Professional Documents
Culture Documents
1.1 INTRODUCTION
Origin
were providing services for syndication of loans and raising of equity apart
from other advisory services.
It was in 1972 that the Banking Commission Report asserted the need for
merchant banking services in India by the public sector banks. Based on the
American experience, which led to the passage of the Glass-Steagall Act, the
commission recommended a separate structure for merchant banks distinct
from commercial banks and financial institutions. Merchant banks were
meant to manage investments and provide advisory services.
Following the above recommendation, the SBI set up its merchant banking
division in 1972. Other banks such as the Bank of India, Central Bank of
India, Bank of Baroda, Syndicate bank, Punjab National Bank, Canara Bank
followed suit to set up their merchant banking outfits. ICICI was the first
financial institution to set up its merchant banking division in 1973. The
later entrants were IFCI and IDBI with the latter setting its merchant
banking division in1992. However, by the mid eighties and early nineties,
most of the merchants banking divisions of public sector banks were spun
off as separate subsidiaries. SBI set up SBI Capital Markets Ltd in1986.
Other such as Canara Bank, BOB, PNB, Indian Bank and ICICI Crated
separate merchant banking entities. IDBI created IDBI Capital markets
much later since merchant banking was initially formed a division of IDBI
in 1992.
Merchant banking in India was given a shot in the advent of SEBI in 1988.
And the subsequent introduction of free pricing of primary market equity
issues in 1992.However, post-1992, the merchant banking industry was
largely driven by issue management activity which fluctuated with the trends
in the primary market. There have been phases of hectic activity followed by
severe downturn in business. SEBI started to regulate the merchant banking
activity in 1992 and majority of the merchant bankers registered with SEBI
were either in issue management or associated activity such as underwriting
or advisorship. SEBI had four categories of merchant bankers with varying
eligibility criteria based on their networth. The highest number of registered
merchant bankers with SEBI was seen in the mid-nineties but the numbers
have dwindled since due to the inactivity in the primary market.
hand and the capital market on the other are the two broad platforms of
institutional intermediation for capital flows in the economy. Therefore, it
can be inferred that investment banks are the counterparts of banks in the
capital market in discharging the critical function of pooling and allocation
of capital.
The ‘Dictionary of Banking and Finance defines ‘investment bank’ as
a term used in the US to mean ‘a bank which deals with the underwriting of
new issues and advises corporations on their financial affairs’. This
definition obviously captures the core activity of an investment bank
pertaining to capital market floatations and financial advisory service to
corporations. A broader definition is provided by Bloomberg which defines
an investment bank as a ‘financial intermediary that performs a variety of
services, including aiding in the sale of securities, facilitating mergers and
other corporate re-organisations, acting as brokers to both individual and
institutional clients and trading for its own account.
1.6 BACKGROUND
of the bank's clients and also for the bank itself. Banks undertake risk
through proprietary trading, done by a special set of traders who do not
interface with clients and through Principal Risk undertaken by a trader after
he or she buys or sells a product to a client and does not hedge his or her
total exposure. Banks seek to maximize profitability for a given amount of
risk on their balance sheet.
The primary revenue sources of the investment banking industry are from
the placement of new debt and equity issues with public and private
investors, and the fees associated with mergers and acquisitions (M&A).
Investment banks also purchase new debt and equity issues for their own
accounts, acting as the market ‘maker,’ and actively trade other financial
instruments. Most investment banks are active securities and currency
traders and also provide asset management services for wealthy clients and
retirement and investment funds. Thirty percent of industry revenue comes
from merger and acquisition fees and associated stock transactions, 15
percent from helping corporations and governments issue bonds, 20 percent
from active trading in financial instruments and 10 percent from interest
income.
Due the over dependence on issue management activity in the initial years,
most merchant banks perished in the primary market downturn that followed
If a company (or any other entity) wants to raise money, the company has
two options: 1) borrow from a commercial bank or 2) issue stock or bonds in
the capital markets. In order to take advantage of the capital markets, the
company or other entity needs an investment banker. The investment banker
buys the company's stocks or bonds and then tries to resell them to interested
investors (like mutual funds, pension funds, or individual investors). The
process is called underwriting securities. The investment bank gives the
issuing company needed funds, and takes on the risk (sometimes substantial
risk) of owning the securities. The process is risky because the bank may not
be able to sell the securities later and thus would lose a lot of money. The
bank also provides services such as setting up deals between merger and
acquisition partners. The investment bank makes money on the later sale of
these securities.
2.1 INTRODUCTION
At the macro level, investment banking is related with the primary function
of assisting the capital market in its function of capital intermediation, i.e.,
the movement of financial resources from those who have them (the
investors), to those who need to make use of them for producing GDP (the
issuers). Over the decades, investment banks have always suited the needs of
the finance community and thus become one of the most vibrant and
exciting segment of financial services.
