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1、Investment banking engage in public and private market transactions for corporations, governs and investors. These transactions include mergers, acquisitions, divestitures, and the issuance of equity or debt securities, or a combination of both.M&A PE asset securitization project financing.从发行方式上：私募
2、业务，时间短快；速实现融资；不需要注册不需要披露信息/募集资金数额不大政券流动性差 pp the sale of new securities to a few qualified investors instead of through a public offering. Pp securities dont have to be registered with SECTypically consist of stocks shares of common stock or preferred stock or other forms of membership, warrants or
3、promising notes.1933 Glass-Steagall Act/Banking Act - Introduced the separation of bank types according to their business (commercial and investment banking)1999 Gramm-Leach-Bliley Act/GBLA - Deregulation and revenue diversification Underwriting: 中：核准制：政府主导型：实质管理，要审核公司实质条件，赋予监管当局决定权 美：注册制：市场主导型：强调信息
4、披露，关注市场导向，强调市场对股票发行的决定权美股发行Pre-filing period Find underwriter and sign underwriting agreement Due diligence before the registration statement becomes effective, the underwriter will hold a due diligence meeting attended by members of the IPO team. The purpose is to list gather and authenticate matte
5、rs such as articles of incorporation, bylaws, patents, completeness and correctness of minutes, and verification of corporate existence. Due diligence meetings are held to reduce risk of liability associated with filing by ensuring that all material matters have been fully and fairly disclosed in th
6、e registration statement. This is an important safeguard. Part of the due diligence activity of legal counsel is to make formal visits to the companys offices and plant sites.Registration statement Filing dateWaiting periodSec初步审查出具意见信收到修正报告详细审查准予生效Issuing Company口头要约Red herring/preliminary prospect
7、us is distributed to brokers and prospective purchasers to gather indications of interest from investors.Road showTombstoneFinal priceFinal prospectsEffective datePost-effective period 开立第三方账户发售股票移交资金和股权证书市场维持结算BOOKBUILING: refers to the process of operating capturing and recording investor demand f
8、or shares during an initial public offering or other securities during their issuance process, in order to support efficient price discovery.Strike bid: is a request for shares regardless of the issue priceLimit bid: specifies the maximum price that the bidder is willing to pay for sharesStep bid: t
9、he bidder submit a demand schedule as a step function.降低发行风险，保证发行成功的同时还能够使承销商选择以合适的价格发行股票，发行这可以选择较为理想的股东结构承销商的股份配售权成为激励机构投资者说真话的实现完全信息揭示分析逻辑的重要切入点 配售股溢价（当前较高定价 二级市场长远发展FIXEDPRICE: used to be the standard practice in euro 时间长募集少Issuer and bank set price before bids are submittedFirm commitment is in
10、which investment bank agrees to purchase the entire issue and distribute it to both institutional and retail investors Best efforts agreement agrees to sell the securities but not guarantee the price.AUCTION: the least common price-setting mechanism 投资者对市场信息掌握不准确Uniform: all winning bidders pay the
11、same price set at market-cleaning levelDiscriminatory: each investor whose bid is above the clearing price would receive the whole amount of shares demanded.In bb the price and allocation rules are not transparent; investment bank does not have to allocate the highest biddersCost fees: gross spread:
12、 the difference between the price the issuer receives and the offer priceDirect expenses: Filing fees/legal fees/taxes/Indirect expenses: cost of management time of the issueAbnormal returns: seasoned issueUnderpricing: price paid by selling the stock below the true valueFloating risks consists of w
13、pm, Waiting risks during the period after filing the registration statement, but before the effective date, changes in market environment often affect the offering price/issuerPricing risks when market conditions worsen after the underwriting agreement is signed.Marketing reduces floating risk by bu
14、ilding a book of interest before the effective date and by aftermarket trading.GREENSHOE OPTION an option allowing investment bankers to purchase up to specified additional shares, typically 15 percent of the issue. IPO: the first sale of a companys shares on a stock exchange.M&A: Definition: M: com
15、bination of two companies into one large company. Such actions are commonly voluntary and involve stock swap or cash payment to the target. A: takeover/buyout: is the buying of one company (target) by another. Friendly/hostile: the companies cooperate in negotiations; the takeover target is unwillin
16、g to be bought or the targets board has no prior knowledge of the offer. Motivation: Corporate acquisitions are capital investments. Determined by whether it makes a net contribution to shareholder wealth. Undervalued shares/agency problems/diversification (reduce sys risk)/Sellers motivation: founders of other individual owners sell as part of their retirement and estate planning, or as a strategy to other business ambitions/recurring need for expansion capital when public mar
