This study comprises an investigation of the timing of initial public offerings (IPOs) and the role therein, of investment banks, in taking firms public. Most prior studies of IPOs and seasoned equity offerings (SEOs) investigate timing with respect to firm-specific or economy-wide conditions. Also, the vast majority of prior studies have apparently ignored the role of market timing often ascribed to underwriters by practitioners. The analysis in this study elucidates the matter of the long-run post-issue performance of IPOs documented in the literature. Evidence is provided here about the timing of IPO firms relative to market conditions before and after their offerings. It is shown that firms are, on average, more likely to go public when the market valuation of comparable stocks in the same industry is at its peak relative to the entire market. No evidence is found of a pattern of IPO firms timing their offerings with respect to market-wide conditions. Further, this study shows that IPO timing is a function of the reputation of investment banks who have expertise in the financial market. It is found that the more reputable investment banks possess a greater proficiency than their lesser known counterparts, in taking companies public when the market valuation of comparable stocks in the same industry is high. These results are found to be invariant with regard to several statistical tests and alternative explanations. / Ph. D.

Special Purpose Acquisition Companies (SPACs) are public shell entities uniquely constructed to acquire one or more privately held businesses. The transaction's structural characteristics put significant pressure on the management team's capabilities to find a suitable company to acquire within the predetermined time frame. This thesis investigates whether management team characteristics, such as operating experience and gender diversity, increases the likelihood of success in identifying the target company and conducting the merger. Although not statistically significant, the results indicate that SPACs led by “C-suite” operators do not have a higher likelihood of successfully consummating a business combination. Furthermore, our data indicates gender diversity to have a positive impact on acquisition likelihood. / Special Purpose Acquisition Companies (SPACs) är publika skalbolag konstruerade enkom i syfte att förvärva ett eller flera privata bolag. Transaktionen lägger stor vikt på ledningens förmåga att identifiera och förvärva en eller flera verksamheter inom en förbestämd tidsram. Studien undersöker huruvida relevanta karaktärsdrag i ledningsgruppen, såsom operationell erfarenhet och skillnader i kön, ökar sannolikheten att identifiera och förvärva dessa bolag. Resultatet av studien påvisar inget samband mellan operationell erfarenhet och ökad sannolikhet för förvärv, men däremot visar sig skillnader i kön inom ledningsgruppen ha en positiv inverkan på sannolikheten för förvärv. Sammantaget är resultaten dock inte statistiskt signifikanta.

This study investigates the effects of insider entrenchment on Chief Executive Officer (CEO) compensation in firms conducting an initial public offering (IPO). The sample comprises 220 US firms that went public between 1996 and 2002. Corporate governance choices regarding entrenchment are captured by six provisions in the corporate charter and bylaws, as well as five anti-takeover statutes, which may or may not be in effect in the state of incorporation. Firm-level items are supermajority requirements for charter amendments, bylaws amendments, and merger approvals, along with the presence or absence of a staggered board of directors, poison pills, and golden parachute agreements. The anti-takeover laws examined are Business Combination, Control Share Acquisition, Fair Price, Poison Pill Endorsement, and Constituencies Statutes. A factor analysis reveals three distinct components of entrenchment: firm- and state-level external entrenchment and firm-level internal entrenchment. External entrenchment is related to market control over management by means of corporate takeovers; internal entrenchment relates to shareholder control over management by means of their voting power. Evidence is found for a positive association between entrenchment at IPO and subsequent CEO cash and total compensation. These relationships are driven by firm-level external entrenchment. Firm-level external entrenchment is also significantly and positively associated with CEO stock-based compensation. The positive effects of entrenchment at IPO on CEO compensation appear not to be transitory and remain constant for at least five years post-IPO. Furthermore, entrenchment at IPO is shown to affect CEO pay-for-performance sensitivity. On balance, entrenchment reduces the sensitivity of CEO compensation to stock returns and returns on assets. The results of this study underscore the crucial importance of insiders' governance decisions made at the time of the IPO. Little support is found for a re-balancing of components of the CEO's compensation contract in response to entrenchment as predicted under the optimal contracting theory of compensation contracts. The findings of this study are almost entirely consistent with the managerial power theory, according to which entrenchment at IPO causes a permanent shift in bargaining power, which enables CEOs to influence compensation contracts in their favor.

