Underwriter Certification and the Effect of Shelf Registration on Due Diligence
研究货架注册制度如何削弱承销商的尽职调查,解释为何货架股权发行稀少,并预测该制度会加剧承销商竞争并降低尽职调查质量。
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.