Bookbuidling, Auctions, and the Future of the IPO Process

Auction theorists predict that bookbuilding, long the standard process for selling equity IPOs in the U.S., is about to give way to an Internet‐based IPO auction process that is both more efficient and more fair. The promise of auctions is that, by using an electronic platform that gives all investors the opportunity to bid on IPOs, the underpricing of IPOs and commissions to underwriters will be reduced, leading to an increase in net proceeds to issuers. Largely missing from such arguments, however, is an appreciation of why bookbuilding has dominated U.S. practice (and continues to supplant auctions in IPOs in most countries outside the U.S) and the role of undepricing in the IPO process. Rather than canvassing all investors, bookbuilding involves eliciting expressions of interest from institutional investors, and then allocating shares mainly according to the strength of their professed interest. In contrast to auctions, which allocate shares according to a set of explicit rules, bookbuilding involves a set of implicit “rules” that provide considerable room for judgment by the underwriter. This does not mean that the rules are arbitrary or not well understood by participants, particularly after thousands of IPOs conducted over the better part of two centuries. But to manage the exchange of information between issuers and investors, and the potential conflicts of interest in representing both groups, such rules must be administered by an intermediary with a considerable stake in protecting its reputation for fair dealing. Investment banks that deal with both issuers and the investment community on a regular basis are well positioned to perform this function. The underpricing of IPOs is best viewed not as a transfer of wealth from issuers to favored investors but rather as compensation to the large influential investors that play a major role in the price discovery process. By opening the process to all comers, auctions will discourage these large investors from bidding aggressively because less sophisticated investors will be able to “free ride” on their research and due diligence. To the extent this happens, auctions may suc ceed in reducing underpricing (in fact, they may even lead to over pricing), but they will also reduce the net proceeds for issuers. Nevertheless, recent advances in communications technology and auction theory will undoubtedly reshape current securities underwriting practices. In particular, Internet auctions are likely to replace bookbuilding in debt IPOs and less risky equity issues (say, IPOs of LBOs). But the argument that Bookbuilding will be completely cast aside in favor of largely untested alternatives fails to appreciate a successful institutional response to major market imperfections, some of which can never be wholly eliminated. Especially in the case of risky (first‐time) equity IPOs, there will continue to be an important role for managing the information exchange between issuers and investors that is critical to the IPO process.     

Auctions vs. Bookbuilding and the Control of Underpricing in Hot IPO Markets

Market returns before the offer price is set affect the amountand variability of initial public offering (IPO) underpricing.Thus an important question is "What IPO procedure is best adaptedfor controlling underpricing in "hot" versus "cold" market conditions?"The French stock market offers a unique arena for empiricalresearch on this topic, since three substantially differentissuing mechanisms (auctions, bookbuilding, and fixed price)are used there. Using 1992–1998 data, we find that theauction mechanism is associated with less underpricing and lowervariance of underpricing. We show that the auction procedure'sability to incorporate more information from recent market conditionsinto the IPO price is an important reason.     

Bids and Allocations in European IPO Bookbuilding

This paper uses evidence from a data set of 27 European IPOs to analyze how investors bid and the factors that influence their allocations. We also make use of a unique ranking of investor quality, associated with the likelihood of flipping the IPO. We find that investors perceived to be long‐term holders of the stock are consistently favored in allocation and in out‐turn profits. In contrast to Cornelli and Goldreich (2001) , we find little evidence that more informative bids receive larger allocations or higher profits. Our results cast doubt upon the extent of information production during the bookbuilding period.     

Another New Look at the Monday Effect

We link up the findings of Abraham and Ikenberry (1994) and Wang, Li and Erickson (1997) by showing that negative Monday returns concentrate on days 18 to 26 of a month and they can be completely explained in the statistical sense by the negative returns on the previous Friday. More importantly, we observe a 'week–four effect'. Not only the returns on Mondays but also returns on other days are lower during the fourth week of a month. We suggest that liquidity selling by individual investors may be the reason.     

Another Look at the East Asian Miracle

This article examines the main ingredients of the East Asiansuccess story in each subphase of its post-war transition growthprocess. It focuses mainly on Taiwan (China), with comparativeside glances at the Republic of Korea. The initial conditionsfacing the region were favorable, especially in Taiwan (China).The early import substitution subphase was unusually mild andcontributed to the emergence of strong linkages between agriculturaland nonagricultural activities. Subsequently, flexible labormarkets, human capital policies, and major macro and structuralpolicy reforms culminated in an increasingly export-orientedindustrialization effort. Once labor surpluses were ultimatelyexhausted, government policies accommodated Taiwan (China)'sentry into the technological era of the 1970s and 1980s. Duringthe past four decades of a signally successful transition growtheffort, public policies in East Asia have consistently accommodatedthe changing needs of the economy, rather than guide its pathdirectly.     

