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Project on : Investment Banking

Guide: Jayalaxmi Mam

Topics of Investment Banking:-

➢ Introduction ➢ Meaning

➢ Overview ~Evolution of Investment Banking ~Its Mechanism (statement of investment banking) ➢ Products/Services Offered ~Lists of explanation ~Special services ➢ How these services server the purpose of clients? ➢ Risks associated with investment banking? ~Types ~Explanation (example){problem impact} ➢ How the risks are managed effectively? ~Why risks management? ~Ways (example){problem action} ➢ Future Scenario ➢ Conclusion

INTRODUCTION

At a very macro level, ‘Investment Banking’ as term suggests, is concerned 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 generating GDP (the Issuers). Banking and financial institution on the one hand and the capital market on the other are the two broad platforms of institutional that investment for capital flows in economy. Therefore, it could be inferred that investment banks are those institutions that are counterparts of banks in the capital markets in the function of intermediation in the resource allocation. Nevertheless, it would be unfair to conclude so, as that would confine investment banking to very narrow sphere of its activities in the modern world of high finance. Over the decades, backed by evolution and also fuelled by recent technologies developments, an investment banking has transformed repeatedly to suit the needs of the finance community and thus become one of the most vibrant and exciting segment of financial services. Investment bankers have always enjoyed celebrity status, but at times, they have paid the price for the price for excessive flamboyance as well.

To continue from the above words of John F. Marshall and M.E. Eills, ‘investment banking is what investment banks do’. This definition can be explained in the context of how investment banks have evolved in their functionality and how history and regulatory intervention have shaped such an evolution. Much of investment banking in its present form, thus owes its origins to the financial markets in USA, due o which, American investment banks have banks have been leaders in the American and Euro markets as well. Therefore, the term ‘investment banking’ can arguably be said to be of American origin. Their counterparts in UK were termed as ‘merchants banks’ since they had confined themselves to capital market intermediation until the US investments banks entered the UK and European markets and extended the scope of such businesses. Investment banks help companies and governments and their agencies to raise money by issuing and selling securities in the primary market. They assist public and private corporations in raising funds in the capital markets (both equity and debt), as well as in providing strategic advisory services for mergers, acquisitions and other types of financial transactions. Investment banks also act as intermediaries in trading for clients. Investment banks differ from commercial banks, which take deposits and make commercial and retail loans. In recent years, however, the lines between the two types of structures have blurred, especially as commercial banks have offered more investment banking services. In the US, the Glass-Steagall Act, initially created in the wake of the Stock Market Crash of 1929, prohibited banks from both accepting deposits and underwriting securities; Glass-Steagall was repealed by the Gramm-Leach-Bliley Act in 1999. Investment banks may also differ from brokerages, which in general assist in the purchase and sale of stocks, bonds, and mutual funds. However some firms operate as both brokerages and investment banks; this includes some of the best known financial services firms in the world. More commonly used today to characterize what was traditionally termed” investment banking” is “sells side." This is trading securities for cash or securities (i.e., facilitating transactions, market-making), or the promotion of securities (i.e. underwriting, research, etc.). The "buy side" constitutes the pension funds, mutual funds, hedge funds, and the investing public who consume the products and services of the sell-side in order to maximize their return on investment. Many firms have both buy and sell side components.

Definition An individual or institution, which acts as an underwriter or agent for corporations and municipalities issuing securities. Most also maintain broker/dealer operations, maintain markets for previously issued securities, and offer advisory services to investors. Investment banks also have a large role in facilitating mergers and acquisitions, private equity placements and corporate restructuring. Unlike traditional banks, investment banks do not accept deposits from and provide loans to individuals. Also called investment banker. Who needs an Investment Bank? 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 provide 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, 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