This diploma thesis deals with the undervaluation of initial public offerings on the Russian market during the period of 2003-2014 using the ordinary least squares method. The main emphasis of the thesis lies in the development of primary emissions on the Russian market. Moreover, the previous literature is diversified by combining theory of asymmetric information with the analysis of market cycles. We have proved that shares are undervalued on average with the help of the latest figures from the Russian IPO market. By the subsequent analysis of the undervaluation phenomena and factors like age of the institution, size of the institution underwriters, market cycles, supply price of the issued shares, sector of the institution and P/E, P/CF indexes, we have arrived at the conclusion that the Russian IPO market is still developing. We have also demonstrated that in the case of high activity on the IPO market, the so called ¨hot period¨ on the market, and in the case of overpriced shares, the Russian IPO companies undervalue their shares. According to the analysis of the Russian IPO market, the main stress has been put on the companies that belong to the industrial and energy sectors and the analysis has also shown that the reputation of the underwriters does not influence the undervaluation of the...

[pt] Fundos de Private Equity e Venture Capital (PE/VC) investem, principalmente, em pequenas e médias empresas de capital fechado. Sua atuação junto a essas companhias mostra grande ativismo, muitas vezes com a implantação de boas práticas de governança e criação de valor nos processos, com o objetivo de proporcionar rápido crescimento e efetuar o desinvestimento com elevada rentabilidade. O objetivo deste trabalho é investigar a relação entre a participação societária de fundos de PE/VC antes do IPO e o desempenho de longo prazo das ações das companhias após a abertura de capital. Para tanto, as empresas foram divididas por setor econômico de atuação e duas análises foram realizadas: buy and hold e retorno anormal acumulado (CAR). O primeiro estudo apresenta resultados variados em cada setor. O grupo de empresas com presença prévia de PE/VC teve melhor desempenho somente nos setores de Consumo, Exploração Imobiliária, Saúde e Utilidade Pública. A segunda análise envolveu a comparação dos retornos das empresas com benchmarks setoriais e as regressões efetuadas apontaram que a participação de fundos de PE/VC influencia o CAR somente no período de seis meses após o IPO. Não foram encontradas evidências significativas entre a permanência desses fundos na estrutura societária das companhias e seus retornos de longo prazo. / [en] Private Equity and Venture Capital (PE/VC) funds invest primarily in small and medium private companies. Their partnership with these firms shows great activism, often with implementation of good governance practices and value creation in processes, aiming to provide fast growth and make disinvestment with high profitability. The objective of this study is to investigate the relationship between PE/VC investment in private firms and the long-term performance of these companies shares after the IPO. Companies were divided by industry and two analyzes were performed: buy and hold and cumulative abnormal return (CAR). The first analysis shows mixed results in each industry. The group of PE/VC-backed firms performed better only in the sectors of Consumption, Real Estate, Healthcare and Utilities. The second analysis involved a comparison of companies returns with industry benchmarks and the regressions performed showed that PE/VC investment has a positive significant relation with CAR six months after the IPO. No significant evidence of this relation was found when these funds held their position or part of that in the corporate structure of the companies.

[pt] Nos últimos 10 anos, bolsas de valores de vários países buscaram alianças ou implementaram novas regras de governança que, em geral, visam a proteger os acionistas minoritários. O Novo Mercado foi criado pela BOVESPA dentro desse contexto, inspirado no Neuer Markt alemão. Ao aderir às regras do Novo Mercado, as firmas garantem um maior nível de proteção aos seus acionistas minoritários, o que deve levar a um aumento dos preços das ações e, conseqüentemente, da capacidade de financiamento dessas firmas via mercado de capitais. Utilizando uma amostra de 46 Ofertas Públicas Iniciais de Ações de empresas privadas ocorridas na BOVESPA de 1994 a 2006, encontramos evidência de que empresas que optam pelo Novo Mercado, em média, vendem uma fração maior de seu capital (9,52% a mais) do que as empresas que optam por outros segmentos da BOVESPA. Nosso estudo também mostra um benefício do Novo Mercado ao qual não se tem dado tanta atenção. O aumento do preço facilita a venda de parte das ações existentes dos acionistas controladores, possibilitando uma diversificação de riqueza a custos mais baixos. O Novo Mercado parece ser tão importante para a capacidade de financiamento das empresas como para os ganhos de diversificação dos controladores. / [en] For the last 10 years, stock exchanges from several countries have been searching for alliances or implementing new corporate governance rules in order to protect minority shareholders. The Novo Mercado (New Market) was created by the Brazilian stock exchange, BOVESPA, in this context, inspired by the German Neuer Markt. By adhering to Novo Mercado rules, firms guarantee a higher level of minority shareholder protection, which should lead to an increase in stock prices and, as a consequence, on firm´s financing capacity through capital markets. Using a sample of 46 Initial Public Stock Offerings at BOVESPA from 1994 until 2006, we find that companies that list their shares at Novo Mercado sell, on average, a bigger fraction of their capital (9.52% more) when compared to those that list at other segments in BOVESPA. Our study also shows a benefit of Novo Mercado that has not being much discussed. Higher stock prices make it less costly for controlling stockholders to diversify their wealth. The Novo Mercado seems to be as relevant for financing companies as for diversifying shareholders´ portfolios.

