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시간외대량매매 및 유상증자에 있어 기업과 투자은행간 주간사 계약에 관한 연구

  • 김석봉 고려대학교 경영대학 박사과정
  • 박경서 고려대학교 경영대학 교수
  • 정찬식 동아대학교 경영대학 교수
본 연구는 정보비대칭 정도가 상이한 시간외대량매매 및 유상증자라는 두 가지 거래상황하에서 기업과 투자은행간의 주간사 계약에 미치는 요인들을 분석하고, 계약의 이행시 투자은행이 보여주는 기회주의적 행태에 초점을 두어, 이들이 주식의 발행(매각) 가격에 어떠한 영향을 미치는가를 분석한다. 실증분석 결과 첫째, 유상증자시 총액/잔액 인수 계약을 체결할 경우 모집주선 계약에 비하여 가격할인 정도와 저가발행 정도가 증가한 반면, 시간외대량매매 거래에서 계약의 형태는 가격할인과 저가발행에 별다른 영향을 주지 않았다. 유상증자에 비해 정보비대칭 정도가 높은 시간외대량매매시 투자은행은 수수료는 많이 받으면서 계약의 형태와 관계없이 체결 가능한 가격으로 매각을 하는 기회주의적 행태를 보여 양 계약간의 저평가 정도는 유사하게 나타난 것으로 보인다. 둘째, 시간외대량매매시 주간사가 많을수록 가격할인 정도가 감소하였다. 이는 주간사가 많을수록 이들 간의 치열한 경쟁으로 인해 매도가격이 상향조정 되기 때문인 것으로 해석된다. 셋째, 시간외대량매매의 경우 주식매도 기업 주가의 불확실성이 클수록 총액/잔액인수 계약을 체결하는 경향이 있는 반면, 유상증자의 경우 발행사는 협상력을 바탕으로 거래의 확실성을 위해 총액/잔액인수 계약을 선호하게 되는 것으로 나타났다.
시간외대량매매; 유상증자; 총액/잔액인수; 모집주선; 정보비대칭; Overnight Block Trades; New Equity Issues; Firm Commitment Contract; Best Efforts Contract; Information Asymmetry

Study on the Underwriting Contracts between Firms and Investment Banks for Overnight Block Trades and New Equity Issues

  • Suk Bong Kim
  • Kyung Suh Park
  • Chan Shik Jung
This study analyzes the factors which affect the underwriting contracts between firms and investment banks under two situations with different levels of information asymmetry, overnight block trades and new equity issues. This study focuses on the opportunistic behavior investment banks show while executing these contracts to analyze how the firm and investment bank affect the offer (sale) price. Previous studies conducted on opportunistic behavior of investment banks in possession of superior information on capital markets have focused mostly on its effects on pricing of initial or new equity issues, while not enough analysis has been conducted on investment banks’ opportunistic behavior and their respective effects on pricing which differ by type of underwriting contracts. Therefore, we have chosen to look into overnight block trades and new equity issues to differentiate the information asymmetry in which investment banks pursue their opportunistic behavior. In cases with high information asymmetry, that is overnight block trade, investment banks do not necessarily behave in line with sellers’ expectations. Rather, they are much more inclined to take advantage of the situation to maximize their share of the profits even by placing the sellers’ best interests at stake. When information asymmetry is low, that is the case with new equity issues, however, investment banks more readily act in line with the sellers’ expectations, regardless to the type of underwriting contract. In selection of investment banks, firms need to first decide whether to deal with one or multiple underwriting investment banks and whether they should sign a contract based on best efforts or firm commitment. From the perspective of investment banks, as part of their effort to maximize profits, they must also take into consideration their relationships with the sellers as well as the investors. In the case of overnight block trades, in which information asymmetry is high, investment banks show ample opportunistic behavior because it is relatively difficult for the firms to monitor investment banks’ activities. It is likely that investment banks, even when they receive a higher fee for additional risk taken in firm commitment contracts, will sell the shares at whichever price they can get from the market. In other words, the level of discount and underpricing is similar for each type of contract, which is against the anticipation of sellers who expect higher deal certainty and low discount level from firm commitment contracts than best efforts ones. However, from investment banks’ perspective, their main interest is to raise fees and reap the best economic benefits they can while lowering their underwriting risk, which inhibit them from putting in much effort to lower discount rates. Thus, for the best interest of the sellers, if the pricing is similar between the two types of contracts, it would prove to be more economic for them to pursue a best efforts contract. In the case of new equity issues with relatively low information asymmetry, investment banks are much more constrained from pursuing opportunistic behavior. Consequently, they prone to act less opportunistically by focusing more on meeting the expectations of the principal, regardless to whether the contract is best efforts or firm commitment. For example, for shareholder placement new equity issues, the majority of shareholders prefer firm commitment contracts as a way to maximize deal certainty and low pricing to minimize acquisition cost. For investment banks, a firm commitment contract is also a suitable as a way to secure their relationships with the sellers for future business opportunities while pursuing to lower pricing to minimize their underwriting risk. In such cases, the optimal alignment of interest between the principal and the investment bank takes place. Our findings from this study are as follows. Firstly, in the case of new equity issues, the level of discount and underpricing tends to increase for firm commitment contracts compared to that of best efforts contracts. This is due to the low level of information asymmetry in new equity issues, allowing investment banks to focus more on minimizing their underwriting risks rather than on showing opportunistic behavior to maximize profit. In the case of overnight block trades, however, the level of discount and underpricing is not dependent on the form of contract. This is due to the high level of information asymmetry involved in the course of overnight block trades, enticing investment banks to commit opportunistic behavior by executing transactions at any possible price even when it is against the interest of the sellers. Secondly, we find that in the case of overnight block trades, the level of discount tends to decrease as more investment banks are involved as bookrunners. This is due to the competition amongst investment banks in their common interest to maintain a positive business relationship with the sellers in the future. Thirdly, we find that in the case of overnight block trades, firms prefer firm commitment contracts with investment banks when the volatility of the firm’s stock price is high. On the other hand, in the case of new equity issues, firms prefer firm commitment contracts with investment banks when they have a stronger bargaining power over investment banks.