Organizational structure of an investment bank
The main activities and units The primary function of an investment bank is buying and selling products both on behalf 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, 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 An investment bank is split into the so-called Front Office, Middle Office and Back Office. The individual activities are described below: Front Office • Investment Banking is the traditional aspect of investment banks which involves helping customers raise funds in the Capital Markets and advising on mergers and acquisitions. Investment bankers prepare idea pitches that they bring to meetings with their clients, with the expectation that their effort will be rewarded with a mandate when the client is ready to undertake a transaction. Once mandated, an investment bank is responsible for preparing all materials necessary for the transaction as well as the execution of the deal, which may involve subscribing investors to a security issuance, coordinating with bidders, or negotiating with a merger target. Other terms for the Investment Banking Division include Mergers & Acquisitions (M&A) and Corporate Finance (often pronounced "corpfin").

Investment management is the professional management of various securities (shares, bonds etc) and other assets (e.g. real estate), to meet specified investment goals for the benefit of the investors. Investors may be institutions (insurance companies, pension funds, corporations etc.) or private investors (both directly via investment contracts and more commonly via collective investment schemes eg. mutual funds) . Financial Markets is split into four key divisions: Sales, Trading, Research and Structuring.
○ Sales and Trading is often the most profitable area of an investment

bank , responsible for the majority of revenue of most investment banks In the process of 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. Sales desks then communicate their clients' orders to the appropriate trading desks, which can price and execute trades, or structure new products that fit a specific need.
○ Research is the division which reviews companies and writes reports

about their prospects, often with "buy" or "sell" ratings. While the research division generates no revenue, its resources are used to assist traders in trading, the sales force in suggesting ideas to customers, and investment bankers by covering their clients. In recent years the relationship between investment banking and research has become highly regulated, reducing its importance to the investment bank.
○ Structuring has been a relatively recent division as derivatives have

come into play, with highly technical and numerate employees working on creating complex structured products which typically offer much greater margins and returns than underlying cash securities. Middle Office • Risk Management involves analysing 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 standardised 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 include 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. Back Office

Operations involve data-checking trades that have been conducted, ensuring that they are not erroneous, and transacting the required transfers. While it provides the greatest job security of the divisions within an investment bank, it is a critical part of the bank that involves managing the financial information of the bank and ensures efficient capital markets through the financial reporting function. The staff in these areas are often highly qualified and need to understand in depth the deals and transactions that occur across all the divisions of the bank.

Recent evolution of the business
New products
Investment banking is one of the most global industries and is hence continuously challenged to respond to new developments and innovation in the global financial markets. Throughout the history of investment banking, many have theorized that all investment banking products and services would be commoditized. New products with higher margins are constantly invented and manufactured by bankers in hopes of winning over clients and developing trading know-how in new markets. However, since these can usually not be patented or copyrighted, they are very often copied quickly by competing banks, pushing down trading margins. For example, trading bonds and equities for customers is not a commodity business but structuring and trading derivatives is highly profitable .Each OTC contract has to be uniquely structured and could involve complex pay-off and risk profiles. Listed option contracts are traded through major exchanges, such as the CBOE, and are almost as commoditized as general equity securities. In addition, while many products have been commoditized, an increasing amount of profit within investment banks has come from proprietary trading, where size creates a positive network benefit (since the more trades an investment bank does, the more it knows about the market flow, allowing it to theoretically make better trades and pass on better guidance to clients). Possible conflicts of interest Potential conflicts of interest may arise between different parts of a bank, creating the potential for financial movements that could be market manipulation. Authorities that regulate investment banking (the FSA in the United Kingdom and the SEC in the United States) require that banks impose a Chinese wall which prohibits communication between investment banking on one side and research and equities on the other.

