Alan Murray wrestles with the problem of IPO--Initial Public Offering--underpricing. On the one hand, why should the rest of us care if entrepreneurs wish to sell 10 percent of their companies at a half-off discount to the friends and clients of their investment bankers when their firms go public? Entrepreneurs are giving a rather large present to those on the IPO list, but if they did not wish to do so they could always use Hambrecht and Quist and run a true auction to sell off the initial tranche of shares. And they get benefits--a bunch of people who will have made money by investing in their stock, and who are likely to hold onto it and talk it up.
Murray comes down on the side of the--highly plausible--theory that IPO underpricing is a way that investment banks get their going-public client corporations to bribe those from whom they want to be thrown other prices of investment banking business.
WSJ.com - Article ...When the price of a stock jumps to $20 from $10 in the first day of trading, reaping instant profits for the lucky few who have been allocated shares, the investment bankers celebrate a "hot" offering. They ought to have their bonuses rescinded, for doing a poor job of pricing. Apologists say pricing a new issue is more "art" than "science." That might have been true 20 years ago; today, it is hogwash. As William Hambrecht, CEO of WR Hambrecht & Co. has demonstrated, today's technology makes it perfectly possible to use auctions to find the market price of a new issue.
Wall Street veterans whose views I respect (and who have asked that their names not be used in my rant) argue there are subtle benefits from the current IPO system. Much of their argument centers around marketing. Greasing the palms of "distinguished" investors such as Mr. Ebbers, and creating a "buzz" around a "hot" stock, may help companies going public for the first time get attention they desperately need.
Moreover, these veterans note, there seems to be no pressure from the companies issuing IPOs to do it differently. These companies, after all, are the ones being short-changed by the process. If their shares double in a day, that is money they have left on the table. But taking a company public is a big, one-time decision, fraught with uncertainty. As a result, issuers haven't been inclined to shake up the system. Mr. Hambrecht's efforts to persuade companies to issue IPO shares by Dutch auction have had only modest results. "It hasn't been easy," he confesses. Says investor advocate Nell Minow: "If you are 25 years old and operating out of your garage and somebody offers you tens of millions of dollars, are you going to quibble?"
So if the people being shafted by the current system don't care, why should I? Because it encourages corruption. For the last decade, U.S. government officials have been preaching the virtues of free markets to countries emerging from behind the Iron Curtain. The sermon has gone something like this: When you have controlled prices, you can't prevent corruption. When you allocate credit, people bribe loan officers. When you have import quotas, people bribe customs officials. The best antidote for corruption is free markets, with the market clearing prices.
Wall Street needs the same lecture. The Ebbers revelation has prompted a review of IPO allocation rules at investment banks. But that doesn't go far enough. The question isn't just how financial firms allocate hot shares; it is why they allocate them. That is what markets are for -- to find the right price and assure that supply equals demand so you don't have to ration. Why can't the capitalists embrace capitalism?...
The Rationing of IPOs
Encourages Corruption
It has been 13 years since the fall of the Berlin Wall, and 11 since the collapse of Gosplan, the Soviet economic planning agency. So isn't it finally time to get rid of rationing on Wall Street?
The U.S. capital markets are the most sophisticated, deep and efficient the world has ever seen. But when it comes time to distribute shares in new public companies, the financial whizzes revert to a system that would make Stalin proud. To each according to his clout. It is a system that let WorldCom Chief Executive Bernard Ebbers pocket $11 million because he had access to 21 "hot" initial public offerings from Salomon Smith Barney that were out of the reach of ordinary investors.
The narrow question being asked by investigators for the House Financial Services Committee is this: Did Mr. Ebbers throw his company's investment-banking business to Salomon Smith Barney because of these sweet IPO allocations? If so, they are kickbacks.
But the bigger question Wall Street should be asking is: Why in the world are the world's pre-eminent capitalists rationing IPO shares in the first place?
