IPO-mechanisms, monitoring and ownership structure11We would like to thank the referee, Larry Benveniste, and the editor, William Schwert, as well as Bruno Biais, Patrik Bolton, Susanne Espenlaub, Michael Fishman, Thierry Foucault, Gunther Franke, Julian Franks, Mark Grinblatt, Jean Jacque Laffont, Alexander Ljungqvist, Ernst Maug, Gerhard Orosel, Pegaret Pichler, Raguram Rajan, Jay Ritter, Ailsa Röell, Kristian Rydquist, Jean Tirole, Elu von Thadden, Ivo Welch, William Wilhelm, Joe Williams and Andrew Winton for helpful comments. This paper has been presented at the University of Alberta, Baruch College, the Free University of Brussels, the University of Gothenburg, HEC, the University of California, Irvine, the University of Lausanne, the London School of Economics, the University of Odense, Stockholm School of Economics, the University of British Columbia, UCLA, the University of Utah, the CEPR conferences in Tolouse and Gerzensee, the American Finance Association, the Western Finance Association and the European Finance Association. This paper was written while Stoughton visited the University of Vienna. He expresses his appreciation to the faculty and staff for an enjoyable stay.
This paper analyzes the effect of different IPO mechanisms on the structure of share ownership and explores the role of underpricing and rationing in determining investors’ shareholdings. We focus on the agency problem that results when large institutions are the only investors capable of monitoring the firm whereas small shareholders free-ride on these activities. The major conclusion is that some well-known aspects of IPOs may be explained as rational responses by the issuer to the existence of regulatory constraints in public capital markets. There is a two-stage offering mechanism in which the investment banker, acting in the interests of the issuer, optimally rations the allotment of shares to small investors in order to capture the benefits associated with better monitoring by institutions. Importantly, in our model, the existence of underpricing (and oversubscription) is an indication that the issuer has received a higher ex ante price than would have been obtained through a competitive Walrasian-type offering process.