IDEAS home Printed from https://ideas.repec.org/a/kap/rqfnac/v54y2020i4d10.1007_s11156-019-00830-7.html
   My bibliography  Save this article

The certification role of insider participation in PIPEs

Author

Listed:
  • Ioannis V. Floros

    (University of Wisconsin-Milwaukee)

  • Nandu J. Nagarajan

    (University of Texas at Arlington)

  • Shiva Sivaramakrishnan

    (Rice University)

Abstract

In this paper we provide new insights into the motives underlying insider participation in private investments in public equity (PIPEs) by considering the association among insider participation, pricing, and contractual terms. PIPEs are a financing choice that have become popular over the last decade and frequently involve insider participation. We find that board seats and weak pre-PIPE performance are important determinants of insider participation. We also find evidence in support of the certification motive for insider participation. In particular, we show that insider participation is associated with lower PIPE discounts and improved future firm operating performance. Announcement wealth effects are significantly higher when insiders participate than when they are absent both for single and repeated PIPE transactions. We extend the prior literature by documenting that the insider certification effect also exists for repeated PIPE transactions and that the granting of control mechanisms, such as board seats, is an important component of contractual arrangements in insider participation, potentially to achieve incentive alignment by mitigating moral hazard considerations.

Suggested Citation

  • Ioannis V. Floros & Nandu J. Nagarajan & Shiva Sivaramakrishnan, 2020. "The certification role of insider participation in PIPEs," Review of Quantitative Finance and Accounting, Springer, vol. 54(4), pages 1417-1447, May.
    • Handle: RePEc:kap:rqfnac:v:54:y:2020:i:4:d:10.1007_s11156-019-00830-7
    DOI: 10.1007/s11156-019-00830-7
    as

