Two Modes of Investment Banking: Technocrats,Relationship Managers,and Conflict

Efficient capital allocation in a market economy depends on the exchange of reliable information between providers of capital and companies that seek to put capital to work. One challenge, however, is that information exchange is at most only partly subject to verification and contractual arrangements. Take the case of securities issuance, including IPOs; whereas issuers of the new securities have incentives to overstate their prospects to attract higher bids, prospective investors have incentives to understate their interest. In principle, the counterparties could enter into an agreement that would prevent or discourage misrepresentations by both sides, but failure to perform would be very costly, if not impossible, for a court to verify. Investment banks have traditionally addressed this problem by creating extralegal markets for information whose functioning depends on the reputations of the banks for upholding the interests of both their corporate clients and the providers of capital. But committing to strike the right balance among all of the parties’ interests means that relational investment bankers inevitably face conflicts of interest. The authors of this article argue that such bankers exist to absorb and to manage conflicts of interest in financial markets—and that they do so by exercising judgment in ways that support their reputation for fair dealing. Modern full‐service investment banks, when addressing such conflicts, combine, or braid, such relational functions with technocratic banking activities involving the use of technical skills with advanced information technology. In so doing, however, technocratic bankers substitute formal contracts for the informal judgment exercised by relational bankers; and as a result, they are less dependent on their banks’ reputations for fair dealing. Moreover, technocratic bankers often have powerful incentives to pursue a personal reputation by executing complex transactions that demonstrate their skill, even at the expense of their clients and the bank's reputation for fair dealing. Well‐governed braided banks can benefit from complementarities between relational and technocratic skills. Nevertheless, full‐service banks continue to struggle with governance problems. The authors discuss several market responses to these struggles, such as the growing use of boutique banks offering “unconflicted” sell‐side advice in mergers and acquisitions and securities offerings. But the authors view such responses as at most a first step toward achieving a new understanding of the extent of the challenge facing today's investment banks in carrying out their economic function of bringing together and balancing the interests of companies and their investors.     

Working for the enemy? The impact of investment banker job changes on deal flow

This paper examines the impact of job changes by prominent investment bankers on the M&A and equity market shares of investment banks. Using a hand-collected sample of job changes between 1998 and 2006, we find that after controlling for deal and bank-level characteristics, hiring a banker from an investment bank with a more prominent industry presence has a positive impact on both equity and M&A market share for the gaining bank and a negative impact on the losing bank's M&A market share. After the banker switches firms, we find a significant amount of business following the banker from the losing bank to the gaining bank, particularly when the relationship is strong between the client firm and the banker. Abnormal returns around the announcement of a banker changing employers are positive and significant for the gaining bank, suggesting that the market views banker additions as value increasing. Overall, our results suggest human capital is a critical component of investment banking deal flow.     

Investment banker reputation and two-stage combination carve-outs and spin-offs

This study examines whether investment banker reputation impacts the initial period returns of two stage combinations (carve-outs followed by spin-offs). All prior literature regarding investment banker reputation is based on single-stage events (IPOs). An analysis is conducted of all completed two-stage carve-outs/spin-offs from 1981 to 2002. Findings indicate that underwriters for two-stage combinations retain their reputation in contrast with the single-stage findings of Carter et al. [Carter, R.B., Dark, F.H., Piwowar, M.S., 2002. IPOs and underwriter reputation: Redeeming the value of reputation. Working Paper, Iowa State University] that investment bankers redeemed (cashed-in) their reputation. Also, this study finds that the Carter et al. reputation factors dominate the Loughran and Ritter [Loughran, T., Ritter, J.R., 2002. Why don’t issuers get upset about leaving money on the table in IPOs? The Review of Financial Studies 15 (2), 413–443] reputation factors.     

On investment banker monitoring in the new issues market

This article primarily addresses two largely unanswered questions in the financial economics literature: (i) is there a demand for lead bank monitoring in the initial public offering (IPO) market?, and (ii) does monitoring by the lead investment banker lead to better post-issue performance? We find evidence consistent with the demand for underwriter monitoring in the IPO market. We examine variables which proxy for the incentives of lead underwriters to supply monitoring post-issue. These variables include lead investment bank reputation and whether warrants are issued to the underwriter by the issuing firm. We find that lead bank reputation is positively associated with the post-issue performance of IPO firms. We also examine whether additional value added monitoring is provided by unaffiliated analysts. The number of unaffiliated analysts following is positively correlated with post-issue performance. Our results are consistent with third party monitoring in the new issues market.     

UNDERWRITER REPUTATION AND AFTERMARKET PERFORMANCE OF CLOSED‐END FUNDS

I find a positive relation between underwriter reputation and the initial and long‐run aftermarket performance of closed‐end funds. This relation persists even after controlling for fund characteristics, types, and investment strategies. The positive relation between underwriter reputation and initial returns supports the notion that prestigious investment bankers tend to promote a price run‐up in the immediate aftermarket to enhance their reputation with the issuers and the investors. The better long‐run performance for funds underwritten by prestigious underwriters suggests that prestigious underwriters protect their reputation by underwriting only high‐quality issues that will perform well in the long run.     