When the price of a stock jumps to $20 from $10 in the first day of trading, reaping instant profits for the lucky few who have been allocated shares, the investment bankers celebrate a "hot" offering. They ought to have their bonuses rescinded, for doing a poor job of pricing. Apologists say pricing a new issue is more "art" than "science." That might have been true 20 years ago; today, it is hogwash. As William Hambrecht, CEO of WR Hambrecht & Co. has demonstrated, today's technology makes it perfectly possible to use auctions to find the market price of a new issue.
Wall Street veterans whose views I respect (and who have asked that their names not be used in my rant) argue there are subtle benefits from the current IPO system. Much of their argument centers around marketing. Greasing the palms of "distinguished" investors such as Mr. Ebbers, and creating a "buzz" around a "hot" stock, may help companies going public for the first time get attention they desperately need.
Moreover, these veterans note, there seems to be no pressure from the companies issuing IPOs to do it differently. These companies, after all, are the ones being short-changed by the process. If their shares double in a day, that is money they have left on the table. But taking a company public is a big, one-time decision, fraught with uncertainty. As a result, issuers haven't been inclined to shake up the system. Mr. Hambrecht's efforts to persuade companies to issue IPO shares by Dutch auction have had only modest results. "It hasn't been easy," he confesses. Says investor advocate Nell Minow: "If you are 25 years old and operating out of your garage and somebody offers you tens of millions of dollars, are you going to quibble?"
So if the people being shafted by the current system don't care, why should I?
Because it encourages corruption. For the last decade, U.S. government officials have been preaching the virtues of free markets to countries emerging from behind the Iron Curtain. The sermon has gone something like this: When you have controlled prices, you can't prevent corruption. When you allocate credit, people bribe loan officers. When you have import quotas, people bribe customs officials. The best antidote for corruption is free markets, with the market clearing prices.
Wall Street needs the same lecture. The Ebbers revelation has prompted a review of IPO allocation rules at investment banks. But that doesn't go far enough. The question isn't just how financial firms allocate hot shares; it is why they allocate them. That is what markets are for -- to find the right price and assure that supply equals demand so you don't have to ration. Why can't the capitalists embrace capitalism?
The resistance from those on Wall Street who benefit from the current system is sure to be intense. Favored investors who receive "hot" IPOs have a lot to lose from change. So do the bankers and brokers who dole them out. But then, the folks at Gosplan had a lot to lose, too.
House Financial Services Committee Chairman Michael Oxley has directed his committee's investigators to keep digging into IPO practices, but says he has no plans to legislate. Instead, he wants to keep a spotlight on the problems, and let Wall Street come up with solutions. SEC Chairman Harvey Pitt has asked the National Association of Securities Dealers and the New York Stock Exchange to take on these issues, asking them to look not just at how IPOs are allocated, but also how they are priced. New York State Attorney General Eliot Spitzer is on the case, ready to embarrass Messrs. Pitt and Oxley if their enthusiasm lags.
As a result, Mr. Hambrecht now believes, change is coming. "Bringing these practices to the surface" he says "is going to assure that there is going to be a new system." If so, it's about time.
Updated September 10, 2002
'Murray comes down on the side of the--highly plausible--theory that IPO underpricing is a way that investment banks get their going-public client corporations to bribe those from whom they want to be thrown other prices of investment banking business.'
This is one heck of a sentence to decode.
Posted by: Jason McCullough on September 10, 2002 12:06 AMsetting a high price means that the money goes to the company's coffers, setting a low price means that the money goes to directly to the private accounts of the corporate officers and their friends.
'nuf said. The only reason you would set a high price is if you weren't planning to sell your stock any time soon.
Posted by: roublen vesseau on September 10, 2002 01:00 AM"other prices" near the end of the sentence should be "other pieces."
"other prices" near the end of the sentence should be "other pieces."