Nesta pesquisa buscamos compreender a produção social da escala metropolitana em um contexto atual de mundialização financeira. Neste sentido, reunimos dados referentes à abertura de capital nas incorporadoras do setor da construção civil brasileiras, abordando a penetração do capital financeiro em suas estruturas e a ampliação da escala de produção e de atuação geográfica destas empresas a partir de 2005. Estes dados foram iluminados com um estudo simultâneo sobre o endividamento imobiliário urbano, por meio da abordagem dos leilões de imóveis, trazendo os conteúdos do desemprego para a compreensão crítica do crédito imobiliário urbano. O mapeamento dos dados se concentrou na Região Metropolitana de São Paulo. Identificamos o desdobramento da noção de moderna propriedade da terra em posse e propriedade, liberando a propriedade abstrata para circular como mercadoria e concentrando na posse as lutas cotidianas pela habitação. Constatamos a introdução do endividamento imobiliário como forma significativa de acesso à habitação nas periferias metropolitanas. Este endividamento foi compreendido como elemento de ritmanálise, capaz de transmitir os ritmos de valorização do capital mundial financeiro, definidos pela presença do capital fictício, aos ritmos de trabalho, de exploração e de espoliação urbanos, redefinindo o modo de vida metropolitano, notadamente por meio do acesso à habitação e à cidade. / In this research, we have sought to understand the social production of the metropolitan scale in the contemporary context of financial globalization. Having this in mind, we have gathered data concerning Initial Public Offerings (IPOs) by Brazilian construction firms, bringing into focus the penetration of finance capital into the firms structures, as well as the firms larger scale of operation and geographical reach from 2005 onwards. These data are clarified by a parallel investigation on urban mortgage indebtedness through an analysis of real estate auctions in connection to unemployment levels in metropolitan areas. Data mapping has been limited to the Metropolitan Area of São Paulo. We have recognized the development of modern landed property into (the opposing forms of) ownership and tenure as a process that makes it possible for abstract property to circulate as a commodity while everyday housing struggles focus on tenure rights. We have also noted that mortgage indebtedness has become a fundamental form of access to housing on the metropolitan peripheries. This mortgage indebtedness has been interpreted as an element of rhythmanalysis, in which the rhythms of the valorization of global finance capital characterized by the presence of fictitious capital are transmitted to the rhythms of labor, of urban exploitation and urban dispossession, reshaping the metropolitan way of life, especially with regard to the access to housing and to the city in a general sense.