Another Look at the Cross-section of Expected Stock Returns

Our examination of the cross-section of expected returns reveals economically and statistically significant compensation (about 6 to 9 percent per annum) for beta risk when betas are estimated from time-series regressions of annual portfolio returns on the annual return on the equally weighted market index. The relation between book-to-market equity and returns is weaker and less consistent than that in Fama and French (1992). We conjecture that past book-to-market results using COMPUS-TAT data are affected by a selection bias and provide indirect evidence.     

Reforming the Bookbuilding Process for IPOs

The controversy over IPOs has raised questions about whether retail investors are being unfairly denied access to shares in IPOs and whether the new Internet auction methods might provide a fairer and more efficient way to allocate shares. This article argues that much of the popular concern may be misdirected. By and large, bookbuilding is well designed to accomplish price discovery in a cost-effective way. And standard auctions, which have been all but abandoned in a number of countries, have generally proved disappointing for equity IPOs (although they have been successful for bond offerings). The authors propose a "hybrid" form of securities issuance that would retain the advantages of bookbuilding while incorporating a public offer "tranche" for retail investors and other measures designed to increase transparency.     

The Capital Structure Puzzle: Another Look at the Evidence

Since the formulation of the Miller and Modigliani propositions over 60 years ago, financial economists have been debating whether there is such a thing as an optimal capital structure—a proportion of debt to equity that can be expected to maximize long‐run shareholder value. Some finance scholars have followed M&M in arguing that both capital structure and dividend policy are irrelevant in the sense of having no significant, predictable effects on corporate market values. Another school of thought holds that corporate financing choices reflect an attempt by corporate managers to balance the tax shields and disciplinary benefits of more debt against the costs of financial distress. Still another theory says that companies do not have capital structure targets, but instead follow a financial pecking order in which retained earnings are generally preferred to outside financing, and debt is preferred to equity when outside funding is required. In reviewing the evidence that has accumulated since M&M, the authors argue that taxes, bankruptcy and other contracting costs, and information costs all appear to play important roles in corporate financing decisions. While much, if not most, of the evidence is consistent with the idea that companies set target leverage ratios, there is also considerable support for the pecking order theory's contention that managements are willing to deviate widely from their targets for long periods of time. According to the authors, the key to reconciling the different theories—and thus to solving the capital structure puzzle—lies in achieving a better understanding of the relation between corporate financing stocks (that is, total amounts of debt and equity) and flows (which security to issue at a particular time). Even when companies have leverage targets, it can make sense to deviate from those targets depending on the costs associated with moving back toward the target. And as the authors argue in closing, a complete theory of capital structure must take account of these adjustment costs and how they affect expected deviations from the targets.     

累计订单询价机制下主承销商的股票分配动机分析

在美式累计订单询价发售机制中,如何分配新发行的股票是一个关键问题.从国外新股发行的具体实践来看,主承销商在分配股票时主要基于以下几个方面的考虑:通过分配股票收集有关新股定价方面的信息;将股票分配给能够长期持有的投资者以稳定新股价格;将行情好与不好时的IPO股票搭配分配以更好地分销股票;从自身牟利角度分配IPO股票等.本文对我国的新股发行提出了相应的改进建议.     

Auctions versus bookbuilding: The effects of IPO regulation in Japan

We analyze a regulatory change in the Japanese IPO market that created an abrupt shift from hybrid price-discriminatory auctions to bookbuilding. We find that bookbuilding leads to higher underpricing than hybrid price-discriminatory auctions. Furthermore, we find evidence that price accuracy tends to be higher for auctions than for bookbuilding. The results hold under a variety of OLS specifications and with regression discontinuity designs exploiting the abrupt change of the regulation.     

Mean Reversion and Momentum: Another Look at the Price-Volume Correlation in the Real Estate Market

Based on behavioral finance and economics literature, we construct a theoretical framework in which consumers of newly constructed housing units perceive prices to follow a stochastic mean reversion pattern. Given this belief and the high carrying cost maintained by real estate developers, potential buyers opt to either exercise immediately or defer the purchase. We simulate the model within a real option framework by which we show that the optimal time to wait before exercising a purchase is positively related to the price level; hence, a negative (positive) correlation between transaction volume and price level (yield) emerges. Observing data on housing prices and new construction sales in Israel for the years 1998–2007, we apply an adaptive expectation regression model to test consumers’ belief in both mean reversion and momentum price patterns. The empirical evidence shows that while consumers’ demand pattern is simultaneously consistent with the belief in both momentum and mean reversion processes, the effect of the latter generally dominates. Moreover, while the data does not allow for testing the volume and price-level correlation, it does provide support to the positive volume-price yield correlation.     

Inflation Targeting Does Not Matter: Another Look at OECD Sacrifice Ratios

Recently in this journal, Gonçalves and Carvalho (2009) concluded that inflation targeters were able to bring inflation down at less cost than nontargeters (p. 242). This comment shows that their conclusion is not robust but instead is the result of comparing a particular subset of inflation targeting (IT) disinflations with nonsimultaneous disinflations that occurred under very different macroeconomic conditions. In their sample, simple extensions such as justifiably varying the treatment group of IT disinflations, to control for common time‐varying effects or to control for the Maastricht Treaty effects, suggest that IT does not matter.     

