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Theoretically, the main reason to prefer traditional IPO's to dutch auctions, is the auctions in general may not give sufficient rewards for "price discovery". That is, everyone is relying on everyone else to research the firm and discover its true value. That's not to say there is NO incentive for price discovery in auctions, just not as much as through the traditional process.

In my corporate finance class they described how some countries (I forget which) had experimented with auctions instead of using i-bank underwriting, and in the end they had all gone back to using i-banks.

I don't know anything about M&A, but on structured products I agree they are just for customers who don't know any better.



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