Rationing in IPOs

We provide a model of bookbuilding in IPOs, in which the issuer can choose to ration shares. Before informed investors submit their bids, they know that, in the aggregate, winning bidders will receive only a fraction of their demand. We demonstrate that this mitigates the winners curse, that is, the incentive of bidders to shade their bids. It leads to more aggressive bidding, to the extent that rationing can be revenue-enhancing. In a parametric example, we characterize bid and revenue functions, and the optimal degree of rationing. We show that, when investors information is diffuse, maximal rationing is optimal. Conversely, when their information is concentrated, the seller should not ration shares. We provide testable predictions on bid dispersion and the degree of rationing. Our model reconciles the documented anomaly that higher bidders in IPOs do not necessarily receive higher allocations.     

Competitive IPOs

Competition between investment banks for lead underwriter mandates in IPOs is fierce, but having committed to a particular bank, the power of the issuer is greatly reduced. Although information revelation theories justify giving the underwriters influence over pricing and allocation, this creates the potential for conflicts of interest. In this clinical paper we analyse an interesting innovation that has been used in recent European IPOs whereby issuers separate the preparation and distribution roles of investment banks, and keep competitive pressure on the banks throughout the issue process. These 'competitive IPOs' allow the issuer greater control and facilitate more contingent fee structures that help to mitigate against 'bait and switch.' But unlike more radical departures from traditional bookbuilding – such as auctions – the competitive IPO is an incremental market-based response to potential conflicts of interest that retains many of the advantages of investment banks' active involvement in issues.     

Merger-Motivated IPOs

In this paper, we find support for initial public offerings (IPOs) motivated by subsequent acquisition activity. Over a third of newly public firms enter the market for corporate control as acquirers within three years of the IPO. We find that IPOs facilitate acquisitions in a number of ways. Newly public firms benefit from the cash raised in the IPO, from subsequent access to public financing, and from ability to pay with publicly traded stock for acquisitions. IPO firms also benefit by obtaining market feedback and by taking advantage of high post-IPO stock values in making stock-based acquisitions at favorable terms.     

Zero-revenue IPOs

Information-based models of the IPO decision suggest that going public before having generated revenues is inefficient. Still, 15% of firms going public in Europe have not reported revenues prior to the IPO. This paper investigates why these firms decide to conduct an IPO and examines whether the absence of revenues affects the outcomes of this decision. The evidence shows that zero-revenue firms go public to fund investments, mainly in the form of R&D. However, their shares are more underpriced at the IPO and develop less liquid and more volatile aftermarket trading than those of revenue-generating issuers. These effects are driven by firms whose revenue-less status is more persistent, as 18.6% still report no revenues at their three-year IPO anniversary. Also, zero-revenue issuers face a higher risk of being delisted shortly after the IPO. Overall, the evidence indicates that zero-revenue firms go public in an attempt to fund superior growth opportunities, but the high levels of information asymmetry and uncertainty increase the cost of raising capital and the risk of an early delisting.     

Penny Stock IPOs

We examine underpricing, long-run returns, lockup periods, and gross spreads for penny stock IPOs over the 1990–1998 period. We find that penny stock IPOs have higher initial returns than ordinary IPOs, but significantly worse long-run underperformance. We also find that penny stock IPOs have longer lockup periods and larger gross spreads. To explore the effect of potential market manipulation, we examine IPOs led by a group of underwriters that were the subject of SEC enforcement actions and/or other penalties. Penny stock issues led by these banks are particularly underpriced and underperform ordinary IPOs led by other underwriters.     

当代全球IPO折价现象及理论综述

所谓IPO折价是指一个股票在首次公开发行(initial public offers)后，第一天的收盘价格远高于发行价格的现象．IPO折价现象并非是中国股票市场或新兴市场所特有的，实际上全世界的股票市场都存在此种现象，仅仅在折价程度上有所区别。表1列出了各国学对不同国家(地区)IPO折价程度的研究结果。     

Excess initial returns in IPOs

The empirical evidence on initial returns in IPOs reveals average overpricing as well as underpricing, depending on the type of security offered for sale. Consistent with this evidence, the present paper develops a model in which an IPO may be overpriced in equilibrium relative to its expected (or average) aftermarket price. Overpricing disappears, however, once the offer price is compared to a ‘float-weighted’ expectation, where the weights are given by the extent to which the number of securities that are floated in the offering (at the posted price) is positively related to the demand for allocations. Empirically, the model implies that equally-weighted returns underestimate initial returns in IPOs, and hence that inferences based on equally-weighted returns may be misleading.     

台湾地区股票发行向注册制过渡的经验

2006年1月11日，台湾地区公布了修订后的《证券交易法》，其中有关股票发行审核的第22条规定，“有价证券之募集及发行，除政府债券或经主管机关核定之其它有价证券外，非向主管机关申报生效后，不得为之。”这意味着股票发行审核已由核准制全面过渡到注册制，完成了台湾地区股票市场制度建设史上的一次重要飞跃。[第一段]     

试论公平原则在我国IPO中的理解与适用

公平原则是民法和商法的基本原则，也是我国证券法的基本原则，其理论基础的核心是证券发行人或者上市公司应当平等对待所有投资者。笔者从民商法、证券法中公平原则的涵义分析入手，针对我国现行首次公开发行股票的几项具体制度，论述了如何正确理解公平原则对我国首次公开发行股票的指导意义，指出了由于僵化理解公平原则而导致的我国股票首次公开发行制度中的缺陷，根据公平原则的合理内涵以及国内外殷票发行的实践提出了完善我国首次公开发行股票制度的建议．     

Sponsor Backing in Asian REIT IPOs

This paper tests the significance of sponsors in REIT IPOs viz-a-viz quality certification, signal of firm value, and commitment to alleviate moral hazard concerns. We model the REIT pricing and sponsor share retention decisions within a simultaneous decision framework as motivated by Grinblatt and Hwang (Journal of Finance 44:393–420, 1989). We find positive and significant bidirectional relationship between the fraction of shares held by the sponsor in IPO and underpricing which is consistent with Grinblatt and Hwang’s (Journal of Finance 44:393–420, 1989) signaling model. Our results also support the commitment hypothesis that developers that spin off REITs tend to hold more shares at IPO, possibly to compensate investors for the potential moral hazard problems in the aftermarket.     

