS Act was later amended to allow the chaebols into the VC industry. To qualify as VC firm under SMESS Act, firms are required to have initial capital investment of $13 million. The VC firms covered under SMESS Act are meant to focus primarily on equity investment in start-up and early stage enterprises that are less than seven years old. (Kenney) b) New Technology Financial Support Act (NTEFC Act) (1986) bringing VC firms into institutional financial community. VC firms covered under NTEFC Act are permitted to invest their funds more freely. (Kenney) c) Special Law to Promote the Venture Business (SLPVB) to promote innovative small firms. (Kenney) d) In 1997, government permitted pension funds to invest up to 10% of operating funds in VC Tax treatment, if any Limitations on organizational form and ownership Regulations limiting VC investment to less than 50% of total equity. Ability of VC firms to conduct management monitoring is limited. (Kenney) Since 1998, VC new limited partnerships have increased rapidly. Non-tax subsidies and incentives Special programs Korea The government has invested significant sums of capital including matching funds) into the VC industry (Kenney): a) Kookmin Venture Fund (1998) - $26 million b) Korea Venture Fund (1999) - $87 million c) Dasan Ventures (2000) - $45 million In August 2001, the government announced a $300 million fund to resuscitate the VC market (Kenney). 37
Slide 38: partnership. (Kenney) e) In May 1998, restriction on foreign investment in Korean partnership is lifted. (Kenney). Ministry of Trade and Industry (MTI) administers the SMESS Act. Ministry of Finance (MOF) administers the NTEFS Act. Malaysia Tax incentives (Securities Commission): a) VC companies are given full tax exemption for up to 10 years, provided that 70% of the funds are invested in start-up, seed capital and early stage financing. b) Losses from the disposal of shares during any year of assessment within the exempt period can be carried forward to the post-exempt period. Special funds for the VC industry (Security Commission): a) RM200 million fund was launched to finance high-technology projects. b) RM120 million MSC Venture One fund was launched to provide VC financing to IT and multimedia companies. Other promotion policies: a) Multimedia Super Corridor initiative. b) Technology Park Malaysia and incubation centers. 38
Slide 39: Table 12: Laws, Regulation, and Taxation concerning Venture Capital in Asia (continued) Economies Regulations and regulatory body Since March 2000, the Monetary Authority of Singapore has allowed banks to acquire share of company engaged in private equity/venture capital investment (Dept of Commerce). Tax treatment, if any Limitations on organizational form and ownership In 1999, the government announced changes in bankruptcy laws, employee stock option plans and tax system to encourage VC investing. (Kenney) Non-tax subsidies and incentives Special programs Singapore Since 1985, Economic Development Board (EDB) tailored specific incentives to accelerate the formation of more VC funds and fund management companies. (Urbas): a) “Pioneer” incentives of tax relief of up to 10 years allowed for management fees and performance bonuses received from approved VC funds. b) Losses from sale of shares, up to 100% of equity invested, can be set off against the investor’s other taxable income. a) In 1999, a $1 bln Technopreneurship Program was established to encourage high-technology enterprises. There are three sub funds (Kenney): i) a broad based $500 million to attract VC firms to Singapore using investment. ii) a strategic fund investing in VC firms around the world to establish relationships and seek knowledge transfer. iii) Early Stage fund to invest in Singaporean seed stage firms and to develop VC funds willing to invest in the early stages. b) In 2001, Startup Enterprise Development Scheme (SEEDS) established, a US$50 million program that takes dollar-for-dollar equity stakes in promising startups backed by third-party private sector investors.(Urbas) 39
Slide 40: Table 12: Laws, Regulation, and Taxation concerning Venture Capital in Asia (continued) Economies Regulations and regulatory body 1) Clause restricting VC funds from investing in publicly traded securities. (Thomson) 2) Prospective VC fund is required to achieve a minimum commitment of NT$200 million for registration. (Thomson) 3) Regulations governing maximum investment (Kenney): a) banks cannot invest more than 5% of total capital in a single fund; b) insurance firms’ investments are limited to not more than 25% of any fund’s total capitalization. c) pension funs are prohibited from investing in VC funds. Ministry of Finance. Thailand Exemption from corporate income tax, dividend tax and capital gain tax. (Ministry of Finance) TB1 billion Fund for Venture Capital Investment in SMEs established by the government. (Ministry of Finance) Tax treatment, if any Limitations on organizational form and ownership Organizational structure of VC funds is termed “paper corporations” whose investments are managed by VC firms whose operations have some semblance to those of a consulting firm. There is no concrete liquidation date (evergreen). It pays a management fee and a carried interest to the VC firm in return of its services in finding deals and managing the investments. There is a board of directors and mandatory board meetings. (Kenney) Also, the VC management firm is privately held company (Kenney). Non-tax subsidies and incentives Special programs Chinese Taipei 1) Regulation governing venture capital investment enterprises (1983) (Kenney): a) up to 20% tax deduction for domestic investors, provided they maintained their VC investment for at least 2 years; b) statute revised in 1991 to allow corporate investors same 20% tax deduction. Tax incentives discontinued in 1999, and VC funds are now governed by The Scope and Guidelines for Venture Capital Investment Enterprises. US$1.6 billion in government funds have been allocated for R&D in biotechnology over the next 3-5 years. (US Dept of Commerce reports) Sources: The main source is from Kenney unless otherwise noted. 40
Slide 41: 1) Hardymon, G Felda, Lerner, John & Leamon, Andrea (2002). Chengwei Ventures and hdt Investment. Harvard Business School. 2) Kenney, Martin, Han Kyonghee and Tanaka, Shoko. 2002. Scattering Geese: The Venture Capital Industries of East Asia, A Report to the World Bank. 3) Ministry of Finance, Thailand’s website (www.mog.go.th) 4) Securities Commission (Malaysia). Capital Market Masterplan (2001) and website (www.sc.com.my). 5)Thomson Financial/Venture Economics. 2001 Taiwan Venture Capital Yearbook: An Analysis of Venture Capital in Taiwan. 6) US Department of Commerce Reports 41
Slide 42: Chart 1: Second Board Market Indices since January, 1998 Second Board Markets 400.0 350.0 300.0 Index (Jan. 1997 = 100) 250.0 200.0 150.0 100.0 50.0 0.0 Jan1997 Jan1998 Jan1999 Jan2000 Date Jan2001 Jan2002 Kosdaq Sesdaq Nasdaq MalysiaSBM Chart 2: Second Board Market Indices SBM Indices since Jan. 2000 160.0 Index (Jan. 2000 = 100) 140.0 120.0 100.0 80.0 60.0 40.0 20.0 0.0 Jan2000 GEMS Kosdaq Jan2001 Time Sesdaq Nasdaq MalaysiaSBM Jan2002 42
Slide 43: Chart 3: Second Board Market IPOs Annual Total IPOs 450 400 350 300 Number of IPOs 250 200 150 100 50 0 1998 1999 2000 Year 2001 2002 (to Oct.) Hong Kong Kosdaq Sesdaq Nasdaq MalaysianSBM Hong Kong GEMS data from November, 1999, only 43

   
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