本研究以羅吉斯迴歸模型探討影響上市櫃公司選擇籌資之因素，籌資工具包括股權與債務，並進一步探討若籌資工具為普通股，影響私募普通股或現金增資之因素。 實證結果發現，公司選擇以私募或公開發行管道籌措資金的決策，主要和下列因素有關：(1) 資訊不對稱程度愈高之公司，愈傾向以私募籌資；(2) 風險愈高之公司，愈傾向以私募籌資；(3) 信用品質愈差之公司，愈傾向以私募籌資；(4) 成長性愈強之公司，愈不傾向以私募籌資；(5) 股票市場情況愈好，公司愈不傾向以私募籌資。 公司選擇以私募普通股或現金增資籌措資金的決策，主要和下列因素有關：(1) 資訊不對稱程度愈高之公司，愈傾向以私募普通股籌資；(2) 風險愈高之公司，愈傾向以私募普通股籌資；(3) 股票市場情況愈好，公司愈不傾向以私募籌資。 / This research uses Logistic Model to investigate some specific factors which may influence firms’ choices between issuing securities in private market (private placement) and in public market (public offering). As for the funding mechanism, both equity securities and debt securities are included. Then the range of funding mechanism is narrowed to common stock and this research analyzes the possible factors which influence firms’ choices between issuing private equity and seasoned equity offering follows. The empirical results on the choices between issuing in private market or public market indicate the following: (1) Firms with higher information asymmetry tend to raise fund by private placement rather than by public offering. (2) Firms with higher operating risk tend to raise fund by private placement rather than by public offering. (3) Firms with worse credit quality tend to raise fund by private placement rather than by public offering. (4) Firms with stronger growth potential tend to raise fund by public offering rather than by private placement. (5) When the performance of the stock market is better, firms tend to raise fund by public offering rather than by private placement. The empirical results on the choices between issuing private equity or seasoned equity offerings indicate the following: (1) Firms with higher information asymmetry tend to raise fund by private equity rather than by seasoned equity offering. (2) Firms with higher operating risk tend to raise fund by private equity rather than by seasoned equity offering. (3) When the performance of the stock market is better, firms tend to raise fund by seasoned equity offering rather than by private equity.

<p>IPO underpricing is a phenomenon found in all markets worldwide. Investors are always looking for a good opportunity of short-term abnormal positive returns, and the IPOs first-day trading returns have been a good investment strategy for both institutional and private investors in all markets of the world.</p><p>This study consists at an investor’s perspective analysis of the first-day returns of 59 IPOs listed on the Brazilian Stock Exchange Market from January 2004 to April 2007, where I have found a significantly mean positive underpricing of 6,60%.</p><p>I have found also some evidences of a sprouting “hot-market” period in Brazil, since the number of the IPOs in Brazil has been growing almost in an exponential speed, taking advantage of the constant growing cash inflow and liquidity of the Brazilian market, followed by the high evaluation of the Ibovespa Index, with return of 140% on the study time frame.</p><p>When categorizing the study by year, by underwriter (investment bank) and by market segment, I always have found positive adjusted initial returns, which corroborates the fact that underpricing is a constant phenomenon in the Brazilian market.</p><p>Other important facts that were identified in this study is that the average returns of the IPOs are decreasing along the years and that companies that depend to a large extent on their human capital and are in the business areas that are staff intensive have a high level of underpricing while companies that have a high level of fixed assets have a low level of underpricing.</p><p>Finally, after performing a multivariate linear regression analysis with the chosen independent variables on the full sample and some categorized samples, the results did not have enough statistical significance and consistence that could make them useful to create a statistical model to explain the underpricing level of Brazilian IPOs between January 2004 and April 2007.</p>

IPO underpricing is a phenomenon found in all markets worldwide. Investors are always looking for a good opportunity of short-term abnormal positive returns, and the IPOs first-day trading returns have been a good investment strategy for both institutional and private investors in all markets of the world. This study consists at an investor’s perspective analysis of the first-day returns of 59 IPOs listed on the Brazilian Stock Exchange Market from January 2004 to April 2007, where I have found a significantly mean positive underpricing of 6,60%. I have found also some evidences of a sprouting “hot-market” period in Brazil, since the number of the IPOs in Brazil has been growing almost in an exponential speed, taking advantage of the constant growing cash inflow and liquidity of the Brazilian market, followed by the high evaluation of the Ibovespa Index, with return of 140% on the study time frame. When categorizing the study by year, by underwriter (investment bank) and by market segment, I always have found positive adjusted initial returns, which corroborates the fact that underpricing is a constant phenomenon in the Brazilian market. Other important facts that were identified in this study is that the average returns of the IPOs are decreasing along the years and that companies that depend to a large extent on their human capital and are in the business areas that are staff intensive have a high level of underpricing while companies that have a high level of fixed assets have a low level of underpricing. Finally, after performing a multivariate linear regression analysis with the chosen independent variables on the full sample and some categorized samples, the results did not have enough statistical significance and consistence that could make them useful to create a statistical model to explain the underpricing level of Brazilian IPOs between January 2004 and April 2007.