Conflicts of interest on corporate boards: The effect of creditor-directors on acquisitions

This paper investigates the effects on acquisitions of creditor-director presence on corporate boards. Using a hand-collected dataset for boards of large U.S. corporations, we find that companies with creditor-directors are more likely to engage in acquisitions with attributes that are unfavorable to shareholders and favorable to creditors (more diversifying and fewer cash-financed acquisitions). Consistent with these patterns, acquisition announcements are associated with lower shareholder value, higher creditor value, and lower overall firm value when a creditor is present. These results support the hypothesis that conflicts of interest between shareholders and creditors can result in value-destroying acquisitions. In addition, commercial bankers with no lending relationship are not affected by conflicts of interest. Where appropriate, our estimation strategy takes into account that there may be self selection of bankers onto corporate boards.     

Does the Presence of Venture Capitalists Improve the Survival Profile of IPO Firms?

The role of venture capital in the creation of the public corporation is now widely recognized. This study investigates whether venture capitalists add value to the going public process by improving the survival profile of IPO issuers. The survival of IPO issuers is not only likely to depend on managerial actions but also on the effectiveness of key market participants such as investment bankers and analysts. The form and function of the venture capital industry allows venture capitalists to influence the actions of managers, investment bankers, and analysts, and attract institutional interest. Conducting survival analyses using the Cox hazard methodology, we find that the involvement of venture capitalists improves the survival profile of IPO firms. Several other variables that are potentially influenced by VC involvement like R&D allocations, analyst following, investment banker prestige, and success on road shows are also positively related to the survival time of IPO issuers.     

The role of bankers in the U.S. syndicated loan market

I construct a novel dataset of individual bankers in the U.S. syndicated loan market to analyze the impact of bankers for the largest, most transparent borrowers. Bankers exhibit time-invariant preferences for specific loan characteristics, or styles. In addition, exploiting within-borrower variation in personal relationship strength from banker turnover, I find that stronger relationships lead to significantly lower interest rates. This effect is stronger if borrowers lack a credit rating or issue less frequent and shorter horizon management reports. Relationship loans are associated with fewer bankruptcies and fewer favorable modifications in renegotiations.     

A Theory of the Syndicate: Form Follows Function

We relate the organizational form of investment banking syndicates to moral hazard in team production. Although syndicates are dissolved upon deal completion, membership stability across deals represents a barrier to entry that enables the capture of quasi-rents. This improves incentives for individual bankers to cultivate investor relationships that translate into greater expected proceeds. Reputational concerns of lead bankers amplify the effect. We derive conditions under which restricted entry and designation of a lead banker strictly Pareto dominate, in which case it is also strictly Pareto dominant for the syndicate's fee to be greater than members' cost of participation.     

Does investment banker human capital matter in acquisitions? Evidence from China

Investment banker human capital is valuable in mergers and acquisitions. Exploiting a unique hand-built dataset, this paper studies whether and how investment banker's education and experience impact the merger performance in China. We find that investment bankers' education credentials are positively related to the post-merger performance; however, greater investment banker experience does not. We further explore the channels and show that the education effect is stronger in deals with higher information asymmetry and acquirers with worse corporate governance. On the other hand, experience increases merger performance in deals with high information asymmetry but reduces deal performance in poorly governed firms. Our findings suggest that higher education attainment facilitates both the advisory and monitoring role of investment bankers, while more experience makes investment bankers better advisors yet worse monitors. Our findings also suggest that investment bankers' roles in value creation are highly dependent on different institutional backgrounds, and one cannot generalize the findings in the U.S. across borders.     

Bankers in the Boardroom and Firm Performance in China

We use a dataset comprising the appointments of commercial bankers as board of directors at Chinese listed firms and find that financially distressed firms are more likely to recruit a commercial banker as a director of the board. The presence of a banker on the board increases access to bank loans, yet many investors react negatively to announcements of such appointments. We also find that such appointments are typically followed by a drop in the appointing firm’s operating performance, and an increase in rent-seeking activities. This suggests that bank directors cannot strengthen corporate governance. Most financial resources are expropriated by corporate insiders.     

Trade Generation, Reputation, and Sell-Side Analysts

This paper examines the trade‐generation and reputation‐building incentives facing sell‐side analysts. Using a unique data set I demonstrate that optimistic analysts generate more trade for their brokerage firms, as do high reputation analysts. I also find that accurate analysts generate higher reputations. The analyst therefore faces a conflict between telling the truth to build her reputation versus misleading investors via optimistic forecasts to generate short‐term increases in trading commissions. In equilibrium I show forecast optimism can exist, even when investment‐banking affiliations are removed. The conclusions may have important policy implications given recent changes in the institutional structure of the brokerage industry.     

