Abstract: The Investment Banking Contract for New Issues Under Asymmetric Information: Delegation and the Incentive Problem
研究发行方如何设计合同，激励投资银行在注册期通过预售获取私有信息，同时防止银行为减少销售努力而故意压低发行价，并证明将定价权委托给银行可能是最优的。
In placing a new security issue, an investment banker has an opportunity to obtain private information by conducting preselling activities during the registration period. The task of the issuer is to design a contract that both induces the banker to use this information to the issuer's advantage and provides a disincentive for the banker to price the issue too low in order to reduce the effort required to sell the issue. This paper characterizes the class of price response functions that the issuer can induce the banker to choose under a delegation scheme and demonstrates that delegating the pricing decision to the banker can be optimal. MOST NEW SECURITY ISSUES are managed and distributed by investment banking syndicates that perform three basic services for the issuer of the securities. First, investment bankers provide advice and counsel regarding the type of securities to be issued, coupon rates, maturity, timing, offer price, etc. Second, the banking syndicate serves an underwriting function by bearing some or all of the risk associated with the proceeds of the issue. Third, the syndicate performs a distribution function by selling the securities to investors. The underwriting or risk-sharing function has been analyzed by Mandelker and Raviv [12] who determined conditions under which firm commitment, best efforts, and standby arrangements are optimal under the assumption that the issuer and the banker have symmetric information regarding the proceeds from a new issue. Also using the assumption of symmetric information, Baron [1] investigated the pricing and distribution of new issues and the incentive problem resulting from the inability of the issuer to observe the effort expended by the banker in distributing the securities. To mitigate the incentive problem in that case, the issuer must sacrifice some gains from optimal risk sharing in order to induce the banker, through the design of the commission payment, to expend more effort in selling the issue than the banker would otherwise expend. When the issuer and the banker have symmetric information regarding the demand for the issue, the issuer has no reason to seek advice from the investment banker. A principal reason for utilizing the services of an investment banker, however, is that the banker may have better information than does the issuer