CAJ | 학술논문

风险投资者作为新兴的财务投资者，逐渐成为推动民营企业治理转型的重要力量。然而，近年来创始人与风险投资者之间冲突不断，雷士照明控制权争夺风波是其中的一个典型案例。本文从企业契约关系演进的动态视角剖析了公司历经的治理变革，并围绕创始人的成功悖论以及风险投资的治理角色展开讨论。分析发现，现阶段我国民营企业在股权结构逐步明晰、正式商业契约逐步确立的过程中，仍存在着大量的个性化的隐形契约。因此，民营企业公司治理机制应建立在这些正式与非正式契约系统的交互作用之上。从实践角度看，外资风险投资要学会理解与运用中国式契约，尊重企业家；而创始人则要跳出成功悖论，完成从草根英雄向现代企业家的转变。
풍험투자자작위신흥적재무투자자，축점성위추동민영기업치리전형적중요역량。연이，근년래창시인여풍험투자자지간충돌불단，뢰사조명공제권쟁탈풍파시기중적일개전형안례。본문종기업계약관계연진적동태시각부석료공사력경적치리변혁，병위요창시인적성공패론이급풍험투자적치리각색전개토론。분석발현，현계단아국민영기업재고권결구축보명석、정식상업계약축보학립적과정중，잉존재착대량적개성화적은형계약。인차，민영기업공사치리궤제응건립재저사정식여비정식계약계통적교호작용지상。종실천각도간，외자풍험투자요학회리해여운용중국식계약，존중기업가；이창시인칙요도출성공패론，완성종초근영웅향현대기업가적전변。
Venture capital can not only provide crucial external financing to focal firms, but also play a key role in reshaping the corporate governance mechanisms in firms they choose to invest. While frequent conflicts be tween firm founders and venture capitalists have already been documented in the U. S. , little is known the nature of these conflicts in China. In particular, little attention has been paid to understand how Chinese private businesses interact with venture capital to develop their corporate governance systems. This paper undertakes an indepth case study of NVC Lighting Co. Ltd. to understand the role of venture cap ital in the evolution of its corporate governance system in the last fifteen years. Founded in 1998, NVC enjoyed rap id growth and became a lead lighting products supplier in China. In its early stage, the firm introduced venture capital to fund its product development and market expansion. However, conflicts arise between the founder and venture capitalist as the latter requires voice on firm decision and sharing of control. The founderWu Changjiang, believed that the firm is his own ＂child＂ and thus should be managed under his absolute control, whereas the ven ture capitalSAIF Fundchallenged his control by strengthening the board and governance standards. Since NVC was successfully listed on Hong Kong Stock Exchange in 2010, it has been facing more external scrutiny. Instead of exit, SAIF Fund chose to stay and asked for stronger compliance with professional governance standards. However, the founder continued to make firm decisions arbitrarily and ignored the board, which heightened the tensions and finally led to a dramatic control contest in 2012. Applying the contractual theory of the firm to the unique institutional environments in transition China, we ex plore how firms should manage the delicate tension between exploiting business opportunities and building up sound corporate governance reform. A firm is a nexus of contracts involving a wide range of stakeholders and corporate gov ernance is a complex system to shape the post allocation of quasirents generated by those contracts. Due to weak le gal system and investor protection in China, informal contracts are prevalent in Chinese private firms （refer to non SOE）, even at their more mature stage （eg. after they go public）. This novel feature has challenged many foreign VCs who interplay with Chinese entrepreneurs. Another feature we capture is that Chinese private firms are experien cing fundamental change of their contracts constitution as they introduce outside shareholders or go public, which also challenges Chinese entrepreneurs who hardly adapt to the change and fall into the so called ＂Paradox of Success＂. Through a detailed study of the postlPO contest between the founderWu Changjiangand the venture capital SAIF Fundfor the control of the listed companyNVC Lighting, the paper finds that the firm is in the transitional period from ＂Rapid Growth＂ to ＂Buildup of Sound Governance Norms＂ and interactions between founder and ven ture capital actually accelerate the process. However, in the case of control contest, the corporate governance im provement pays a huge price. To save such costs, venture capitalists should improve the communication with Chi nese entrepreneurs, avoid excessive intervention and pay attention to the important stakeholders such employees and suppliers. These findings suggest that while explicit and formal contracts have been gradually established during the cor porate governance processes, numerous implicit and relationshipbased contracts die hard among shareholders, em ployees, and stakeholders, which still shape many aspects of corporate governance mechanisms in Chinese private businesses. Therefore, the reform of extant governance system needs to be based on a deep understanding of the complex interactions between these explicit and implicit contracts. Specifically, venture capitalists need to under stand and exploit relationshipbased contracts and respect the unique contributions of firm founders, so that govern ance reform can be accomplished at low cost. Firm founders, on the other hand, should find ways to go out of the paradox of success by enforcing governance reform with the help of venture capitalists.