Some of the conflicts of interest that can be found in investment banking are listed here: • Historically, equity research firms were founded and owned by investment banks. One common practice is for equity analysts to initiate coverage on a company in order to develop relationships that lead to highly profitable investment banking business. In the 1990s, many equity researchers allegedly traded positive stock ratings directly for investment banking business. On the flip side of the coin: companies would threaten to divert investment banking business to competitors unless their stock was rated favorably. Politicians acted to pass laws to criminalize such acts. Increased pressure from regulators and a series of lawsuits, settlements, and prosecutions curbed this business to a large extent following the 2001 stock market tumble • Many investment banks also own retail brokerages. Also during the 1990s, some retail brokerages sold consumers securities which did not meet their stated risk profile. This behavior may have led to investment banking business or even sales of surplus shares during a public offering to keep public perception of the stock favorable.
• Since investment banks engage heavily in trading for their own account, there is always the temptation or possibility that they might engage in some form of front running.

Types of investment banks
Investment banks "underwrite" (guarantee the sale of) stock and bond issues, trade for their own accounts, make markets, and advise corporations on capital markets activities such as mergers and acquisitions. Merchant banks were traditionally banks which engaged in trade financing. The modern definition, however, refers to banks which provide capital to firms in the form of shares rather than loans. Unlike Venture capital firms, they tend not to invest in new companies.

Investment banks provide four primary types of services:

Raising capital, advising in mergers and acquisitions, executing securities sales and trading, and performing general advisory services. Most of the major Wall Street firms are active in each of these categories. Smaller investment banks may specialize in two or three of these categories. Raising Capital An investment bank can assist a firm in raising funds to achieve a variety of objectives, such as to acquire another company, reduce its debt load, expand existing operations, or for specific project financing. Capital can include some combination of debt, common equity, preferred equity, and hybrid securities such as convertible debt or debt with warrants. Although many people associate raising capital with public stock offerings, a great deal of capital is actually raised through private placements with institutions, specialized investment funds, and private individuals. The investment bank will work with the client to structure the transaction to meet specific objectives while being attractive to investors. Mergers and Acquisitions Investment banks often represent firms in mergers, acquisitions, and divestitures. Example projects include the acquisition of a specific firm, the sale of a company or a subsidiary of the company, and assistance in identifying, structuring, and executing a merger or joint venture. In each case, the investment bank should provide a thorough analysis of the entity bought or sold, as well as a valuation range and recommended structure. Sales and Trading 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. General Advisory Services: Advisory services include assignments such as strategic planning, business valuations, assisting in financial restructurings, and providing an opinion as to the fairness of a proposed transaction.

Terms Related To Investment Bank Buying and Selling
Buying Deciding on the proper time to purchase a security that you would like to add to your holdings can be a daunting task. If the price drops immediately after you buy, it may seem as if you missed out on a better buying opportunity. If the price jumps right before you make your move, you may feel as if you paid too much. As it turns out, you should not let these small fluctuations influence your decision too much. As long as the fundamentals that led you to decide on the purchase have not changed, a few points in either direction should not have a large impact on the long-term value of your investment. Similarly, the fact that an investment has been increasing in value of late is not a sufficient reason for you to purchase it. Momentum can be very fickle, and recent movement is not necessarily an indicator of future movement. Therefore, buying decisions should be based on sound and thorough research geared toward discerning the future value of a security relative to its current price. This analysis will probably not touch upon price movement in the very recent past. As you learn more about investing you'll get better at deciding when to buy, but most experts recommend that beginners avoid trying to time the market, and just get in as soon as they can and stay in for the long haul. The proper time to buy a security is quite simply when it is available for less than its actual value. These undervalued securities are actually not as rare as they sound. However, the problem is simply that they are never sure bets. The value of a security includes estimates of the future performance of factors underlying the value of the security. For stocks, these factors include things like earnings growth and market share. Changes can be predicted to a degree, but they are subject to fluctuation due to forces both within and beyond the control of the company. The overall economic climate, changes in the industry or even bad decisions by management can all cause a security poised to ascend in value to become an under performer. Therefore, it is essential to practice your analysis before putting your

