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NBER WORKING PAPER SERIES WHY DON'T ISSUERS CHOOSE IPO AUCTIONS? THE COMPLEXITY OF INDIRECT MECHANISMS Ravi Jagannathan Andrei Jirnyi Ann Sherman Working Paper 16214 http://www.nber.org/papers/w16214 NATIONAL BUREAU OF ECONOMIC RESEARCH 1050 Massachusetts Avenue Cambridge, MA 02138 July 2010 We thank Reena Aggarwal, Larry Ausubel, Robert Battalio, Lise Buyer, Harry DeAngelo, Ken French, Robert S. Hansen, Alexander Ljungqvist, Tim Loughran, Paul Milgrom, Ivan Png, Ed Prescott, Jay Ritter, Michael Sher, Sheridan Titman, and S. Viswanathan for useful comments; Rakesh Vohra for hepful discussions about auctions; Gjergji Cici, Huijing Fu, Jintana Kumeranakerd, Tim Lavelle, David Paredes, Mariya Todarova, and Andrew Y. C. Wong for research assistance; and M.J. van den Assem, Marc Goergen, Geeta Hemrajani, Richard Pettway, Jhinyoung Shin, John Wei and the many officials at various stock exchanges, regulatory agencies and research institutes for help in gathering the information used in this study (especially the Singapore Exchange, Istanbul Stock Exchange and Euronext). Some of the material in Table 2 circulated in an earlier working paper titled Global Trends in IPO Methods: Book Building vs. Auctions. Any inaccuracies or errors are, of course, entirely our own. The views expressed herein are those of the authors and do not necessarily reflect the views of the National Bureau of Economic Research. NBER working papers are circulated for discussion and comment purposes. They have not been peer- reviewed or been subject to the review by the NBER Board of Directors that accompanies official NBER publications. © 2010 by Ravi Jagannathan, Andrei Jirnyi, and Ann Sherman. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source. Why Don't Issuers Choose IPO Auctions? The Complexity of Indirect Mechanisms Ravi Jagannathan, Andrei Jirnyi, and Ann Sherman NBER Working Paper No. 16214 July 2010, Revised December 2012 JEL No. D02,D44,G0,G12,G24,G3,H0,H10,H26,H29 ABSTRACT In this paper we present a comprehensive comparison of IPO placement methods in over 50 countries. We find that out of the three primary methods, fixed price public offers, auctions, and book building, auctions are least popular with issuers. Since auctions allow for price discovery while avoiding the potential conflict of interest between issuer and underwriter, this is a surprising finding that is not adequately explained in the existing literature. We propose a new explanation: namely, that participating in auctions is substantially more difficult for investors compared to the other methods, and that this complexity can lead to investor behavior that is undesirable for the issuer. We suggest that this effect could be mitigated through a hybrid mechanism that resembles the one that is used in US treasury auctions. Ravi Jagannathan Ann Sherman Kellogg Graduate School of Management Department of Finance Northwestern University DePaul University 2001 Sheridan Road 1 E. Jackson Blvd., Suite 6100 Leverone/Anderson Complex Chicago, IL 60604 Evanston, IL 60208-2001 [email protected] and NBER [email protected] Andrei Jirnyi Northwestern University 2001 Sheridan Rd Finance Dept. Rm 401 Evanston, IL 60208 [email protected] Why Don’t Issuers Choose IPO Auctions? The Complexity of Indirect Mechanisms Ravi Jagannathana,b, Andrei Jirnyia, Ann Shermanc aNorthwestern University bNational Bureau for Economic Research cDePaul University Abstract In this paper we present a comprehensive comparison of IPO placement methods in over 50 countries. We find that out of the three primary methods, fixed price public offers, auctions, and book building, auctions are least popular with issuers. Since auctions allow for price discovery while avoiding the potential conflict of interest between issuer and underwriter, this is a surprising finding that is not adequately explained in the existing literature. We propose a new explanation: namely, that participating in auctions is substantially more difficult for investors compared to the other methods, and that this complexity can lead to investor behavior that is undesirable for the issuer. We suggest that this effect could be mitigated through a hybrid mechanism that resembles the one that is used in US treasury auctions. Keywords: Initial Public Offerings, IPO, Auctions, Book building, Mechanism Design, IPO Auctions 1. Introduction Bringing an initial public offering (IPO) to market requires a process that would determine who would be the initial investors1, how many shares each of them would obtain, and what price they would pay. The possibilities include book building, fixed price public offers, and auctions, as well as their various hybrids2. In the