Investment Banks – Just What are They?
August 15, 2010 | Adam Fish
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We hear the term “investment bank” on a daily basis. Investment banks are vilified for their role in the financial crisis and criticized for the profits they reap and the large compensation packages for their employees. But many people have no idea what an investment bank is or what it does. Let’s take a look at the role investment banks play in the financial services industry and the economy at large.
So what is an investment bank? First of all, investment banks are very different than the commercial banks we are all familiar with. They do not take deposits like the retail bank on the corner. Instead, investment banks primarily assist in the buying, selling and issuing of securities — that is stocks, bonds and similar financial instruments.
Investment banks assist companies and institutions on “buy side” and “sell side” activities. The buy side refers to the advising of institutions concerned with buying assets and securities. Entities that engage in buy side activities include private equity funds, mutual funds, hedge funds, pension funds and proprietary trading desks. The sell side refers to a broad range of activities, including broking and dealing securities, investment banking, advisory functions and investment research.
The core functions of an investment bank include investment banking — otherwise known as corporate finance — sales and trading and research. Some larger investment banks also perform other services like investment management or merchant banking, but let’s take a closer look at the core three.
Investment Banking (Corporate Finance)
Investment banking can be a confusing term because many people use it to refer to any activities performed by an investment bank. More specifically, though, investment banking refers to assisting companies with raising capital and giving advice on mergers and acquisitions.
The corporate finance or investment banking department of an investment bank is the group that works with a company to put together an initial public offering (IPO). Or, if a company already has public stock outstanding, they might put together a follow-on offering, which is simply an additional issuance of stock shares. The corporate finance department can also help companies raise capital through private placements, which often involve securing capital from private equity groups.
Should the ownership of a company seek to sell the entire enterprise, the corporate finance department can also advise on M&A transactions. They can help identify potential buyers and negotiate a sale of the entire company. Likewise, if a company is in the market for acquiring other enterprises, this group can advise on acquisitions.
Another service that the corporate finance department of an investment bank might offer is the delivery of fairness opinions. In a fairness opinion, an investment bank will perform an analysis of a potential acquisition and render an opinion as to whether a reasonable price is being offered for the target company.
Sales and Trading
Sales and trading is perhaps the primary service that an investment bank can offer. There are often two major divisions within sales and trading — institutional and retail. The institutional division buys and sells financial products for institutional clients such as mutual funds, pension funds, etc. The retail division buys and sells financial products for retail investors. Stock brokers fall into this area.
The sales and trading department of an investment bank engages in market making. Market making involves buying and selling financial instruments in order to make an incremental profit on each trade.
Sales and trading can also engage in proprietary trading. Proprietary trading involves a special group of traders who do not work with clients. These traders take on "principal risk", which involves buying or selling a product and does not hedge his total exposure. By managing the amount of risk on its balance sheet, an investment bank can maximize its profitability.
An investment bank’s sales and trading department also interacts with the corporate finance department on the issuance of IPOs and follow-on offerings. It is the sales and trading department that builds a book for a particular stock by calling up institutional and retail investors to judge the interest for the offering. They then price the initial sales value on the day of the offering and begin selling the new shares to their clients.
Depending on the size of an offering or the desired mix of investors for the offering, several investment banks may be involved in issuing shares to the public. This group of banks constitute the syndicate and are responsible for selling the shares involved in the offering.
The research department of an investment bank is staffed by research analysts. These are the people who often appear on business news programs and talk about the performance of a particular company or stock. The role of the research department is to analyze companies and writes research reports that discuss their performance potential. These reports often include a "buy" or "sell" recommendation.
The research department on its own does not generate a lot of income. What it does do is influence trading volume, which results in more fees for sales and trading. When a research analyst changes his or her recommendation on a stock, many investors will then act on that recommendation and the sales and trading team earns more in trading fees.
There exists, however, a conflict of interest between research and other parts on the investment bank. If an investment bank were about to issue new shares of stock for a company, for example, the research analyst could put out a strong recommendation for the stock just prior to the offering, and the bank could get a better price and potential earn more fees.
Likewise, if the proprietary trading division wanted to boost the return on their holdings, they could have research analysts recommend some of the stock they held as a buy. There are a number of areas where the research department could be used to mislead investors and earn more profit for the investment bank.
To circumvent these conflicts of interests, regulators have insisted that investment banks implement a “Chinese wall” in their firms. The Chinese wall keeps information about the investment bank’s corporate finance and sales and trading activities from passing through to the research department.
A Chinese wall also exists between the corporate finance and sales and trading divisions because many corporate finance activities involve non-public information that could be used to profitably execute trading strategies.
A World without Investment Banks
Without investment banks, companies would have a much more difficult time with raising capital. Likewise, the general public would have a hard time investing their money in anything other than a savings deposit.
Without investment banks, only very large institutions or very wealthy individuals would be able to structure the same financial transactions that occur every day with an investment bank.
In short, investment banks drastically speed up the flow of capital throughout the economy and allow businesses — and our savings — to grow more quickly. As complicated as all these activities may seem, they only scratch the surface of all the intricacies of an investment bank.
But the next time you hear that some investment bank advised on the sale of a company or generated several billing dollars in trading fees, at least you’ll have an idea of what they’re talking about.
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