    Download full text from publisher

    File URL: http://link.springer.com/10.1007/s11156-019-00830-7
    File Function: Abstract
    Download Restriction: Access to full text is restricted to subscribers.
    File URL: https://libkey.io/10.1007/s11156-019-00830-7?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Hamish D. Anderson, 2006. "Discounted Private Placements in New Zealand: Exploitation or Fair Compensation?," Review of Pacific Basin Financial Markets and Policies (RPBFMP), World Scientific Publishing Co. Pte. Ltd., vol. 9(04), pages 533-548.
    2. Arena, Matteo P. & Ferris, Stephen P., 2007. "When managers bypass shareholder approval of board appointments: Evidence from the private security market," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 485-510, September.
    3. Mark Grinblatt & Chuan Yang Hwang, "undated". "Signalling and the Pricing of Unseasoned New Issues," Rodney L. White Center for Financial Research Working Papers 1-89, Wharton School Rodney L. White Center for Financial Research.
    4. Barclay, Michael J. & Holderness, Clifford G. & Sheehan, Dennis P., 2007. "Private placements and managerial entrenchment," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 461-484, September.
    5. Dai, Na, 2011. "Monitoring via staging: Evidence from Private investments in public equity," Journal of Banking & Finance, Elsevier, vol. 35(12), pages 3417-3431.
    6. Wruck, Karen Hopper, 1989. "Equity ownership concentration and firm value : Evidence from private equity financings," Journal of Financial Economics, Elsevier, vol. 23(1), pages 3-28, June.
    7. Krishnamurthy, Srinivasan & Spindt, Paul & Subramaniam, Venkat & Woidtke, Tracie, 2005. "Does investor identity matter in equity issues? Evidence from private placements," Journal of Financial Intermediation, Elsevier, vol. 14(2), pages 210-238, April.
    8. Billett, Matthew T. & Elkamhi, Redouane & Floros, Ioannis V., 2015. "The influence of investor identity and contract terms on firm value: Evidence from PIPEs," Journal of Financial Intermediation, Elsevier, vol. 24(4), pages 564-589.
    9. Dai, Na, 2007. "Does investor identity matter? An empirical examination of investments by venture capital funds and hedge funds in PIPEs," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 538-563, September.
    10. Grinblatt, Mark & Hwang, Chuan Yang, 1989. " Signalling and the Pricing of New Issues," Journal of Finance, American Finance Association, vol. 44(2), pages 393-420, June.
    11. Hsieh, Jim & King, Tao-Hsien Dolly, 2019. "The Importance of Blockholder Heterogeneity: Security Market Effects and Follow-On Activities," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 54(1), pages 101-153, February.
    12. Wu, YiLin, 2004. "The choice of equity-selling mechanisms," Journal of Financial Economics, Elsevier, vol. 74(1), pages 93-119, October.
    13. Leland, Hayne E & Pyle, David H, 1977. "Informational Asymmetries, Financial Structure, and Financial Intermediation," Journal of Finance, American Finance Association, vol. 32(2), pages 371-387, May.
    14. Hertzel, Michael G & Smith, Richard L, 1993. "Market Discounts and Shareholder Gains for Placing Equity Privately," Journal of Finance, American Finance Association, vol. 48(2), pages 459-485, June.
    15. Rivers, Douglas & Vuong, Quang H., 1988. "Limited information estimators and exogeneity tests for simultaneous probit models," Journal of Econometrics, Elsevier, vol. 39(3), pages 347-366, November.
    16. De-Wai Chou & Michael Gombola & Feng-Ying Liu, 2010. "Earnings management and long-run stock performance following private equity placements," Review of Quantitative Finance and Accounting, Springer, vol. 34(2), pages 225-245, February.
    17. Brown, James R. & Floros, Ioannis V., 2012. "Access to private equity and real firm activity: Evidence from PIPEs," Journal of Corporate Finance, Elsevier, vol. 18(1), pages 151-165.
    18. Wruck, Karen H. & Wu, YiLin, 2009. "Relationships, corporate governance, and performance: Evidence from private placements of common stock," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 30-47, February.
    19. David J. Brophy & Paige P. Ouimet & Clemens Sialm, 2009. "Hedge Funds as Investors of Last Resort?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 541-574, February.
    20. Sheng-Syan Chen & Kim Wai Ho & Cheng-Few Lee & Gillian H. H. Yeo, 2002. "Long-run Stock Performance of Equity-Issuing Firms: The Case of Private Placements in Singapore," Review of Pacific Basin Financial Markets and Policies (RPBFMP), World Scientific Publishing Co. Pte. Ltd., vol. 5(03), pages 417-438.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Barg, Johannes A. & Drobetz, Wolfgang & Momtaz, Paul P., 2021. "Valuing start-up firms: A reverse-engineering approach for fair-value multiples from venture capital transactions," Finance Research Letters, Elsevier, vol. 43(C).
    2. Andriosopoulos, Dimitris & Panetsidou, Styliani, 2021. "A global analysis of Private Investments in Public Equity," Journal of Corporate Finance, Elsevier, vol. 69(C).

