Issues in IPO valuations: asymmetric information and market regulation

Abstract

This dissertation focuses on the effect of regulation and asymmetric information problems in the market for initial public offerings (IPOs). It consists of three essays that evaluate different aspects of the impact of regulation and asymmetric information problems on IPO valuations and pricing. The first essay retests the signaling and agency theories with a matched-sample of IPOs prior to and following the passage of the Sarbanes-Oxley Act of 2002 (SOX). Because the wealth effect could affect the results of these tests, it is also evaluated. The study is motivated by the potential impact of SOX-related governance and reporting requirements on the relative importance of adverse selection and moral hazard problems, with which the signaling and agency theories are respectively concerned, in the market for IPOs. Additionally, SOX may have affected the types of firms going public and ultimately the relative importance of adverse selection and moral hazard. Results on both the pre- and post-SOX samples are consistent with the signaling theory and evidence of a wealth effect exists in both eras, although it is more significant post-SOX. However, in contrast to results of studies conducted prior to SOX, both the pre- and post-SOX results give little credence to the agency theory, suggesting that SOX has not impacted investors' concerns regarding moral hazard. Rather, the difference between the pre-SOX results and the results of other studies conducted prior to SOX suggests that SOX appeared to reduce moral hazard concerns only through its effect on the self-selection of firms going public. The second essay utilizes a matched sample of IPOs prior to the passage of SOX and those issued after the passage of the Act to examine the role of the board structure provisions of the Act on firm value as well as the Act's general valuation consequences. We provide evidence that SOX has negatively impacted the IPO market by suppressing the number of yearly issuances, particularly deterring small issuers from entering public equity markets, and imposing binding constraints on board structure through the new exchange listing requirements. We document not only that firms going public post-SOX are much different than those going public pre-SOX, but also in matched sample comparisons, the Act does not appear to provide any valuation benefit. In particular, compliance with the board structure provisions provides no benefit and a post-SOX dummy is negative for some valuation measures. SOX thus appears to have imposed costs that prohibit many small firms from issuing IPOs, without a corresponding benefit for those that do issue. The third essay analyzes the relationship between the supply of institutional investor capital and IPO pricing. It is motivated by the recent literature documenting the importance of institutional investment to the cost of raising equity capital and the tendency of professional money managers to mimic one another's trades. I propose that institutional investment in an industry may influence the pricing of initial public offerings through the effects of competition on the pricing process, particularly by affecting the Benveniste and Spindt (1989) partial adjustment process. I hypothesize that the level and concentration in institutional investment in an industry in which an issuer operates serves as a proxy for the competitiveness of the supply of capital in that industry, and that relatively higher levels of competition reduce the need for partial adjustment. Additionally, in more competitive markets, offer price updates should be larger and initial returns should be relatively lower. The results suggest support for these hypotheses. In more competitive markets, there is less partial adjustment, offer price revisions are larger and initial returns are lower. The results on partial adjustment and offer price revisions are robust to controlling for endogeneity issues, while the results on initial returns are substantially weaker once endogeneity is addressed.