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The initial research for this Article was conducted while I was an Olin Fellow in Law and Economics at Columbia Law School. I would like to thank Bernie Black, John Donohue, Merritt Fox, Ron Gilson, Victor Goldberg, Jeff Gordon, Zohar Goshen, Michael Guttentag, Todd Henderson, Michael Jensen, Steven Kaplan, Michael Klausner, Ed Rock, Jeff Strnad, Susan Woodward, the editors of The University of Chicago Law Review, and participants in The Going-private Phenomenon: Causes and Implications, the annual meeting of the American Law and Economics Association, and the Columbia Law School Blue Sky Lunch for comments. I especially thank the venture capitalists, venture capital lawyers, and representatives of institutional investors who were willing to answer my questions and in some cases provide the limited partnership agreements that are the focus of this Article. Those who have given me permission to name them include: Steven Anderson at Kleiner Perkins Caufield & Byers; Alan Austin at Silver Lake Partners; Micah Avni of Jerusalem Global Ventures; Jonathan Axelrad at Wilson Sonsini Goodrich & Rosati; Thomas Beaudoin at Testa, Hurwitz & Thibeault; Bill Campbell at Ater Wynne; Craig Dauchy at Cooley Godward Kronish; Ken DeAngelis at Austin Ventures; Alex Gould at Stanford Law School; Ryan Lester, formerly at O’Melveny & Myers; Andrei Manoliu; J.B. Pritzker; John Quigley at Nassau Capital; and Mark Tanoury at Cooley Godward Kronish. I owe special thanks to Susan Woodward at Sand Hill Econometrics for sharing data on VC performance with me.

Thanks to Robert Bartlett, Lucian Bebchuk, Richard Epstein, Larry Ribstein, Amanda Rose, and other participants in the Symposium, The Going-private Phenomenon: Causes and Implications at The University of Chicago Law School. Ching-Tang Chen, Joey Hipolito, Alex Jadin, Amad Judeh, Thomas King, I-Jung Lee, and Tal Niv provided extremely valuable research assistance. I am also thankful to Larry Goldstein of Santa Monica Partners for helpful conversations on the challenges faced by investors in firms that have gone dark. Financial support from the Boalt Hall Fund is gratefully acknowledged.

The authors thank participants at the Symposium, The Going-private Phenomenon: The Causes and Implications at The University of Chicago Law School for their helpful comments on an earlier draft.

I want to thank my colleagues Charles Wu, Nina Flax, and Daniel Horwood for their assistance on this Article and Jessica Waller, one of my students, whose paper was a helpful resource. I also want to thank Robert Helman and Frederick Thomas for their comments.

Thanks to the George J. Phocas Fund for research support.

I thank Dan Brodansky, Brian Broughman, Tom Eaton, Jesse Fried, Kent Greenfield, Paul Heald, Todd Henderson, Christine Hurt, Bob Lawless, Jim Linck, Harold Mulherin, Jeff Netter, Chuck O’Kelley, Peter Oh, Victoria Plaut, Annette Poulsen, Jaxk Reeves, Larry Ribstein, Usha Rodrigues, Jim Rogers, Maggie Sachs, Jason Solomon, Eric Talley, and Jide Wintoki. This Article also benefited from comments received from participants in the Symposium The Going-private Phenomenon: Causes and Implications at The University of Chicago Law School; participants at the 2008 Annual Meeting of the American Law and Economics Association and workshop participants at the University of Georgia Department of Banking and Finance, the UC Berkeley School of Law, the Boston College School of Law, Emory Law School, the University of Illinois College of Law, the University of Pittsburgh School of Law, and the 2008 Law and Entrepreneurship Retreat. Additionally, special thanks go to Marc Auerbach of Standard & Poor’s and Eric Tutterow of Fitch Ratings for providing helpful data and discussion, and to Kevin Erwin (Georgia ’09) for research assistance. All errors are my own.

I am grateful to participants in workshops at the Harvard, University of Virginia, University of Michigan, and University of Chicago Law Schools, and to Mary Anne Case, Barry Cushman, Elizabeth Emens, Richard Fallon, Barry Friedman, Don Herzog, Christine Jolls, Michael Klarman, Jacob Levy, Eric Posner, Richard Primus, Adam Samaha, Kirsten Smolensky, Geoffrey Stone, Cass Sunstein, John Sylla, and Adrian Vermeule for comments on earlier versions of this Article. I also thank Mark Sherman and Karen Courtheoux for excellent research assistance and the Sonnenschein Faculty Fund at The University of Chicago Law School for financial support.

Many thanks to Curtis Bridgeman, Fred Gedicks, Steve Gey, Mike Zimmer, participants at the 2008 Midwest Law and Economics Association annual meeting, and participants in the Second Annual Labor and Employment Law Colloquium for comments.

For insightful discussions and comments, I claim appreciation to Arnaud Ajdler, Ian Ayres, Michael Birnhack, Miriam Bitton, Robert Brauneis, Dan Burk, Kevin Collins, Christopher Cotropia, Kevin Davis, Rochelle Dreyfuss, John Duffy, Brett Frischmann, John Golden, Wendy Gordon, Hugh Hansen, Scott Hemphill, Timothy Holbrook, Bert Huang, Sonia Katyal, Amir Khoury, Roberta Kwall, Jeffrey Lefstin, Mark Lemley, Douglas Lichtman, Clarisa Long, Michael Madison, Peter Menell, Joseph Scott Miller, Mark Patterson, Anthony Reese, Pamela Samuelson, Susan Scafidi, Katherine Strandburg, Polk Wagner, Tim Wu, Shlomit Yaniski-Ravid, Benjamin Zipursky, and participants at the Seventh Annual Intellectual Property Scholars Conference, 2009 Stanford/Yale Junior Faculty Forum, and in workshops at Bar-Ilan, Brooklyn, Columbia, Fordham, and George Washington law schools.

I appreciate helpful conversations with Daniel Carpenter, Michele Dauber, John Ferejohn, George Fisher, Rich Ford, Lawrence Friedman, David Golove, Jill Hasday, Daniel Ho, Don Hornstein, Lewis Kornhauser, David Luban, Eric Muller, Hari Osofsky, Robert Tsai, and Barry Weingast, as well as feedback from workshop participants at Berkeley, Iowa, Oregon, NYU, North Carolina, Southwestern, and Stanford’s Center for International Security and Cooperation. David Kennedy provided extremely helpful written comments on an earlier version of this Article. I also benefited greatly from the research assistance of Mindy Jeng, Shivan Saran, Britt Grant, Mrinal Menon, Connor Raso, Brad Hansen, and Jennifer Liu, as well as the staff of the Stanford Law School Library. I am also grateful to the staff at the National Archives in College Park, Maryland, the Franklin D. Roosevelt Presidential Library, and the Harry S. Truman Library. All of these people should be secure in the knowledge that they are not responsible for any errors or omissions. This is dedicated to Mateo, Ria, and Lucy.