Raising Capital
These services are primarily relevant only to publicly traded firms, or firms
which plan to go public in the near future. Specific functions include making
a market in a stock, placing new offerings, and publishing research reports.
Any firm contemplating a significant transaction can benefit from the advice
of an investment bank. Although large corporations often have sophisticated
finance and corporate development departments, an investment bank
provides objectivity, a valuable contact network, allows for efficient use of
client personnel, and is vitally interested in seeing the transaction close.
Most small to medium sized companies do not have a large in-house staff,
and in a financial transaction may be at a disadvantage versus larger
competitors. A quality investment banking firm can provide the services
required to initiate and execute a major transaction, thereby empowering
small to medium sized companies with financial and transaction experience
without the addition of permanent overhead.
Investment banking is a service business, and the client should expect top-
notch service from the investment banking firm. Generally only large client
firms will get this type of service from the major Wall Street investment
banks; companies with less than about $100 million in revenues are better
served by smaller investment banks. Some criteria to consider include:
Services Offered
For all functions except sales and trading, the services should go well
beyond simply making introductions, or "brokering" a transaction. For
example, most projects will include detailed industry and financial analysis,
preparation of relevant documentation such as an offering memorandum or
presentation to the Board of Directors, assistance with due diligence,
negotiating the terms of the transaction, coordinating legal, accounting, and
other advisors, and generally assisting in all phases of the project to ensure
successful completion.
Experience
Record of Success
Fee Structure
Generally, an investment bank will charge an initial retainer fee, which may
be one-time or monthly, with the majority of the fee contingent upon
successful completion of the transaction. It is important to utilize a fee
structure that aligns the investment bank's incentive with your own.
Ongoing Support
Having worked on a transaction for your company, the investment bank will
be intimately familiar with your business. After the transaction, a good
investment bank should become a trusted business advisor that can be called
upon informally for advice and support on an ongoing basis.
The investment banker has a vested interest in making sure the transaction
closes, that the project is completed in an efficient time frame, and with
terms that provide maximum value to the client. At the same time, the client
is able to focus on running the business, rather than on the day-to-day details
of the transaction, knowing that the transaction is being handled by
individuals with experience in executing similar projects.
3.1 INTRODUCTION
The investment bank may emphasize certain features of its business more
than others, and so its organization varies accordingly. It usually includes
buying, selling, statistics and treasury departments. The function of the
buying department is to investigate the various proposals submitted by
corporations or other investment houses and to buy the securities if
conditions warrant such action. The buying departments of large investment
houses usually maintain close contact with industries in which they are
interested. Also a large firm keeps itself informed through traveling
representatives, who report conditions in these enterprises.
After the securities are purchased they are turned over to the selling
department. This is headed by a general sales manager, who directs the work
of salesmen and, at times, the operation of the branch offices. The majority
of sales are made by representatives who travel through the territory allotted
to them, build up a regular clientele, and thus dispose of new issues of
securities. Each salesman keeps in touch with the home office and reports
regularly to the sales manager. If a salesman shows ability he is frequently
placed in charge of a branch office and is allowed to participate in the profits
of the business.
The treasury department is concerned with such fiscal affairs as the securing
of loans from banks and the carrying of accounts of customers who purchase
securities on a marginal basis or on an installment plan.
An investment bank is split into the so-called front office, middle office, and
back office. While large full-service investment banks offer all of the lines
of businesses, both sell side and buy side, smaller sell side investment firms
such as boutique investment banks and small broker-dealers will focus on
investment banking and sales/trading/research, respectively.
securities. The offering of a few bad issues can cause serious loss to its
reputation, and hence loss of business. Therefore, investment bankers play a
very important role in issuing new security offerings.
Front office
• Sales and trading: On behalf of the bank and its clients, the primary
function of a large investment bank is buying and selling products. In
market making, traders will buy and sell financial products with the
goal of making an incremental amount of money on each trade. Sales
is the term for the investment banks sales force, whose primary job is
to call on institutional and high-net-worth investors to suggest trading
ideas (on caveat emptor basis) and take orders.
Middle office
• Risk management involves analyzing the market and credit risk that
traders are taking onto the balance sheet in conducting their daily
trades, and setting limits on the amount of capital that they are able to
trade in order to prevent 'bad' trades having a detrimental effect to a
desk overall. Another key Middle Office role is to ensure that the
above mentioned economic risks are captured accurately (as per
agreement of commercial terms with the counterparty), correctly (as
per standardized booking models in the most appropriate systems) and
on time (typically within 30 minutes of trade execution). In recent
years the risk of errors has become known as "operational risk" and
the assurance Middle Offices provide now includes measures to
address this risk. When this assurance is not in place, market and
credit risk analysis can be unreliable and open to deliberate
manipulation.
