This paper examines the IPO pricing processes of two different markets, each of which employs bookbuilding methods for marketing the IPO shares. For each market we investigate two questions: Does bookbuilding serve mainly as a method for distributing shares, or also as a means for gathering information? And, to what extent do underwriters respond in IPO pricing to any information that they obtain through bookbuilding? We find that a direct comparison of these two markets sheds light on the bookbuilding process in each. For Nasdaq IPOs we find evidence consistent with informational rents being earned by investors for providing information during bookbuilding. On the Neuer Markt there is no such evidence. Instead, we find evidence consistent with rents being paid for information that helps underwriters to set indicative price ranges prior to bookbuilding. The two markets differ further in how underwriters respond to information in pricing IPOs. For the Neuer Markt, this response is severly constrained since underwriters do not set prices above the price ranges. We estimate the total cost of this "restriction" to be approximately one billion Euros for our sample of IPOs. While there are no such apparent restrictions for Nasdaq, we show that also on this market IPO prices are "sticky" in that underwriters respond less to information received later in the pricing process.
{"title":"Sticky Prices: IPO Pricing on NASDAQ and the Neuer Markt","authors":"Wolfgang Aussenegg, Pegaret Pichler, A. Stomper","doi":"10.2139/ssrn.302917","DOIUrl":"https://doi.org/10.2139/ssrn.302917","url":null,"abstract":"This paper examines the IPO pricing processes of two different markets, each of which employs bookbuilding methods for marketing the IPO shares. For each market we investigate two questions: Does bookbuilding serve mainly as a method for distributing shares, or also as a means for gathering information? And, to what extent do underwriters respond in IPO pricing to any information that they obtain through bookbuilding? We find that a direct comparison of these two markets sheds light on the bookbuilding process in each. For Nasdaq IPOs we find evidence consistent with informational rents being earned by investors for providing information during bookbuilding. On the Neuer Markt there is no such evidence. Instead, we find evidence consistent with rents being paid for information that helps underwriters to set indicative price ranges prior to bookbuilding. The two markets differ further in how underwriters respond to information in pricing IPOs. For the Neuer Markt, this response is severly constrained since underwriters do not set prices above the price ranges. We estimate the total cost of this \"restriction\" to be approximately one billion Euros for our sample of IPOs. While there are no such apparent restrictions for Nasdaq, we show that also on this market IPO prices are \"sticky\" in that underwriters respond less to information received later in the pricing process.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"88 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2002-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130473426","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
In this Essay, we present a brand new efficiency-based justification for the ban on insider trading. Adopting a broad-market approach to the problem enables us to transform conventional theorizing - which suggests that property rights in inside information must be allocated within the firm, either to shareholders or to managers - and present a third, superior option: allocating the property right to market analysts. This new conceptualization of the problem enables one to see that the crucial issue underlying insider trading policy is: which group-insiders or market analysts can best provide efficiency and liquidity to financial markets?We argue, contrary to the accepted lore, that market analysts are superior to insiders in providing efficiency and liquidity to financial markets. Although insiders have ready access to inside information, they are isolated from external competition, and thus, if allowed to exploit this information through trade, they would seek to preserve and exploit their market power over inside information. Analysts, on the other hand, operate in a fiercely competitive environment, and, thus, process new information to the market as expeditiously as possible. Furthermore, because analysts possess greater financial resources, are able to diversify their investments, and frequently diverge in assessing stock prices, they also provide superior liquidity to financial markets.Moreover, we show, for the first time, that competition among analysts generates a myriad of positive externalities for the economy. Competition among analysts is responsible for the burgeoning market for financial information, and the welter of financial media to which we are exposed. In addition, the analysts' market creates economies of scale for the investment banking industry as a result of continuous monitoring and pricing of stocks, attracting many foreign companies to list their shares on U.S. capital markets. None of this would occur if insiders were allowed to trade. Because of their ready access to inside information, insiders would consistently beat analysts when competing against them, eventually driving analysts out of the market. Given the substantial benefits derived from competition among analysts, we submit that insiders should be banned from appropriating inside information; or as we suggest, they should be assigned, what we call, a negative property right in inside information to allow a competitive information market to develop. We believe that the novel theorizing we develop presents a compelling economic case for retaining the prohibition on insider trading.Finally, our broad market analysis provides a comprehensive analytic framework for analyzing the efficiency tradeoffs implicated by two unresolved aspects of insider trading: selective disclosure and warehousing.