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Hsu, Ching-Yu & Chen, Sheng-Syan & Huang, Chia-Wei, 2021. "Board independence and PIPE offerings," International Review of Economics & Finance, Elsevier, vol. 75(C), pages 478-500.
    2. Paul P. Momtaz, 2023. "The economics of PIPEs, revisited," Small Business Economics, Springer, vol. 60(1), pages 59-83, January.
    3. Lim, Jongha & Schwert, Michael & Weisbach, Michael S., 2021. "The economics of PIPEs," Journal of Financial Intermediation, Elsevier, vol. 45(C).
    4. Chen, Sheng-Syan & Hsu, Ching-Yu & Huang, Chia-Wei, 2016. "The white squire defense: Evidence from private investments in public equity," Journal of Banking & Finance, Elsevier, vol. 64(C), pages 16-35.
    5. Floros, Ioannis V. & Sapp, Travis R.A., 2012. "Why do firms issue private equity repeatedly? On the motives and information content of multiple PIPE offerings," Journal of Banking & Finance, Elsevier, vol. 36(12), pages 3469-3481.
    6. Seth Armitage & Dionysia Dionysiou & Angelica Gonzalez, 2014. "Are the Discounts in Seasoned Equity Offers Due to Inelastic Demand?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 41(5-6), pages 743-772, June.
    7. Kai-Shi Chuang, 2020. "Private placements, market discounts and firm performance: the perspective of corporate life cycle analysis," Review of Quantitative Finance and Accounting, Springer, vol. 54(2), pages 541-564, February.
    8. Barg, Johannes A. & Drobetz, Wolfgang & Momtaz, Paul P., 2021. "Valuing start-up firms: A reverse-engineering approach for fair-value multiples from venture capital transactions," Finance Research Letters, Elsevier, vol. 43(C).
    9. Suichen Xu & Janice How & Peter Verhoeven & Tom Smith, 2017. "Corporate governance and private placement issuance in Australia," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 57(3), pages 907-933, September.
    10. Dahiya, Sandeep & Klapper, Leora & Parthasarathy, Harini & Singer, Dorothe, 2017. "Equity raising by Asian firms: Choosing between PIPEs and SEOs," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 64-83.
    11. Liang, Hsiao-Chen & Jang, Woan-Yuh, 2013. "Information asymmetry and monitoring in equity private placements," The Quarterly Review of Economics and Finance, Elsevier, vol. 53(4), pages 460-475.
    12. Andriosopoulos, Dimitris & Panetsidou, Styliani, 2021. "A global analysis of Private Investments in Public Equity," Journal of Corporate Finance, Elsevier, vol. 69(C).
    13. Chen, An-Sing & Cheng, Lee-Young & Cheng, Kuang-Fu & Chih, Shu-Wei, 2010. "Earnings management, market discounts and the performance of private equity placements," Journal of Banking & Finance, Elsevier, vol. 34(8), pages 1922-1932, August.
    14. John, Kose & Mateti, Ravi S. & Vasudevan, Gopala & Amira, Khaled, 2016. "Investor protection and firm value: Evidence from PIPE offerings," Journal of Financial Stability, Elsevier, vol. 26(C), pages 78-89.
    15. Brown, James R. & Floros, Ioannis V., 2012. "Access to private equity and real firm activity: Evidence from PIPEs," Journal of Corporate Finance, Elsevier, vol. 18(1), pages 151-165.
    16. Otsubo, Minoru, 2017. "Why do firms underwrite private placement shares of other firms? Case of Japanese firms," Pacific-Basin Finance Journal, Elsevier, vol. 41(C), pages 75-92.
    17. Seth Armitage, 2010. "Block Buying and Choice of Issue Method in UK Seasoned Equity Offers," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 37(3-4), pages 422-448.
    18. Chen, Hsuan-Chi & Dai, Na & Schatzberg, John D., 2010. "The choice of equity selling mechanisms: PIPEs versus SEOs," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 104-119, February.
    19. Jing Lin & Steven X. Zheng & Mingshan Zhou, 2020. "Wealth transfer through private placements: Evidence from China," The Financial Review, Eastern Finance Association, vol. 55(2), pages 199-219, May.
    20. Dong, Gang Nathan & Gu, Ming & He, Hua, 2020. "Invisible hand and helping hand: Private placement of public equity in China," Journal of Corporate Finance, Elsevier, vol. 61(C).

    More about this item

    Keywords

    Private investment in public equity; PIPEs; Insiders; Contract terms; Certification and monitoring; Shareholder approval rule;
    All these keywords.

    JEL classification:

    • G23 - Financial Economics - - Financial Institutions and Services - - - Non-bank Financial Institutions; Financial Instruments; Institutional Investors
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G39 - Financial Economics - - Corporate Finance and Governance - - - Other

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:kap:rqfnac:v:54:y:2020:i:4:d:10.1007_s11156-019-00830-7. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Sonal Shukla or Springer Nature Abstracting and Indexing (email available below). General contact details of provider: http://springer.com .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.