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Underwriter Certification and the Effect of Shelf Registration on Due Diligence

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  • Ann E. Sherman

Abstract

Shelf registration gives underwriters greater flexibility in timing market issues and involves little or no increase in direct costs, since registration fees are exactly the same and underwriter fees seem comparable. Nevertheless, shelf equity issues are rare. I argue that erosion in the due diligence investigation of underwriters is a significant drawback to shelf registration, and this erosion explains the apparent puzzles in the data on shelf versus non-shelf issues. I compare the forecasts of my model to existing empirical evidence and conclude that shelf registration leads to both increased underwriter competition and reduced due diligence.

Suggested Citation

  • Ann E. Sherman, 1999. "Underwriter Certification and the Effect of Shelf Registration on Due Diligence," Financial Management, Financial Management Association, vol. 28(1), Spring.
    • Handle: RePEc:fma:fmanag:sherman99
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    Citations

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    Cited by:

    1. Daniel M. Covitz & Paul Harrison, 2003. "Do banks strategically time public bond issuance because of the accompanying disclosure, due diligence, and investor scrutiny?," Finance and Economics Discussion Series 2003-37, Board of Governors of the Federal Reserve System (U.S.).
    2. Karpavičius, Sigitas & Suchard, Jo-Ann, 2018. "Institutional ownership and the choice of equity issue method," International Review of Financial Analysis, Elsevier, vol. 56(C), pages 73-84.
    3. Autore, Don M. & Kumar, Raman & Shome, Dilip K., 2008. "The revival of shelf-registered corporate equity offerings," Journal of Corporate Finance, Elsevier, vol. 14(1), pages 32-50, February.
    4. Covitz, Daniel M. & Harrison, Paul, 2004. "Do banks time bond issuance to trigger disclosure, due diligence, and investor scrutiny?," Journal of Financial Intermediation, Elsevier, vol. 13(3), pages 299-323, July.
    5. Fabrizio Adriani & Luca G. Deidda & Silvia Sonderegger, 2014. "How do Financial Intermediaries Create Value in Security Issues?," Review of Finance, European Finance Association, vol. 18(5), pages 1915-1951.
    6. Adriani, Fabrizio & Deidda, Luca & Sonderegger, Silvia, 2009. "The Role of Financial Intermediaries in Securities Issues: A Theoretical Analysis," MPRA Paper 16112, University Library of Munich, Germany.
    7. Nayar, Nandkumar (Nandu) & Stock, Duane, 2008. "Make-whole call provisions: A case of "much ado about nothing?"," Journal of Corporate Finance, Elsevier, vol. 14(4), pages 387-404, September.
    8. Ari Pandes, J., 2010. "Bought deals: The value of underwriter certification in seasoned equity offerings," Journal of Banking & Finance, Elsevier, vol. 34(7), pages 1576-1589, July.
    9. Koerniadi, Hardjo & Krishnamurti, Chandrasekhar & Lau, Sie Ting & Tourani-Rad, Alireza & Yang, Ting, 2015. "The role of internal and external certification mechanisms in seasoned equity offerings," Journal of Multinational Financial Management, Elsevier, vol. 30(C), pages 110-127.

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