Dilemas Estruturais no Empreendedorismo por Aquisição: Capital, Governança e Restrições Regulatórias nos Diferentes Modelos de ETA

Abstract

Entrepreneurship Through Acquisition (ETA) has evolved from a niche academic construct into a diverse set of institutionalized pathways to business ownership. While the traditional Search Fund model has received substantial academic attention, the broader ETA landscape now includes structurally distinct approaches such as Independent Sponsor transactions and self-funded acquisitions. Despite their growing relevance, these models are often analyzed in isolation or treated as interchangeable, obscuring the structural trade-offs they impose on acquisition entrepreneurs. This article adopts a comparative, searcher-centric perspective to examine how different ETA models allocate risk, control, incentives, and decision-making authority. Focusing on traditional Search Funds, Independent Sponsors, and self-funded ETA, the study analyzes differences in fundraising timing, capital stack composition, economic terms, governance structures, and regulatory exposure. Particular attention is given to how these structural choices interact with the searcher’s career stage, human capital, and risk tolerance. Drawing on peer-reviewed academic literature, institutional reports, practitioner analyses, and illustrative financial examples, the paper demonstrates that ETA models function as distinct career architectures rather than mere financing alternatives. The analysis also incorporates recent changes in U.S. Small Business Administration (SBA) lending eligibility, highlighting how regulatory shifts materially affect the feasibility and economics of certain ETA pathways, especially for foreign and non-permanent-resident entrepreneurs. The findings suggest that success in ETA depends less on identifying a universally superior model and more on selecting a structure aligned with the searcher’s experience, objectives, and institutional constraints. By integrating governance, economics, and regulatory dynamics into a unified framework, this study contributes to a more nuanced understanding of ETA and offers practical implications for entrepreneurs, investors, and policymakers.