Counterpoint to IPO

In The Intelligent Investor, Benjamin Graham describes new issues as having a special kind of salesmanship behind them, which calls for a special degree of sales resistance. Brokers are typically rewarded with double and triple commissions for pushing new issues, and their firms earn handsome fees for advice, structure, pricing and support of the aftermarket.

Brokerage firms almost always push their own IPOs, and usually rather aggressively. In the aftermarket support function, advice to customers who have bought the stock is often one-sided. There is little evidence that issuing houses will make sale recommendations to customers who have bought the new issue even if such recommendations are warranted. And if an analyst forgets and does recommend an action counter to the distribution, that analyst will have new opportunities to explore the job market.
Studies have shown that expense control can be an important determinant of long-term investment return. But expenses tend to be ignored during exuberant markets, despite their importance, only attracting attention when markets are declining. And expenses are especially high for IPOs. By the time all underwriting and service expenses are accumulated, charges of 510% of an offering price are the norm. High sales charges are one of the incentives for sales people to push new issues and there are all the legal, accounting and corporate expenses that must be covered.

While privatizations around the world might seem attractive following investors' positive experiences with the UK, there are numerous complications with overseas IPOs on top of the regular difficulties of global investing. These include international differences in accounting practices and settlement arrangements; the identity and reputation of the sponsor; the language in which the prospectus is written; whether some issues are not available to non-residents; and the procedures for scaling down an application in the event of oversubscription. For example, if a German stock is oversubscribed, a non-euroland investor may suffer considerable exchange losses converting in and out of euros. In a great many countries, investors will have difficulty in getting the information needed, and a good broker heavily involved in this kind of business will often be hard to find.

New issues and privatizations in developing markets can cause additional conflicts. Brokering and banking may be combined so that an investment banking manager may have to offer interim financing to win the IPO business. Sometimes this link can bring down a top-notch firm like Peregrine in Hong Kong, which failed because it tied a $250 million loan guarantee to an Indonesian taxi company to tide it over until a share offer could be arranged. In between the loan guarantee and the planned share offer, Indonesia had a currency crisis and Peregrine had a balance sheet crisis.

It is conceivable that similar problems may arise as US banks get back into the new issues market. After the Depression, banking and securities were separated, but now they have come back together to meet international competition. It is possible that Goldman Sachs was close to going bankrupt in the British Telecom IPO because of a guarantee similar to that provided by Peregrine in Indonesia.