money into action. Make some mock purchases based on your personal analysis technique and track the results. Not all of your decisions will lead to the results you were expecting, but if most of your choices turn out to be good and there are mitigating factors that you can learn from to explain your missteps, then you may be ready to put your analysis technique and investing strategy into action. At this point, the need to continuously monitor your investments does not disappear. Both under performers and overachievers should be studied carefully to fine-tune your strategy. You should also regularly look at your securities to make sure that the fundamentals for success that led you to buy in the first place are intact. If not, you may need to prepare to cash in and start looking for the next opportunity. One way to avoid the hassles of deciding when to buy altogether is to practice dollar-cost averaging. This strategy advocates investing a fixed dollar amount at regular intervals. The price when you first invest is relatively unimportant (as long as the fundamentals are sound) because you will be purchasing shares at a different price each time you buy. The success of your investment then lies not with shortterm fluctuations, but with the long-term movement of the value of the security. Selling:

There comes a time when investments must be liquidated and converted back into cash. In a perfect world, selling would only be necessary when investment goals have been reached or time horizons have expired, but, in reality, decisions about selling can be much more difficult. For one thing, it can be just as hard to decide when to sell as it can be to decide when to buy. No one wishes to miss out on gains by selling too soon, but, at the same time, no one wishes to watch an investment peak in value and then begin to decline. Investors often seek to sell investments that have dropped in value in the shortterm. However, if conditions have not changed significantly, drops in price may actually represent an opportunity to buy at a better price. If the initial research, which led to the purchase, was sound, a temporary decline does not preclude the success that was originally predicted. Of course, things change, and if the security

no longer meets the criteria that led to its purchase, selling may in fact be the best option. Selling may also become necessary if investment goals change over time. You may need to reduce the amount of risk in your portfolio or you may have the opportunity to seek out greater returns. Additionally, a security may have increased in value to the point that it is overvalued. This creates an excellent opportunity to cash in and seek out new undervalued investments. Often you will need to make this type of sale in the course of rebalancing a portfolio necessitated by gains and losses in different areas. Selling can be especially difficult when an under performing stock must be dumped. Some investors let their emotions dictate their actions and hold on to stocks that have fallen in value rather than to sell, thinking that selling at a loss is like admitting that they made a mistake. However, realizing the loss and moving on to better investments is often preferable to continuing to hold onto a loser in the hopes that it will somehow rebound. When considering any sale, you must factor in the costs of the sale itself. Fees and taxes will eat into profits, so they must be subtracted from any increases in value to understand the true impact of the transaction. Capital gains taxes are higher for gains on investments held less than one year, so it's often wise to invest for the long term rather than to buy and sell quickly. On the other hand, it can be dangerous to hold an investment longer than you want to, simply to reduce the tax burden. It is essential to remember that just because an investment increases in value after it has been sold does not necessarily mean that it was sold prematurely. Managing risk and diversification are often more important than capitalizing on short-term gains in a particular security. Keeping in mind the initial goals for the investment and adjusting them to fit your present goals will allow you to make smarter decisions about selling. Principles of Investing

1. Start Investing Now We say this not just to discourage procrastination, but because an early start can make all the difference. In general, every six years you wait doubles the required monthly savings to reach the same level of retirement income. Another motivational statistic: If you contributed some amount each month for the next nine years, and then nothing afterwards, or if you contributed nothing for the first nine years, then contributed the same amount each month for the next 41 years, you would have about the same amount. Compounding is a beautiful thing. 2. Know Yourself The right course of action depends on your current situation, your future goals, and your personality. If you don't take a close look at these, and make them explicit, you might be headed in the wrong direction.

Current Situation: How healthy are you, financially? What's your net worth right now? What's your monthly income? What are your expenses (and where could they be reduced)? How much debt are you carrying? At what rate of interest? How much are you saving? How are you investing it? What are your returns? What are your expenses? Goals: What are your financial goals? How much will you need to achieve them? Are you on the right track? Risk Tolerance: How much risk are you willing and able to accept in pursuit of your objectives? The appropriate level of risk is determined by your personality, age, job security, health, net worth, amount of cash you have to cover emergencies, and the length of your investing horizon. 3. Get Your Financial House In Order Even though investing may be more fun than personal finance, it makes more sense to get started on them in the reverse order. If you don't know where the money goes each month, you shouldn't be thinking about investing yet. Tracking your spending habits is the first step toward improving them. If you're carrying debt at a high rate of interest (especially credit card debt), you should unburden yourself before you begin investing. If you don't know how much you save each month and how much you'll need to save to reach your goals, there’s no way to

