INVESTMENT BANKING AND THE CAPITAL ACQUISITION PROCESS

INVESTMENT BANKING AND THE CAPITAL ACQUISITION PROCESS

March 1985, final version received August 1985 | Clifford W. SMITH, Jr.*
This paper reviews the theory and evidence on the process by which corporations raise debt and equity capital and the associated effects on security prices. It examines various contractual alternatives in security issues, such as rights or underwritten offers, negotiated or competitive bids, best efforts or firm commitment contracts, and shelf or traditional registration. The paper also analyzes incentives for underpricing new issues and tests hypotheses about stock price patterns accompanying announcements of security offerings. The findings suggest that stock price reactions to security offerings are generally negative or not significantly different from zero, with common stock sales showing the most negative reactions. The paper explores several hypotheses to explain these price reactions, including optimal capital structure, implied changes in expected cash flows, unanticipated announcements, information asymmetry, and changes in ownership. It also discusses the marketing methods used by corporations, such as rights offerings and underwritten offerings, and the costs, pricing, and frequency of their use. The paper further examines initial public equity offerings, noting that underwriters often price these issues significantly lower than their after-market prices. Finally, it presents concluding remarks and suggests areas for further study.This paper reviews the theory and evidence on the process by which corporations raise debt and equity capital and the associated effects on security prices. It examines various contractual alternatives in security issues, such as rights or underwritten offers, negotiated or competitive bids, best efforts or firm commitment contracts, and shelf or traditional registration. The paper also analyzes incentives for underpricing new issues and tests hypotheses about stock price patterns accompanying announcements of security offerings. The findings suggest that stock price reactions to security offerings are generally negative or not significantly different from zero, with common stock sales showing the most negative reactions. The paper explores several hypotheses to explain these price reactions, including optimal capital structure, implied changes in expected cash flows, unanticipated announcements, information asymmetry, and changes in ownership. It also discusses the marketing methods used by corporations, such as rights offerings and underwritten offerings, and the costs, pricing, and frequency of their use. The paper further examines initial public equity offerings, noting that underwriters often price these issues significantly lower than their after-market prices. Finally, it presents concluding remarks and suggests areas for further study.
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