Corporate culture and IPOs

This study documents corporate culture at the time of initial public offering (IPO) and the relationship between corporate culture at the time of IPO and firm financial performance. Based on a sample of 1157 US firms that went public between 1996 and 2011 and performance information through 2016, the data provide strong evidence that regional culture, industry characteristics, and pre-IPO financing play key roles in explaining a firm's cultural orientation. Moreover, the data indicate that IPO firms with a highly competition- and creation-oriented culture experience higher profitability and less risk of financial distress than other IPO firms.     

Valuing and pricing IPOs

This paper investigates how underwriters set the IPO firm’s fair value, an ex-ante estimate of the market value, using a unique dataset of 228 reports from French underwriters. These reports are issued before the IPO shares start trading on the stock market and detail how underwriters determined fair value. We document that underwriters often employ multiples valuation, dividend discount models and discounted cash flow (DCF) analysis to determine fair value but that all of these valuation methods suffer from a positive bias with respect to equilibrium market value. We also analyze how this fair value estimate is subsequently used as a basis for IPO pricing. We report that underwriters deliberately discount the fair value estimate when setting the preliminary offer price. Part of the intentional price discount can be recovered by higher price updates. We find that, controlling for other factors such as investor demand, part of underpricing stems from this intentional price discount.     

普华永道:大中华区IPO透视

大中华区IPO概要 自2001年起,大中华区的资本市场虽然面对区内和全球多项因素及监管环境亦同时大幅度调整之影响,在中国经济增长的带动下,首次公开招股集资金额和平均集资金额,依然按年递增.     

Are IPOs really overpriced?

Purnanandam and Swaminathan [Purnanandam, A., Swaminathan, B. 2004. Are IPOs really underpriced? Review of Financial Studies, 17, 811–848.] find that IPOs are overvalued at the offer price relative to value metrics based on industry peer price multiples. I discuss some possible problems in their valuation methodology and find that IPOs are not overvalued after steps are taken to address the problems. More importantly, when I examine the long-run performance of IPO firms and their industry peers, I find that IPOs do not underperform their industry peers in the 5 years after IPO. This casts doubt to the argument that IPOs are overvalued.     

The Underpricing of Insurance IPOs

The previous literature documents that insurance initial public offerings (IPOs) are less underpriced than those of noninsurance firms. This difference is usually attributed to lower information asymmetry for regulated firms. However, we find that once one controls for the file price adjustment insurance IPOs, both stock and mutual, are no less underpriced than other noninsurance offerings suggesting the book-building process resolves any such information asymmetries. We also find that mutual IPOs appear more underpriced than stock insurance IPOs, but this difference is related to the differences in pre-issue managerial ownership.     

The Pricing of IPOs Post-Sarbanes-Oxley

The Sarbanes-Oxley Act (SOX) imposes new requirements for firms going public. Many provisions of SOX should improve the transparency of U.S. firms going public and therefore reduce the uncertainty surrounding their valuation. We find that initial returns of initial public offerings (IPOs) in the United States have declined since SOX. Furthermore, the aftermarket performance of IPOs since SOX is significantly higher. While the expense of public reporting has increased in the United States because of SOX, the valuations of newly public firms at the time of the IPO are subject to less uncertainty and smaller aftermarket corrections.     

SECONDARY MARKET STABILIZATION OF IPOs

Underwriting syndicates routinely "stabilize" the secondary market price for poorly received initial public offerings. Price stabilization practices, particularly the use of "penalty bids" aimed at discouraging immediate resale or "flipping" of IPO shares, recently have triggered litigation and attracted the attention of the regulatory community. Much of the attention has focused on the allegation that a disproportionate share of the burden of price stabilization efforts is borne by individual investors.
After describing the various practices that fall under the rubric of price stabilization, this article provides several economic rationales for what is by definition a manipulative but legal practice. It also summarizes recently published evidence characterizing the winners and losers from price stabilization and presents a number of conclusions from a recent roundtable discussion among practitioners, regulators, and academics held at the Boston College Carroll School of Management that might serve as a guide to policymakers.     

法人配售与IPO折价：基于代理理论的实证检验

引言 首次公开发行折价(Initial Public Offerings Underpricing,以下简称IPO折价),又称新股上市首日超额回报,是各国证券市场(包括新兴市场和发达市场1)的普遍现象.IPO公司为什么将超额回报拱手相让给投资者,被称为"IPO折价之谜",并引发了大量理论和实证研究.     

An Analysis of Lockups in REIT IPOs

We analyze how the unique characteristics of real estate investment trusts (REITs) affect IPO lockup agreements from 1980 to 2006. The findings show that, unlike industrial IPOs, lockup periods for REIT IPOs do not cluster at 180 days, tend to cover longer periods, and vary over time. Our results support the commitment device hypothesis instead of the signaling hypothesis. That is, REIT managers tend to use lockup agreements to alleviate moral hazard problems and protect post-IPO investors rather than to send signals to investors. Finally, contrary to previous studies, we find no significant negative abnormal returns around the unlock date for the whole sample. The lack of aggressive sales by insiders and the fact that REITs are not backed by venture capitalists can explain our finding.