{"title":"On Insider Trading, Markets, and 'Negative' Property Rights in Information","authors":"Z. Goshen, Gideon Parchomovsky","doi":"10.2139/ssrn.242912","DOIUrl":"https://doi.org/10.2139/ssrn.242912","url":null,"abstract":"In this Essay, we present a brand new efficiency-based justification for the ban on insider trading. Adopting a broad-market approach to the problem enables us to transform conventional theorizing - which suggests that property rights in inside information must be allocated within the firm, either to shareholders or to managers - and present a third, superior option: allocating the property right to market analysts. This new conceptualization of the problem enables one to see that the crucial issue underlying insider trading policy is: which group-insiders or market analysts can best provide efficiency and liquidity to financial markets?We argue, contrary to the accepted lore, that market analysts are superior to insiders in providing efficiency and liquidity to financial markets. Although insiders have ready access to inside information, they are isolated from external competition, and thus, if allowed to exploit this information through trade, they would seek to preserve and exploit their market power over inside information. Analysts, on the other hand, operate in a fiercely competitive environment, and, thus, process new information to the market as expeditiously as possible. Furthermore, because analysts possess greater financial resources, are able to diversify their investments, and frequently diverge in assessing stock prices, they also provide superior liquidity to financial markets.Moreover, we show, for the first time, that competition among analysts generates a myriad of positive externalities for the economy. Competition among analysts is responsible for the burgeoning market for financial information, and the welter of financial media to which we are exposed. In addition, the analysts' market creates economies of scale for the investment banking industry as a result of continuous monitoring and pricing of stocks, attracting many foreign companies to list their shares on U.S. capital markets. None of this would occur if insiders were allowed to trade. Because of their ready access to inside information, insiders would consistently beat analysts when competing against them, eventually driving analysts out of the market. Given the substantial benefits derived from competition among analysts, we submit that insiders should be banned from appropriating inside information; or as we suggest, they should be assigned, what we call, a negative property right in inside information to allow a competitive information market to develop. We believe that the novel theorizing we develop presents a compelling economic case for retaining the prohibition on insider trading.Finally, our broad market analysis provides a comprehensive analytic framework for analyzing the efficiency tradeoffs implicated by two unresolved aspects of insider trading: selective disclosure and warehousing.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"60 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131668663","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Last month, Part I of this article provided an introduction to tracking stock. In particular, it looked at the benefits and risks of a tracking stock equity structure and why that structure may appeal to companies like Quantum, DLJ and Ziff-Davis. This part of the article focuses on the implementation of a tracking stock equity structure and the issuance of tracking stocks to existing shareholders and the public. It also describes features common to most tracking stocks in the marketplace. Once again, the efforts of Quantum, DLJ and Ziff-Davis will be used as examples.