• Financial control tracks and analyzes the capital flows of the firm; the
Finance division is the principal adviser to senior management on
essential areas such as controlling the firm's global risk exposure and
the profitability and structure of the firm's various businesses. In the
United States and United Kingdom, a Financial Controller is a senior
position, often reporting to the Chief Financial Officer.
Back office
4.1 INTRODUCTION
The same general evolution was repeated in the financial history of the
United States. During the first quarter of the nineteenth century American
states and municipalities secured whatever capital they needed from
The job of an investment banker is very interesting and with the right kind of
knowledge and smartness, investment bankers can reach the road to success.
• They work with clients for equity capital markets by giving them the
guidance on how to raise the capital and from where and when.
• People start their career as trainees and later get absorbed as analysts
and stay in that slot for a minimum of three years.
• Skillful negotiator
• Team player
• Global economy, markets are the key to this job and when markets are
suffering so does the job prospect of an investment banker.
• Global economy, markets are the key to this job and when markets are
suffering so does the job prospect of an investment banker.
Investment bankers can help you to sell your business, but not all investment
bankers are created equal. Here are attributes to look for when you are
choosing an investment banking firm.
a godsend, raising significant capital for business owners and propelling the
company into its next stage of life.
“On the technology front, especially the large investment banks are facing
challenges in integrating different technology systems inherited through
earlier acquisitions,” he adds, during the course of a recent email interaction
with Business Line.
Expectations
The markets were expected to have a soft interest rate regime to support the
development of the money market and improve liquidity in the system. The
regulators across the globe have reduced the short- and long-term interest
rates to the record lows as expected.
In fact, in some of the developed countries such as the US and the UK, the
rates have been slashed more than expected. In our country, the bank rate
has been reduced from 7 per cent to 6 per cent, the cash reserve ratio from
7.50 per cent to 5 per cent, and the reverse repo rateto 3.25 per cent.
Investment banks expected stringent guidelines on risk management,
especially in counterparty, group/sector investment exposures other than
general credit and market risks.
Compliance with KYC (know your customer) norms, and the challenges in
monitoring AML (anti-money laundering) regulations were posing bigger
challenges.
strategies, compliance and reporting norms paved the way to reach global
customers with multiple products.
Present state
But what determined the length and severity of the recession is the way the
governments responded to restore confidence among consumers, companies,
investors, and lenders.
The major challenge today for both buy-side and sell-side institutions are
how to meet their clients' expectations, especially on client reporting. The
market participants have learnt a lesson from this difficult period, and are
considering how to re-establish the confidence and how to make use of the
technology at its best.
A few years ago many were outsourcing client reporting function; this has
now reversed itself and more investment banks have preferred to retain this
function and are enhancing their in-house capabilities.
Today, users expect pre-trade analytics to do a lot more than just identify
problem stocks. They want the analytics to support portfolio optimization,
rebalancing, credit risk analysis, interest rate analysis, cash flow forecasting,
compliance monitoring, and more.
All financial firms have to some extent now realized the importance of
meeting tougher liquidity standards. Stress and scenario testing, especially
for liquidity risk, has become now both a regulatory obligation as well a key
fund management tool.
Despite the increase in inflation during recent weeks across the globe,
interest rates remain low for this stage of the business cycle. The stronger-
than-expected recoveries are likely to point to a rise in interest rates in the
first quarter of 2010 to curb potential inflationary pressures; and the
On the technology front, the large investment banks especially are facing
challenges on integrating different technology systems inherited through
earlier acquisitions. Many of them have already decided, or are in the
process of deciding, to integrate all such systems to make them work
together and standardise some processes under a common platform.
• The firms that go public via the traditional distribution methods miss
out a lot of money. This is because conventionally the investment
banks bought the entire offering and under priced it by 15-20% below
the estimated market value. This helped them make a quick profit.
Also they had a huge 7% (non-negotiable) fee for carrying out the
whole process. Online investment banks have revolutionized the
unfair IPO game. They charge a fee of 4-5% as against the egregious
7% and the procedure of selling the IPO is also a lot fairer. A
computer ranks the bids submitted by investors for a fixed number of
shares and then the shares are allocated to the highest bidders. This
helps the market, not the investment banks to set the prices.
There is a game of risk and return in every process. Since the new online
procedure of issuing securities is relatively new and is yet unseasoned, firms
must compare the risks associated and the benefits of a potential capital
appreciation. So firms must decide before using the services of online
investment banks.
6.1 INTRODUCTION
CHAPTER 7: CONCLUSION
BIBLIOGRAPHY
WEBSITE:
1) www.economywatch.com
2) www.banknet.com
3) www.wikipedia.com
BOOKS:
1) Managing Investment Banking
- ICFAI
2) Managing Investment Banking Organisations
- IUP