Several years I was running a field with an investment banker friend who was taking a company public the next morning. L began to rattle off the names of people who had been given a portion of the IPO. "Who was who in telecom." I did not understand what I was being told, and was simply puzzled long after the IPO shares immediately exploded in value. No shares for the common folk.
Bribes are bribes are bribes.
Posted by: on September 10, 2002 09:23 AMQuite a timely article Alan; or at least it might have been 7 years ago.
Posted by: Brian on September 10, 2002 09:35 AMassuming the price and other facts convey the information that those offering the ipo have no interest in holding the stock long-term, how do we characterize the strategy of those who invest in such an ipo? ponzi scheme?
Posted by: mark mceahern on September 10, 2002 10:12 AMMark -- Ponzi scheme? The governing dynamic in boomtime IPO's is more like Greater Fool Theory.
But by creating and owning an underpriced "coinage" -- and simultaneously "owning" the necessary rationing mechanism -- the IPO'ers necessarily create a corrupt currency.
The punchline is how little of the suckered early-market investor's money ends up invested in the hyped proposition's treasury.
Posted by: RonK, Seattle on September 10, 2002 10:50 AMi hope i'm not being dense, misconstruing "ponzi scheme?" as a request for more information. anyway, assuming i'm not, here ya go:
http://home.nycap.rr.com/useless/ponzi/
Posted by: mark mceahern on September 10, 2002 11:16 AMStock investment is an essential component of our individual well-being. The only way I can imagine making stock investing more democratic or benign for the average American is for mutual fund companies and pension fund managers to pressure wall street firms and corporations to become truly shareholder sensitive. John Bogle has been urging this for some time. Calpers is active now and again. But, there really is little concern by the likes of Fidelity or Pimco for our interests.
Posted by: on September 10, 2002 11:57 AMMutual Fund companies according to John Bogle are quite often abusers of shareholders given the excessive fees they charge. Surely this is the case, so why should Fidelity or Pimco care about our intersts given their profitability?
Imagine paying a 3 to 5 percent sales fee plus another 1/2 to 1 percent management fee for the privilege of allowing an American Express fund to buy bonds with 4 or 5 percent dividends for us.
Posted by: on September 10, 2002 12:05 PMSpeaking of Bogle ... he suggested recently the whole securities industry operates at a cost of some $300B per annum. Interesting, in that real economic earnings of corporations (US NIPA model) run in the $200B ballpark. Efficient markets, anyone? (I think Summers BOTE'd a less eyebrow-raising 25% some years back, maybe based on book accounting profits.)
p.s. Mark -- yes, dense, the cues are in the connectives, but thx anyway -- RonK
Posted by: RonK, Seattle on September 10, 2002 12:51 PMThe extent to which the American securities industry siphons off gains from retail accounts is astounding. The mutual fund industry is not price competitive. Mutual funds cost middle class shareholders who must invest to provide for retirement more than 2 percent points of market gains a year. That is more than 20% of the average stock market return. Bonds, good grief....
Defined contribution retirement plans must offer a more competitive market of funds for investment.
What is puzzling is why the industry save for a Vanguard or TIAA-CREF is not more price competitive.
Posted by: on September 11, 2002 10:01 AMWhy is the mutual fund industry not more price competitive? After all, there are any number of fund companies.
Posted by: on September 11, 2002 12:20 PMWR Hambrecht & Co isn't the same firm as Hambrecht & Quist (H&Q was bought by Chase in either 1999 or 2000, I forget which, and is now presumably part of JP Morgan).
Posted by: Daniel Davies on September 16, 2002 12:07 AMre:
>>WR Hambrecht & Co isn't the same firm as Hambrecht & Quist (H&Q was bought by Chase in either 1999 or 2000, I forget which, and is now presumably part of JP Morgan).<<
So, do you know the answer to the following question: What was Chase buying when it bought H&Q if it wasn't buying Bill Hambrecht as an employee?
Posted by: Brad DeLong on September 17, 2002 02:18 PM