{"title":"How Quantum, Dlj and Ziff-Davis are Keeping on Track with \"Tracking Stock\": Part Ii","authors":"Jeffrey J. Haas","doi":"10.2139/ssrn.223633","DOIUrl":"https://doi.org/10.2139/ssrn.223633","url":null,"abstract":"Last month, Part I of this article provided an introduction to tracking stock. In particular, it looked at the benefits and risks of a tracking stock equity structure and why that structure may appeal to companies like Quantum, DLJ and Ziff-Davis. This part of the article focuses on the implementation of a tracking stock equity structure and the issuance of tracking stocks to existing shareholders and the public. It also describes features common to most tracking stocks in the marketplace. Once again, the efforts of Quantum, DLJ and Ziff-Davis will be used as examples.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-06-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130041748","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Over the last six decades, the federal government has constructed an extensive system of civil and criminal laws designed to reduce the ability of corporate insiders to make profits trading on inside information. During the 1980s, the government sought to increase the system's effectiveness by increasing penalties and devoting more resources to enforcement. However, both the volume of trading by corporate insiders and the profits these insiders make from corporate insider trading have increased dramatically since these measures were put into effect. In fact, I calculate that corporate insiders make almost $5 billion per year in insider trading profits. After surveying the evidence that corporate insiders trade on inside information, this Article explains why insiders are able to engage in such trading. The Article then puts forward a simple method for reducing insiders' ability to make profits trading on inside information: requiring insiders to disclose publicly their intended trades shortly before submitting orders to their brokers. The Article shows that this pretrading disclosure rule could substantially reduce aggregate corporate insider trading profits. The Article also explains how adopting a pretrading disclosure rule would enable the government to eliminate some of the existing restrictions on insiders' trading and thereby reduce the overall regulatory burden on insiders.
{"title":"Reducing the Profitability of Corporate Insider Trading Through Pretrading Disclosure","authors":"J. Fried","doi":"10.2139/ssrn.1461","DOIUrl":"https://doi.org/10.2139/ssrn.1461","url":null,"abstract":"Over the last six decades, the federal government has constructed an extensive system of civil and criminal laws designed to reduce the ability of corporate insiders to make profits trading on inside information. During the 1980s, the government sought to increase the system's effectiveness by increasing penalties and devoting more resources to enforcement. However, both the volume of trading by corporate insiders and the profits these insiders make from corporate insider trading have increased dramatically since these measures were put into effect. In fact, I calculate that corporate insiders make almost $5 billion per year in insider trading profits. After surveying the evidence that corporate insiders trade on inside information, this Article explains why insiders are able to engage in such trading. The Article then puts forward a simple method for reducing insiders' ability to make profits trading on inside information: requiring insiders to disclose publicly their intended trades shortly before submitting orders to their brokers. The Article shows that this pretrading disclosure rule could substantially reduce aggregate corporate insider trading profits. The Article also explains how adopting a pretrading disclosure rule would enable the government to eliminate some of the existing restrictions on insiders' trading and thereby reduce the overall regulatory burden on insiders.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129581706","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The International Accounting Standards Board (IASB) has the task of independently developing accounting standards. The International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) published by the IASB are transposed into European law via the so called endorsement procedure. Under European law, all listed companies are required to draw up their group accounts according to IAS/IFRS. The IASB's parent body, the International Accounting Standards Committee Foundation (IASCF), is financed by voluntary contributions. According to the IASCF's financing guidelines, these voluntary contributions have to be raised internationally. The amount expected from each country's business community is determined by the country's gross domestic product. This article deals with raising the contribution expected from Germany's business community. It argues that a listing fee can be constitutionally imposed on all listed companies. The article is based on an expert opinion delivered by the author in October 2007.
{"title":"Financing the IASCF - Is a Listing Fee Compatible with the German Constitution? (Die verfassungsrechtliche Zulässigkeit der Finanzierung des deutschen Beitrags zur IASCF durch eine Sonderabgabe)","authors":"Christian Kersting","doi":"10.2139/ssrn.1128122","DOIUrl":"https://doi.org/10.2139/ssrn.1128122","url":null,"abstract":"The International Accounting Standards Board (IASB) has the task of independently developing accounting standards. The International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) published by the IASB are transposed into European law via the so called endorsement procedure. Under European law, all listed companies are required to draw up their group accounts according to IAS/IFRS. The IASB's parent body, the International Accounting Standards Committee Foundation (IASCF), is financed by voluntary contributions. According to the IASCF's financing guidelines, these voluntary contributions have to be raised internationally. The amount expected from each country's business community is determined by the country's gross domestic product. This article deals with raising the contribution expected from Germany's business community. It argues that a listing fee can be constitutionally imposed on all listed companies. The article is based on an expert opinion delivered by the author in October 2007.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129401960","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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