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Once the SEC approves the prospectus, the price of the shares is finalized and the IPO enters a «free riding» period in which shares may be offered for sale in a number of ways, such as telephone calls, «road shows» and institutional visits.
The issuer is liable for any misstatement or omission in the prospectus; its directors and underwriters may also be liable if they fail to undertake a «reasonable investigation». Underwriters may defend against liability by completing a due diligence investigation of the issuer, usually involving outside lawyers and accountants.
Legal Requirements in the European Union
The EU does not have a central regulatory mechanism for IPOs, but has made several steps toward unifying European laws relating to IPOs, most notably the Prospectus Directive of 2003. In Europe, underwriters generally face joint and several liability for the underwriting of all the offered securities. This differs from the U.S. rule, where each underwriter is separately liable for their allotted portion of the offering.
Pricing
Historically, IPOs both globally and in the U.S. have been underpriced. The effect of underpricing an IPO is to generate additional interest in the securities. This leads to massive gains for investors who enter the IPO early. However, underpricing an IPO results in
Investment Banks
Investment banks assist public and private corporations in raising funds in the capital markets, as well as in providing strategic advisory services for M&As and other types of financial transactions. They also act as intermediaries in trading for clients. Investment banks differ from commercial banks, which take deposits and make commercial and retail loans. In recent years, however, the difference between them has blurred, especially as commercial banks are now offering more investment banking services. In the U.S., the Glass-Steagall Act, created in the wake of the Stock Market Crash of 1929, prohibited banks from simultaneously accepting deposits and underwriting securities; it was repealed by the Gramm-Leach-Bliley Act in 1998. Investment banks may also differ from brokerages, which in general assist in the purchase and sale of stocks, bonds, and mutual funds.
Definitions
There appears to be considerable confusion today about what does and does not constitute an «investment bank» and «investment banker». In the strictest definition, investment banking is the raising of funds, both in debt and equity, and the name of the division handling this in an investment bank is often called the «Investment Banking Division» (IBD). However, only a few small boutique firms solely provide this, with almost all investment banks heavily involved in providing additional financial services for clients such as the trading of fixed income, foreign exchange, commodity and equity securities. It is therefore acceptable to refer to both the
More commonly used today to characterize what was traditionally termed «investment banking» is «sell side». This is trading securities for cash or securities (i.e., facilitating transactions, market making), or promoting securities (i.e. underwriting, research, etc.). The «buy side» constitutes the pension funds, mutual funds, hedge funds, and the investing public who consume the products and services of the sell side in order to maximize their return.
Role of Modern Investment Banks
The original purpose of an investment bank was to raise capital and advise on M&As and other corporate financial strategies. As banking firms have diversified, investment banks have come to fill a variety of roles:
– Underwriting and distributing new security issues
– Offering brokerage services to public & institutional investors
– Providing financial advice to corporate clients, e.g. on securities issues and M&As
– Providing financial security research to investors and corporate customers
– Market making in particular securities.
Investment banks have also moved into forex markets, private banking, asset management and bridge financing.
A key role of investment banks is to help companies raise capital in the capital markets by arranging the issuance of new securities. There are two ways to do this: through a public offering or through a private placement.
The Main Activities and Units
Large, global investment banks typically have several business units, including Investment Banking, concerned with advising public and private corporations; Research, concerned with producing reports on valuations of financial products; and Sales and Trading, concerned with buying and selling products.
An investment bank is split into the so-called Front Office, Middle Office and Back Office, with Front Office widely deemed as having the highest-caliber employees in terms of intellectual and/or interpersonal capital, and Back Office the least
Front Office.
Investment Banking is the traditional aspect of investment banks which involves helping customers raise funds in the Capital Markets and advising on M&As and Corporate Finance. Investment bankers prepare idea pitches that they bring to meetings with their clients, with the expectation that their effort will be rewarded with a mandate when the client is ready to undertake a transaction.
Financial Markets is split into four key divisions: Sales, Trading, Research and Structuring.