Pre-IPO firms may “test the waters” by meeting privately with investors in order to allow access to management and more time to make an investment decision. However, these meetings have the potential to undermine the SEC’s objectives of protecting investors and supporting market efficiency by allowing institutional investors, but not retail investors, private access to management. We find lower retail trading after IPOs of firms that held testing-the-waters meetings, consistent with the meetings reducing retail investor participation. Moreover, retail investors that still participate in the market in the presence of testing-the-waters meetings have inferior investment outcomes. Nonetheless, we find no evidence of lower overall market liquidity or slower price discovery following testing-the-waters meetings. In fact, we observe a reduction in stock return volatility. Overall our evidence suggests that, while testing-the-waters meetings may harm retail investors, there does not appear to be a negative impact on overall market function.

We use audit firm data breaches as time-varying, reputation-harming events to examine the value of auditor reputation—independent of actual audit quality—in the IPO process. We find that auditor data breaches are negatively associated with IPO offer price revisions. We demonstrate that this effect is due to an increase in institutional investors’ perception of information risk. Specifically, the effect is mitigated when other parties involved in the IPO reduce information risk themselves and when institutional investors are less likely to rely on audited financial information. In additional tests, we find that the impact of breaches on IPO offer price revisions is concentrated in breaches with greater severity, saliency, and frequency, consistent with institutional investors reacting to the announcement of the data breach rather than some other confounding factor. Collectively, our evidence suggests that IPO investors perceive time-varying reputational value of the external auditor, independent of changes in audit quality.