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IPO underpricing and international corporate governance

Author

Listed:
  • Thomas J Boulton

    (Farmer School of Business, Miami University, Oxford, USA)

  • Scott B Smart

    (Kelley School of Business, Indiana University, Bloomington, USA)

  • Chad J Zutter

    (Katz Graduate School of Business, University of Pittsburgh, Pittsburgh, USA)

Abstract

It is well established that a link exists between a country's legal system and the size, liquidity, and value of its capital markets. We study how differences in country-level governance affect the underpricing of initial public offerings (IPOs). Examining 4462 IPOs across 29 countries from 2000 to 2004, we find the surprising result that underpricing is higher in countries with corporate governance that strengthens the position of investors relative to insiders. We conjecture that when countries give outsiders more influence, IPO issuers underprice more to generate excess demand for the offer, which in turn leads to greater ownership dispersion and reduces outsiders’ incentives to monitor the behavior of corporate insiders. In other words, underpricing is a cost that insiders pay to maintain control in countries with legal systems designed to empower outsiders. Consistent with this control motivation for underpricing, we find that underpricing has a negative association with post-IPO outside blockholdings and a positive association with private control benefits. In addition, firms whose insiders are entrenched either by majority ownership or by dual-class structures do not underprice more in countries with better governance. In these firms the ownership structure protects managers from outside influence, eliminating the incentive to increase outside ownership dispersion through underpricing.

Suggested Citation

  • Thomas J Boulton & Scott B Smart & Chad J Zutter, 2010. "IPO underpricing and international corporate governance," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 41(2), pages 206-222, February.
  • Handle: RePEc:pal:jintbs:v:41:y:2010:i:2:p:206-222
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    Cited by:

    1. repec:eee:mulfin:v:42-43:y:2017:i::p:95-115 is not listed on IDEAS
    2. Denis Cormier & Pascale Lapointe-Antunes & Bruce J. McConomy, 2014. "Forecasts in IPO Prospectuses: The Effect of Corporate Governance on Earnings Management," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 41(1-2), pages 100-127, January.
    3. Espenlaub, Susanne & Goyal, Abhinav & Mohamed, Abdulkadir, 2016. "Impact of legal institutions on IPO survival: A global perspective," Journal of Financial Stability, Elsevier, vol. 25(C), pages 98-112.
    4. Liu, Jianlei & Uchida, Konari & Gao, Ruidong, 2014. "Legal protection and underpricing of IPOs: Evidence from China," Pacific-Basin Finance Journal, Elsevier, vol. 27(C), pages 163-187.
    5. Caglio, Cecilia & Hanley, Kathleen Weiss & Marietta-Westberg, Jennifer, 2016. "Going public abroad," Journal of Corporate Finance, Elsevier, vol. 41(C), pages 103-122.
    6. Lewellyn, Krista B. & Bao, Shuji ‘Rosey’, 2014. "A cross-national investigation of IPO activity: The role of formal institutions and national culture," International Business Review, Elsevier, vol. 23(6), pages 1167-1178.
    7. Paul B. McGuinness, 2016. "Post-IPO performance and its association with subscription cascades and issuers’ strategic-political importance," Review of Quantitative Finance and Accounting, Springer, vol. 46(2), pages 291-333, February.
    8. Cecilia Caglio & Kathleen Weiss Hanley & Jennifer Marietta-Westberg, 2016. "What Does It Take to List Abroad? The Role of Global Underwriters," Finance and Economics Discussion Series 2016-041, Board of Governors of the Federal Reserve System (U.S.).
    9. Gupta, Manu & Prakash, Puneet & Rangan, Nanda K., 2013. "Equity issue-specific versus broad regulatory protections against expropriation risk: International evidence from SEOs," Journal of International Money and Finance, Elsevier, vol. 35(C), pages 146-166.
    10. Benson, David F. & Brau, James C. & Cicon, James & Ferris, Stephen P., 2015. "Strategically camouflaged corporate governance in IPOs: Entrepreneurial masking and impression management," Journal of Business Venturing, Elsevier, vol. 30(6), pages 839-864.
    11. repec:eee:mulfin:v:41:y:2017:i:c:p:1-22 is not listed on IDEAS
    12. repec:eee:iburev:v:26:y:2017:i:5:p:828-838 is not listed on IDEAS
    13. repec:pal:jintbs:v:48:y:2017:i:6:d:10.1057_s41267-016-0054-8 is not listed on IDEAS
    14. Jen-Sin Lee & Chin-Tai Kuo & Pi-Hsia Yen, 2011. "Market States and Initial Returns: Evidence from Taiwanese IPOs," Emerging Markets Finance and Trade, Taylor & Francis Journals, vol. 47(2), pages 6-20, March.
    15. repec:eee:worbus:v:52:y:2017:i:5:p:628-639 is not listed on IDEAS
    16. Hearn, Bruce, 2014. "The impact of institutions, ownership structure, business angels, venture capital and lead managers on IPO firm underpricing across North Africa," Journal of Multinational Financial Management, Elsevier, vol. 24(C), pages 19-42.
    17. Autore, Don M. & Boulton, Thomas J. & Smart, Scott B. & Zutter, Chad J., 2014. "The impact of institutional quality on initial public offerings," Journal of Economics and Business, Elsevier, vol. 73(C), pages 65-96.
    18. Jen-Sin Lee & Chin-Tai Kuo & Pi-Hsia Yen, 2011. "Market States and Initial Returns: Evidence from Taiwanese IPOs," Emerging Markets Finance and Trade, Taylor & Francis Journals, vol. 47(2), pages 6-20, March.
    19. Costa, Bruce A. & Crawford, Anthony & Jakob, Keith, 2013. "Does culture influence IPO underpricing?," Journal of Multinational Financial Management, Elsevier, vol. 23(1), pages 113-123.
    20. Cai, Kelly & Zhu, Hui, 2015. "Cultural distance and foreign IPO underpricing variations," Journal of Multinational Financial Management, Elsevier, vol. 29(C), pages 99-114.
    21. William Q. Judge & Michael A. Witt & Alessandro Zattoni & Till Talaulicar & Jean Jinghan Chen & Krista Lewellyn & Helen Wei Hu & Dhirendra Shukla & R. Greg Bell (Robert) & Jonas Gabrielsson & Felix Lo, 2015. "Corporate governance and IPO underpricing in a cross-national sample: A multilevel knowledge-based view," Strategic Management Journal, Wiley Blackwell, vol. 36(8), pages 1174-1185, August.

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