know what investments are right for you. If you've transitioned from a debt situation to paycheck-to-paycheck situation to a saving some money every month situation, you’re ready to begin investing what you save. You should start by amassing enough to cover three to six months of expenses, and keep this money in a very safe investment like a money market account, so you're prepared in the event of an emergency. Once you've saved up this emergency reserve, you can progress to higher risk (and higher return) investments: bonds for money that you expect to need in the next few years, and stocks or stock mutual funds for the rest. Use dollar cost averaging, by investing about the same amount each month. This is always a good idea, but even more so with the dramatic fluctuations in the market in the past 10 years. Dollar cost averaging will make it easier to stomach the inevitable dips. And remember; never invest in anything you don't understand. 4. Develop A Long Term Plan Now that you know your current situation, goals, and personality, you should have a pretty good idea of what your long-term plan should be. It should detail where the money will go: cars, houses, college, and retirement. It should also detail where the money will come from. Hopefully the numbers will be about the same. Don't try to time the market. Get in and stay in. We don't know what direction the next 10% move will be, but we do know what direction the next100% move will be. Review your plan periodically, and whenever your needs or circumstances change. If you are not confident that your plan makes sense, talk to an investment advisor or someone you trust. 5. Buy Stocks Now that you've got a long term view, you can more safely invest in 'riskier' investments, which the market rewards (in general). This requires patience and discipline, but it increases returns. This approach reduces the entire universe of investment vehicles to two choices: stocks and stock mutual funds. In the long run, they're the winners: In this century, stocks beat bonds 8 out of 9 decades, and they're well in the lead again. According to Ibbotson's Stocks, Bonds, Bills and Inflation 1995 Yearbook, here are the average annual returns from 1926 to 1994 (before inflation):

• Stocks: 10.2% (and small company stocks were 12.1%) • Intermediate term treasury bonds: 5.1% • 30-day T-bills: 3.7% But is it really worth the additional risk just for a few percentage points? The answer is yes. 10% a year for 20 years is 570%, but 7% a year for 20 years is only 280%. Compounding is God's gift to long-term planners. If you buy outstanding companies, and hold them through the market's gyrations, you will be rewarded. If you aren't good at selecting stocks, select some mutual funds. If you aren't good at selecting mutual funds, go with an index fund (like the Vanguard S&P 500). 6. Investigate Before You Invest Always do your homework. The more you know, the better off you are. This requires that you keep learning, and pay attention to events that might affect you. Understand personal finance matters that could affect you (for example, proposed tax changes). Understand how each of your investments fits in with the rest of your portfolio and with your overall strategy. Understand the risks associated with each investment. Gather unbiased, objective information. Get a second opinion, a third opinion, etc. Be cautious when evaluating the advice of anyone with a vested interest. If you're going to invest in stocks, learn as much as you can about the companies you’re considering. Understand before you invest. Research, research, Read books. Consider joining an investment club or an organization like the American Association of Individual Investors. Experiment with various strategies before you put your own money on the line. Examine historical data or participate in a stock market simulation. Try a momentum portfolio, a technical analysis portfolio, a bottom fisher portfolio, a dividend portfolio, a price/earnings growth portfolio, an intuition portfolio, a mega trends portfolio, and any others you think of. In the process you'll find out which ones work best for you. Learn from your own mistakes, and learn from the mistakes of others. If you don't have time for all this work consider mutual funds, especially index funds.

