Venture Capital, Start-ups, and Corporate Governance

Several articles written by Prof. Yifat Aran are about Venture Capital, Start-ups, and Corporate Governance. 

Her academic articles about the subject are:

  • Yifat Aran & Nitzan Geslevich Packin, Due Diligence Dilemma (U. Ill. L. Rev. 101, 2025)

This article analyzes VC due diligence practices following the FTX collapse and a surge in startup fraud. It identifies the “due diligence dilemma”, the conflict between fast investment and the expectation that VC firms act as gatekeepers through independent checks. Market pressures drive VC firms to rely on the reputations of other investors instead of thorough verification, resulting in “proxy due diligence”. While practical for firms, this can harm stakeholders, prompting questions about whether legal frameworks need strengthening to better address these broader social risks.

  • Elizabeth Pollman & Yifat Aran, Ousted (25 Theoretical Inquiries L. 231, 2024)

Founder CEOs often wield significant power in startups through board control, managerial authority, and dual-class stock with superior voting rights. However, many founder CEOs are still pushed out despite these advantages, highlighting that control is not absolute. Factors such as company performance, legal concerns, or internal pressure can force even well-entrenched leaders to resign. This analysis reveals how multiple countervailing forces, not just formal voting rights, routinely limit founder dominance and shape both governance outcomes and investor expectations around startup leadership.

  • Yifat Aran, The Start-up Law of the Start-up Nation (52 Heb. U. L. Rev. 115, 2025)

Israel, celebrated as the “start-up nation,” raises billions each year in venture capital, fueling a vibrant high-tech sector. Yet, academic focus remains largely on public companies, overlooking the unique governance structures and challenges facing start-ups. This article bridges that gap by detailing the organizational features of venture-backed start-ups and analyzing Israeli court cases on shareholder disputes. It advocates for a nuanced approach, blending corporate governance theories and urging reforms to adapt legal frameworks to Israel’s dynamic start-up ecosystem.

  • Yifat Aran, Making Disclosure Work for Start-Up Employees (Colum. Bus. L. Rev. 867, 2019)

Equity-based compensation in start-ups is gaining scrutiny as scholars raise concerns over employees’ understanding of their equity grants and the potential impact on decision-making. This article develops a framework balancing employer confidentiality and the need for employee access to valuation details. It critiques current regulations, such as Rule 701, and proposes reform, like earlier, more informative disclosure, so employees can realistically assess the value of their labor and investment, thus protecting their interests in the rapidly evolving startup environment.

  • Yifat Aran, Beyond Covenants Not to Compete: Equilibrium in High-Tech Startup Labor Markets, (70 Stan. L. Rev. 1235, 2018)

This article argues that the link between noncompete enforceability and Silicon Valley’s success is incomplete without considering equity compensation and liquidity. It explains that while lax noncompetes allow mobility for less successful employees, valuable staff at high-growth startups remain effectively locked in until a liquidity event, like an IPO. The article suggests that delayed liquidity, facilitated by market regulation, may overly restrict talent movement, ultimately impacting innovation in the region’s start-up ecosystem.

  • Yifat Aran & Raviv Murciano-Goroff, Equity Illusions (41(1) The Journal of Law, Economics, and Organization, 2025)

This article investigates how startup employees understand and evaluate equity compensation, a common yet misunderstood benefit in startup culture. Using a mix of surveys and machine learning, the authors find employees often misinterpret signals and are swayed by irrelevant information, resulting in “market illusions”. These inefficiencies are exploited by sophisticated employers and raise concerns about safeguarding employee investors, especially as venture capitalists interact with less informed startup workers in complex labor markets.

  • Yifat Aran, The RSU Time Bomb: Regulating Startup Equity Compensation in the Unicorn Era, in Research Handbook on the Structure of Private Equity and Venture Capital (Brian J. Broughman & Elisabeth de Fontenay eds., Edward Elgar Publishing, 2024)

This chapter examines the landscape of startup equity compensation, especially Restricted Stock Units (RSUs), in Silicon Valley unicorns. Focusing on double-trigger RSU risks, it explains how delayed IPOs put employee equity at risk of expiring unused. The chapter highlights how deregulation and shifts in capital markets have moved risks from startups to their workers, and it advocates legal reforms such as trusts and tax changes, using the Israeli regulatory approach as a model to better protect employee interests.

  • Yifat Aran & Moran Ofir, The Effect of Specialised Courts over Time, in Time, Law and Change: An Interdisciplinary Study (Sanne Taekema, Sofia Ranchordás & Yaniv Roznai eds., Hart Publishing, 2020)

This chapter investigates the impact of establishing a specialized economic court in Israel. Comparing litigation rates, forum choices, and court performance before and after the reform. Using data from Tel Aviv’s Economic Division, the chapter finds that specialization accelerates the development of coherent law, aided by quicker judgments and judicial collaboration. While lawsuit numbers didn’t rise, forum selection shifted markedly. The study concludes that court specialization can greatly improve investor protection in emerging markets, as seen in Israel.

  • Yifat Aran, Brian J. Broughman & Elizabeth Pollman, CEO Turnover in Dual-Class Firms U. Pa. Inst. for L. & Econ. Rsch. Paper No. 24-38, 2024)

This article explores the rise of dual-class IPO structures in the tech sector, where founders retain control through superior voting rights. Analyzing U.S. VC-backed firms from 2002 to 2020, it finds dual-class CEOs stay longer post-IPO, but mostly due to M&A rates, not governance entrenchment. Poor firm performance often precedes CEO changes, and most turnovers happen before sunset clauses. These insights challenge the view that dual-class structures unduly shield underperforming leaders from accountability.