After discussing general venture capital principles, this Article analyzes how venture capitalists protect themselves against the managerial opportunism that plagues other passive investors. The Article then shows that venture capital, though not the long-sought panacea for minority shareholders, offers valuable lessons for both close and public corporations. Finally, the Article demonstrates that venture capital confirms Jensen’s insight into the strength of private equity financing; thus, venture capital has the potential…

The Article begins with a brief treatment of employment at will and its modern exceptions. The Article then describes the law regarding disclaimers of wrongful discharge liability. Next, the Article critiques that body of law by examining it within the context set by the policy debate over employment at will. Finally, the Article proposes idealized tests for the enforceability of at-will clauses, and suggests how existing contract doctrine might be…