7. Develop the Right Attitude The following personality traits will help you achieve financial success:

Discipline: Develop a plan, and stick with it. As you continue to learn, you’ll become more confident that you're on the right track. Alter your asset allocation based on changes in your personal situation, not because of some short-term market fluctuation. Confidence: Let your intelligence, not your emotions; make your decisions for you. Understand that you will make mistakes and take losses; even the best investors do. Re-evaluate your strategy from time to time, but don't second-guess it. Patience: Don't let your emotions be ruled by today's performance. In most cases, you shouldn't even be watching the day-to-day performance, unless you like to. Also, don't ever feel like it's now or never. Don't be pressured into an investment you don’t yet understand or feel comfortable with. The following personality traits will hurt your chances of financial success: Fear: If you are unwilling to take any risk, you will be stuck with investments that barely beat inflation. Greed: As an investment class, 'get rich quick' schemes have the worst returns. If your expectations are unrealistically high, you'll go for the big scores, which usually don’t work. It is generally a good idea to avoid making financial decisions based on emotional factors. 8. Get Help If You Need It The do-it-yourself approach isn't for everyone. If you try it and it's not working, or you're afraid to try it at all, or you just don't have the time or desire, there's nothing wrong with seeking professional assistance. If you want others to handle your financial affairs for you, you will nevertheless want to remain involved to some degree, to make sure your money is being spent wisely.

Initial Public Offerings
Initial Public Offerings (IPOs) are the first time a company sells its stock to the public. Sometimes IPOs are associated with huge first-day gains; other times, when the market is cold, they flop. It's often difficult for an individual investor to realize the huge gains, since in most cases only institutional investors have access to the stock at the offering price. By the time the general public can trade the stock, most of its first-day gains have already been made. However, a savvy and informed investor should still watch the IPO market, because this is the first opportunity to buy these stocks. Reasons for an IPO When a privately held corporation needs to raise additional capital, it can either take on debt or sell partial ownership. If the corporation chooses to sell ownership to the public, it engages in an IPO. Corporations choose to "go public" instead of issuing debt securities for several reasons. The most common reason is that capital raised through an IPO does not have to be repaid, whereas debt securities such as bonds must be repaid with interest. Despite this apparent benefit, there are also many drawbacks to an IPO. A large drawback to going public is that the current owners of the privately held corporation lose a part of their ownership. Corporations weigh the costs and benefits of an IPO carefully before performing an IPO.

Going Public If a corporation decides that it is going to perform an IPO, it will first hire an investment bank to facilitate the sale of its shares to the public. This process is commonly called "underwriting"; the bank's role as the underwriter varies according to the method of underwriting agreed upon, but its primary function

remains the same. In accordance with the Securities Act of 1933, the corporation will file a registration statement with the Securities and Exchange Commission (SEC). The registration statement must fully disclose all material information to the SEC, including a description of the corporation, detailed financial statements, biographical information on insiders, and the number of shares owned by each insider. After filing, the corporation must wait for the SEC to investigate the registration statement and approve of the full disclosure. During this period while the SEC investigates the corporation's filings, the underwriter will try to increase demand for the corporation's stock. Many investment banks will print "tombstone" advertisements that offer "bare-bones" information to prospective investors. The underwriter will also issue a preliminary prospectus, or "red herring", to potential investors. These red herrings include much of the information contained in the registration statement, but are incomplete and subject to change. An official summary of the corporation, or prospectus, must be issued either before or along with the actual stock offering. After the SEC approves of the corporation's full disclosure, the corporation and the underwriter decide on the price and date of the IPO; the IPO is then conducted on the determined date. IPO’s are sometimes postponed or even withdrawn in poor market conditions. Performance The aftermarket performance of an IPO is how the stock price behaves after the day of its offering on the secondary market (such as the NYSE or the NASDAQ). Investors can use this information to judge the likelihood that an IPO in a specific industry or from a specific lead underwriter will perform well in the days (or months) following its offering. The first-day gains of some IPO’s have made investors all too aware of the money to be had in IPO investing. Unfortunately, for the small individual investor, realizing those much-publicized gains is nearly impossible. The crux of the problem is that individual investors are just too small to get in on the IPO market before the jump. Those large first-day returns are made over the offering price of the stock, at which only large, institutional investors can

buy in. The system is one of reciprocal back scratching, in which the underwriters offer the shares first to the clients who have brought them the most business recently. By the time the average investor gets his hands on a hot IPO, it's on the secondary market, and the stock's price has already shot up.