民营企业发审委社会关系、IPO资格与上市后表现

中国IPO监管的"核准制"使得证监会发行与审核委员会拥有企业上市的决定权,在发审委委员名单公开的"准自然实验"契机下,本文立足于民营企业与发审委委员的社会关系来研究中介机构发审委社会关系与上市资格、IPO抑价程度以及上市后表现的关系。实证结果发现:中介机构发审委社会关系显著提高了民营企业的上市成功率,但主要由会计师事务所关系的作用带来,对于公司聘任过去在发审委任职而产生的社会关系检验则发现这种社会关系具有时效性;进一步研究发现,拥有会计师事务所发审委社会关系的民营企业在IPO短期抑价幅度及发行当年的业绩与成长性都要高于没有关系的企业,但是在未来两年拥有会计师事务所发审委社会关系的公司的业绩和成长性反而更低,说明具有发审委背景的中介机构对企业进行了暂时的"包装"帮助企业上市且成功欺骗了投资者,发审委社会关系是寻租行为的体现而非信号显示。结论无论是对于中国制度背景下独特的"关系"研究还是对于当下IPO由核准制过渡到注册制的改革实践都具有重要的启示。     

Bookbuilding,the option to withdraw,and the timing of IPOs

The ability to withdraw IPOs when demand is weak increases expected proceeds and provides issuers with option value. To enhance this value, the SEC adopted in 2001 the ‘public-to-private’ safe harbor Rule 155 and simplified Rule 477 for withdrawing offerings. The option value can exceed the underpricing associated with soliciting investor demand. Hence, issuers might prefer bookbuilding despite the associated underpricing even if they could sell via fixed price at full expected value. The option value increases faster than underpricing with ex ante uncertainty, generating predictions regarding the use of bookbuilding and the timing of IPOs, and leading to a distinct theory of hot IPO markets.     

中国宏观经济形势展望

2009年年初以来,我国应对国际金融危机的各项政策开始发挥作用,信贷、货币投放、财政预算支出快速增长,固定资产投资和城乡消费品市场保持较快增长,工业生产速度趋于稳定,宏观经济快速下滑的势头有所遏制,经济出现了转暖迹象.     

Voluntary Compliance With AAS 25: Another Look At the 'Reporting Paradox'

Contrary to the findings of earlier research, this paper reports a low and declining level of voluntary compliance with important reporting provisions of AAS 25. Implications for AAS 25 of new "competing" government-backed financial reporting regulations are also investigated. Examination of both "formal" annual accounts and "informal" member reports of various types of superannuation funds issued during 1991-93 shows that many funds did not distribute AAS 25 reports to their members and, in fact, received very few requests for this information.     

Regulatory Misconceptions in Pricing Thrift Conversions: A Closer Look at the Appraisal Process

This paper offers a critical evaluation of the appraisal equations used to estimate the value of a thrift, converting from a mutual to stock charter. The paper shows that these regulatory appraisal equations are fundamentally flawed and cause appraisers to use fictitious numbers in their analyses. The consequence of this is quite serious, because the appraisal industry used these flawed equations and appraised the value of 1600 converting thrift institutions to be $16 billion for conversions completed during the 1975–1994 period. The paper calls for a close congressional and regulatory scrutiny of the appraisal process in thrift conversions.     

Evidence on What CFOs Think About the IPO Process: Practice,Theory, and Managerial Implications

Many privately held companies aspire to go public through an initial public offering. But the IPO process is time‐consuming, expensive, and fraught with uncertainty. With the aim of shedding light on the process and reducing at least some of the uncertainty, the authors asked several hundred CFOs to share their experiences and perceptions with regard to six specific aspects of the IPO process: (1) motives for going public; (2) the timing of IPOs; (3) criteria for choosing an underwriter; (4) cause of IPO underpricing; (5) IPO signaling; and (6) reasons to stay private. The main findings from the survey are summarized below:

• ? The primary motive for going public is to create a currency‐publicly traded shares‐that can be used to fund acquisitions.
• ? CFOs strongly base the timing of their IPOs on overall stock market conditions, while paying relatively little attention to IPO market conditions.
• ? CFOs choose underwriters based on their overall reputation and industry expertise. Somewhat surprisingly, issuers did not express much concern about the underwriter fee structure.
• ? CFOs view underpricing mainly as a means of compensating investors for taking on the risk of IPOs in the after‐market.
• ? The two strongest perceived positive signals for issuer quality are a history of strong earnings and the use of a reputable investment bank. The strongest negative signal is the sale of insider shares in the IPO.
• ? The primary reason for staying private cited by the CFOs of private companies is the desire to maintain decision‐making control.