| Abstract | Venture capital is quite different from general equity mergers and acquisitions in that, in addition to its equity transactions and entrance to the board of directors for the object enterprise, venture capitalists will sign a series of contracts with entrepreneurs to provide guidance for the balanced arrangements of managements, cash dividend, phased investment, liquidation and so on. Why venture capitalists need to sign special contract arrangements outside equity mergers and acquisitions? In order to explain the contractual arrangements in venture capital, this paper constructs a theoretical model to conduct theoretical analysis for the controlling power rivalry between the venture capitalist and the entrepreneur, and draws to the conclusion that venture capital contracting is the product of a competitive equilibrium, the amendment of the corporate governance system based on equity, the enhancement to the controlling power of venture capitalist, and the suppression over the reign advantage of the entrepreneurs. |