SEBI Guidelines
The Government has setup Securities Exchange Board of India (SEBI) in April 1988. For more then three years, it had no statutory powers. Its interim functions during the period were: i. To collect information and advise the Government on matters relating to Stock and Capital Markets. ii. Licensing and regulatory and Merchant Banks, Mutual Fund, etc.. iii. To prepare the legal drafts for regulatory and developmental role of SEBI and iv. To perform any other functions as may be entrusted to it by Government. The need for setting up independent Government agency to regulate and develop the Stock and Capital Market in India as in many developed countries was recognised since the Seventh Five Year was launched (1985) when some major industrial policy changes like opening up of the economy to out side the world and greater role to the Private Sector were initiated. The rampant malpractices noticed in the Stock and Capital Markets stood in the way of infusing confidence of investors, which is necessary for mobilisation of large quantity of funds from the public, and help the growth of the industry. The malpractices were noticed in the case of companies, Merchant Bankers and Brokers who are all operating in Capital Markets. The need to curb the malpractices and to promote healthy Capital Market in India was felt. The security industry in India has to develop on the right lines for which

a competent Government agency as in UK (SIB) or in USA (SEC) is needed. As referred to earlier, malpractices have been reported in both the primary market and secondary market. A few examples of malpractices in the primary market are as follows: a) Too may self styled Investment Advisers and Consultants. b) Grey Market or unofficial premiums on the new issues. c) Manipulation of markets before new issues is floated. d) Delay in allotment letters or refund orders or in dispatch of Share Certificates e) Delay in listing and commencement of trading in shares. A few examples of malpractices in the Secondary Market are as fallows: a) Lack of transparency in the trading operations and prices charged to clients. b) Poor service due to delay in passing contract notes or not passing contracts notes, at all. c) Delay in making payments to clients or in giving delivery of shares. d) Persistence of odd lots and refusal of companies to stop this practice of allotting shares in odd lots, which disappeared with the introduction of Demat form of trading. e) Insider trading by agents of companies or brokers rigging and manipulating prices. f) Takeover bids to destabilise management.

Objectives:
The SEBI has been entrusted with both the regulatory and development function. The objectives of SEBI are as follows: a) Investor protection, so that there is a steady flow of savings into the Capital Markets. b) Ensuring the fair practices by the issuers of securities, namely, companies so that they can raise resources at least cost.

c) Promotion of efficient services by brokers, merchant bankers and others intermediaries so that they become competitive and professional.

SEBI AND FREE PRICING OF EQUITY SHARES
With the repeat of Capital Issuers Control Act of 1947 in May 1992, the SEBI issued fresh guidelines for new Capital issues from June 11, 1992. Pricing of Shares expect in case of new companies with no track record is left to free market forces. The new Companies have to issues shares at par only. The existing unlisted companies if they desire listing can make public issue upto 20% of equity and price can be determined by free market forces, as determined by the issuer or the lead manager. Similarly, an existing listed company can also fix the price of issue depending on the markets forces. In all these cases, the reasons for such price fixation, transparency and proper disclosers are insisted upon by the SEBI. The draft letter of offer to the public is to be vetted by SEBI, which was delegated to lead merchant bankers by SEBI after 1996.

As per SEBI guidelines, 12 months should elapse between bonus issue and public or rights issue. A private placement of promoters’ quota is not permitted. Merchant bankers held responsible for ensuring that prospectus is fair and disclosures are full and correct and that highlights and risk factors are slept out in all issues. Although free pricing is permitted, the rationale of such fixation is to be provided to the SEBI when it examines the drafts letter of offer.

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