The Law and Economics of the Going-Public Decision

An initial public offering (IPO) is one of the most important events in the life cycle of a developing firm. The decision to “go public,” however, is complicated by the persistently cyclical market for public offerings. This chapter analyzes the macroeconomic determinants of IPO market cyclicality alongside the strategic and corporate governance considerations faced by private firms, arising from the costs and benefits of going public. The law and economics of the going-public decision also are relevant to the secular decline in IPOs since the turn of the millennium. This chapter evaluates several competing and complementary hypotheses that attempt to explain this phenomenon, each of which relies at least in part on the various features of the going-public decision-making process.

The Dark Side of Venture Capital Syndication and IPO Firm Performance

This chapter integrates agency research with an institutional perspective and investigates multiple agency conflicts in venture capital (VC) syndicates and their effect on stock-market performance of initial public offerings (IPOs) in the United States and the United Kingdom. Using a matched sample of 402 IPOs, the authors show that the size and diversity of a VC syndicate have a negative impact on performance, but this impact is higher in the United States. Ownership concentration within a syndicate improves performance, but this effect is stronger in the United Kingdom. Results indicate that the extent of multiple agency conflicts and their potential remedies are not universal and depend on formal and informal institutions.

Introduction

The worldwide landscape for raising firm capital from Initial Public Offerings (IPOs) has significantly evolved over the last few decades. This introductory chapter reviews more recent research on initial public offerings. The Oxford Handbook of IPOs comprises twenty-nine chapters from authors around the world. The chapters describe the economics of going public, short- and long-term performance of IPOs, regulation of IPOs, IPOs versus acquisitions, reverse mergers, special purpose acquisition companies, service providers including investment banks and auditors, venture capital funds, international differences in IPOs, and crowdfunding. The Introduction summarizes the chapters that appear in the Handbook and highlight research trends on topic.

The Admission and Regulation of Overseas Issuers

This chapter examines the potential discrepancies in the regulation applied to overseas issuers, as opposed to domestic issuers, of four leading financial centers. They are New York, London, Hong Kong, and Singapore. It consists of three substantive sections. The first section will reviews existing literature and empirical evidence concerning the motivations and current state of cross-listing. The second section examines the listing route for an overseas issuer and inquires how it might differ from a domestic listing in the host country. This chapter particularly concerns the potential discrepancies of rules between a foreign listing and a domestic listing and asks if those discrepancies would lead to better or inferior investor protection. The third section examines the continuing regulation of foreign-listed companies, reviewing some regulatory concerns involving cross-listed companies and discussing what can be done to curb the problems, for instance, through regulatory cooperation between home and host regulators.

Survival of Initial Public Offerings on Europe’s New Stock Markets

Nearly 20 competing new stock markets opened their doors in 12 Western European countries during 1995–2005. These stock markets copied the NASDAQ model, with low barriers to entry and tight disclosure rules, and had one common aim—to attract untested, early stage, innovative, and high-growth small and medium-sized enterprises (SMEs). The main hypothesis of this chapter is that by setting the entry barriers too low, these new markets risked attracting too many low-quality firms, creating a “lemons problem” that negatively impacted the survival prospects of all firms listed on that market. The key finding is that the initial public offering (IPO) firm failure on six of these new stock markets is almost double the IPO firm failure on long-established official stock markets with more stringent listing requirements. The exception is the unregulated Alternative Investments Market, where firms have similar survival prospects compared to companies listing on London’s Official List.

Venture Capital and Financial Reporting in Newly Public Firms

Financial intermediaries such as venture capitalists (VCs) not only provide financing, they also play an active role in firm governance and in financial practices before a firm goes public. Venture capitalists are actively engaged in monitoring and advising their portfolio firms. Thus, one also expects them to exert significant influence over the development of financial reporting practices. This chapter reviews recent literature and empirical evidence on VCs and financial reporting quality in newly public firms. It surveys the role of VCs in such activities as earnings management. In particular, it discusses how their monitoring activities and reputation can impact how their portfolio firms establish financial reporting practices. Subsequently, it also reviews the consequences of misreporting, and whether they affect VC behavior ex ante. Finally, the chapter uses recent data to provide empirical evidence on the effect of VCs on accrual and real earnings management.

Auditor Selection and IPO Underpricing

This chapter focuses on the selection of an audit firm by UK initial public offering (IPO) firms. It documents that many IPO firms switch to an audit firm in a different segment (big, midsize, or small), which suggests that IPO firms carefully select an audit firm of a particular quality level before they go public. It examines whether the selection of an auditor by IPO firms is driven by the demand for certification or insurance. The authors find that IPO firms are more likely to choose a high-quality auditor when the uncertainty of the firm’s future prospects is higher and they want to signal quality (certification driven by signaling). In addition, they find that firms with riskier IPO offerings select higher-quality auditors, in line with the insurance hypothesis. They find mixed results for the certification hypotheses when testing for the effect of auditor reputation on initial returns.

Is Exchange Regulation Effective for Junior Public Equity Markets?

In this chapter the authors examine the effectiveness of an exchange-regulated junior public equity market in the development of early-stage firms. They focus specifically on a regulated blind-pool market in Canada known as the Capital Pool Company program and show that the exchange-regulated program has increased the number of junior public firms in Canada, with over 10% graduating to a more senior stock exchange within three years on average. They also show that the firms experience strong secondary market performance pre-graduation, but that the post-graduation performance is worse than the market index in the three- and five-year periods after the graduation.

Survey and Synthesis of the IPO Underpricing Literature

This chapter surveys the vast literature on initial public offering (IPO) underpricing, focusing on the major theories of underpricing, along with the most relevant empirical findings. These theories, or explanations, are classified into those based on asymmetric information, agency conflicts, behavioral issues, share allocation targets, and institutional arrangements. This last classification has received little attention in the previous couple of decades, although the authors argue that the related fixed-offer price constraint, first proposed as an explanation by Ibbotson (1975), can explain a “core” level of underpricing equal to about one-half to two-thirds of that historically observed, while still assuming that issuing firms seek to maximize offering proceeds net of the spread. In addition, it provides a unifying framework for understanding how, and when, the other explanations can contribute to underpricing beyond this core level.

Initial Public Offerings in Germany between 1997 and 2015

This chapter focuses on the German IPO market from 1997 to 2015. More specifically, it provides a descriptive overview of the IPO activities in Germany in the last two decades, and analyzes the IPO market’s dependence on the yearly return and turnover of the German stock market. It shows that most IPOs and highest volumes were observed during the dot-com bubble phase (1997–2000) and that the German IPO market’s liquidity shows a stable development in the last years after the subprime crisis. The results of the regression analyses show that the IPO market activity strongly depends on the overall stock market turnover. But the stock market returns play a subordinated role for the IPO market liquidity in Germany.