United States, the primary method is book building, which gives the underwriter substantial discretion over allocations. However, when agents are given discretion, there is always the potential for abuse, and the numerous scandals following the internet bubble suggest that such abuses have occurred in practice3. In comparison, sealed bid auctions are relatively more transparent, giving little discretion to the auction admin- istrator, and are consequently less subject to manipulation and abuse. Moreover, the auction method is old and well established, and has been particularly successful for US Treasury securities and other government debt instruments. Not surprisingly, it is often suggested that auctions are a superior method of IPO placement4. Nevertheless, to this day IWe thank Reena Aggarwal, Larry Ausubel, Robert Battalio, Lise Buyer, Harry DeAngelo, Ken French, Robert S. Hansen, Alexander Ljungqvist, Tim Loughran, Paul Milgrom, Ivan Png, Ed Prescott, Jay Ritter, Michael Sher, Sheridan Titman, and S. Viswanathan for useful comments; Rakesh Vohra for hepful discussions about auctions; Gjergji Cici, Huijing Fu, Jintana Kumeranakerd, Tim Lavelle, David Paredes, Mariya Todarova, and Andrew Y. C. Wong for research assistance; and M.J. van den Assem, Marc Goergen, Geeta Hemrajani, Richard Pettway, Jhinyoung Shin, John Wei and the many officials at various stock exchanges, regulatory agencies and research institutes for help in gathering the information used in this study (especially the Singapore Exchange, Istanbul Stock Exchange and Euronext). Some of the material in Table 2 circulated in an earlier working paper titled Global Trends in IPO Methods: Book Building vs. Auctions. Any inaccuracies or errors are, of course, entirely our own. 1Ritter(2013) argues that there are alternatives available to firms that may be more attractive than going public. 2We describe each method, and the primary differences between them, in more detail below in 2.1 3Ritter (Forthcoming) discusses the CLAS controversies: Commissions for IPOs, Laddering, Analyst conflicts of interest and Spinning. See also Loughran and Ritter (2004) for discussion of the scandals and overall trends in IPO underwriting, and Ritter and Welch (2002), Ljungqvist (2007), Wilhelm (2005) for reviews of the academic IPO literature. 4Examples include ”IPO Market Comes Back to Life”, by Rachel Emma Silverman. Wall Street Journal, New York, N.Y.:Nov 11, 2003. pg. D.1. ”Dutch auction IPO scheme grabs insider interest”, The Red Herring (www.redherring.com), October 30, 2003. ”BofI Holding Has Textbook Auction IPO”, 15 March 2005, Dow Jones News Service. In fact, some have even argued that U.S. issuers should be forced to use auctions (see for the vast majority of US IPOs have followed the book building scheme, and book building has become the dominant method internationally, as we will show. In order to explain this phenomenon, a number of explanations have been proposed in the the academic literature. For example, Sherman and Titman (2002) and Sherman (2005) argue that the greater control and flexibility of the book building method and the discretion that comes with it, under certain conditions, provide substantial benefits for the issuers who are interested in choosing a particular level of underpricing to induce the desired amount of information gathering and price discovery by potential investors5. However, given the great variety of IPOs, it seems plausible that such conditions would be less than universally prevalent – e.g. one may expect that information production considerations would be less important in cases when rewarding price discovery is particularly costly. Thus, the low popularity of auctions in the US is somewhat of a puzzle. Unfortunately, the rarity of the US IPO auctions makes this puzzle difficult to investigate. In addition, it is unclear if the US situation is a result of some unique local circumstances, or is prevalent across markets. In this paper we provide a comparative review of international IPO practices, and the factors that influence the choice of the IPO mechanism from the three most common types of IPOs. In Section 2 we offer evidence on overall usage patterns – first listing the many countries that have tried and abandoned the auction method, and then examining IPO auction outcomes in more detail. We find that, when standard auctions have had to compete with another method – either with fixed price public offers or with book building – auctions have lost out. Of the 50 countries that we examine, more than half have used the auction method at some point, yet IPO auctions are still in use only in the US, where usage has been sporadic and relatively rare, and in Vietnam, India and Israel, where there