INFORMATION ASYMMETRY AND THE UNDERPRICING OF INITIAL PUBLIC OFFERINGS: FURTHER EMPIRICAL EVIDENCE

Information Asymmetry is usually assumed in most explanations of the underpricing of initial public offerings (IPOs). In Baron's (1982) model, the underwriter is better informed than the issuing firm concerning the demand for the IPO. The greater uncertainty associated with the demand will lead to a greater underpricing due to the enhanced value of the underwriter's expertise. In the case that the issuer is also an informed investment banker, Baron's hypothesis predicts no underpricing. Our results based on Canadian investment bankers do not support Baron's hypothesis.     

The role of investment banker directors in M&A

We examine how directors with investment banking experience affect firms? acquisition behavior. We find that firms with investment bankers on the board have a higher probability of making acquisitions. Furthermore, acquirers with investment banker directors experience higher announcement returns, pay lower takeover premiums and advisory fees, and exhibit superior long-run performance. Overall, our results suggest that directors with investment banking experience help firms make better acquisitions, both by identifying suitable targets and by reducing the cost of the deals.     

Creditor control rights and firm investment policy

We present novel empirical evidence that conflicts of interest between creditors and their borrowers have a significant impact on firm investment policy. We examine a large sample of private credit agreements between banks and public firms and find that 32% of the agreements contain an explicit restriction on the firm's capital expenditures. Creditors are more likely to impose a capital expenditure restriction as a borrower's credit quality deteriorates, and the use of a restriction appears at least as sensitive to borrower credit quality as other contractual terms, such as interest rates, collateral requirements, or the use of financial covenants. We find that capital expenditure restrictions cause a reduction in firm investment and that firms obtaining contracts with a new restriction experience subsequent increases in their market value and operating performance.     

Empire-builders and shirkers: Investment,firm performance,and managerial incentives

We consider the equilibrium relationships between incentives from compensation, investment, and firm performance. In an optimal contracting model, we show that the relationship between firm performance and managerial incentives, in isolation, is insufficient to identify whether managers have private benefits of investment, as in theories of managerial entrenchment. We estimate the joint relationships between incentives and firm performance and between incentives and investment. We provide new results showing that investment is increasing in incentives. Further, in contrast to previous studies, we find that firm performance is increasing in incentives at all levels of incentives. Taken together, these results are inconsistent with theories of overinvestment based on managers having private benefits of investment. These results are consistent with managers having private costs of investment and, more generally, models of underinvestment.     

Do Firms Use Derivatives to Reduce their Dependence on External Capital Markets?

This study investigates if the use of derivatives by corporations is likelyto affect their financing strategies. I find a strong positive relationbetween the minimum revenue guaranteed by hedging and investmentexpenditures. This result implies that hedging increases the likelihood thatinvestments can be financed internally. I also find that firms tend tofinance their investment expenditures externally rather than internally. Ifexternal capital is more costly than internal capital it would clearly be ina firm's interest to reduce its dependence on external capital. Consistentwith this result, I find that the median firm that does not hedge finances100% of its investment expenditures externally, while the median firm thathedges finances only 86% of investments externally.     

Investment Bank Reputation and the Price and Quality of Underwriting Services

The relation between investment bank reputation and the price and quality of bond underwriting services is studied here. After controlling for endogeneity in issuer–underwriter matching, I find that reputable banks obtain lower yields and charge higher fees, but issuers' net proceeds are higher. These relations are pronounced in the junk‐bond category, in which reputable banks' underwriting criteria are most stringent. These findings suggest that banks' underwriting decisions reflect reputation concerns, and are thus informative of issue quality. They also suggest that economic rents are earned on reputation, and thereby provide continued incentives for underwriters to maintain reputation.     

金融危机:坚定中外银行家的“变革决心”

在日前举办的21世纪金融年会的银行家论坛上,记者看到:虽然金融危机和经济衰退正在发生着,但是中外银行家们没有因为"寒冷的冬天"而缩手缩脚,反而坚定了变革的决心的图强的欲望。     

The Life Cycle of Initial Public Offering Firms

This study uses an integrated and comprehensive approach to study the evolution of IPO issuing firms to the three basic post-IPO states: survive as an independent firm, get acquired, or fail. We develop multinomial logit models that utilize information available at or prior to the IPO to predict the probability of subsequent transition to the three post-IPO states. We find that lower risk, larger firm size, higher investment banker prestige, higher pre-IPO operating performance, and higher industry R&D intensity increase the probability of survival relative to failure. We also find that higher firm size, higher industry R&D intensity, and industry concentration increase the probability of survival relative to being acquired. Finally, lower risk and higher investment banker prestige increase the probability of being acquired relative to failure. Overall, we identify several factors that influence the probability of subsequent transition to one of the three basic post-IPO states.