Flows, Financing Decisions, and Institutional Ownership of the U.S. Equity Market

Alon Brav, Dorothy Lund and Lin Zhao

This Article analyzes the relationship between flows to institutional investment man-agers, corporate financing decisions, and institutional ownership of U.S. public equity. In so doing, it provides new evidence about the drivers of institutional investor growth in equity ownership over the past two decades. Contrary to conventional narrative, we find that equity capital flows into the “Big Three” investment managers have slowed in recent years, with substantial differences between each institution. We also present a framework to understand how fund characteristics and corporate actions such as stock buybacks and equity issuances combine to shape the evolution of institutional ownership, including that of the Big Three. Our evidence reveals why certain institutions win and lose in the contest for flows and implicates important legal conversations including the impact of stock buy-backs, mergers between investment managers, and the governance risks presented by the rise of index investors.

The Price of Power: The Big Three and IPO Underpricing

Danielle A. Chaim, Adi Libson, & Yevgeny Mugerman

The meteoric rise of asset management giants over the last two decades has ignited intense scrutiny among legal scholars and economists. The control wielded by these behe-moths over vast capital pools and their outsized influence over corporate America is ar-gued to pose myriad economic, social, and corporate governance challenges. In this Arti-cle, we uncover a critical yet overlooked arena in which the concentration in the asset management industry and the rising dominance of giant institutional investors manifest additional deleterious consequences: capital markets, specifically in the context of Initial Public Offerings (IPOs).

We present empirical evidence that concentrated market power in the hands of a core group of giant asset managers has exacerbated IPO underpricing—defined as the differ-ence between the offer price and the stock’s closing price on the first day of trading. Our analysis indicates that from 2002 to 2022, the simultaneous participation of the three larg-est asset managers—BlackRock, Vanguard, and Fidelity—in IPOs increased underpricing levels by an average of 16.7 percentage points. Even after controlling for IPO size, bookrunner, industry, and year fixed effects, this impact remains substantial at 9.7 per-centage points.

The participation of such market-moving institutional investors can drive up under-pricing through various mechanisms. Our analysis pinpoints several channels through which these investors signal their bidding intentions, share information, and even coordi-nate their positions during the IPO process. Some of these mechanisms warrant closer scrutiny, as they may constitute collusive behavior by institutional investors in their role as competing bidders in IPOs—potentially violating antitrust laws.

Our novel analysis of underpricing through the lens of institutional-investor market power adds a crucial piece to the IPO underpricing puzzle and illuminates the marked correlation between rising underpricing levels and the ascendancy of asset manager cap-italism. Notably, over the past decade, underpricing has soared to extraordinary levels, resulting in an unprecedented $90 billion left “on the table” by issuers. To counteract this effect of asset manager capitalism, we propose a three-pronged approach: first, introduc-ing market-structure changes to limit the size and curb the market power of asset managers; second, enhancing transparency within the book-building process; and third, imposing communication restrictions among prospective bidders during the pricing pro-cess.

Trophy Assets

Aneil Kovvali

Rich people like to own things that make them look cool. When the thing in question is a car, house, or boat, the implications are limited. But sometimes very rich people own assets that are more important. Within media, Elon Musk acquired Twitter, Jeff Bezos ac-quired the Washington Post, and Patrick Soon-Shiong acquired the Los Angeles Times. There has also been a craze for aerospace: Musk with Space X, Bezos with Blue Origin, Richard Branson with Virgin Galactic, and going back further, Howard Hughes with Hughes Aircraft Company. It is often difficult to understand the behavior in purely finan-cial terms, as an optimal strategy for maximizing the net worth of the owner. Instead, there seems to be a healthy heaping of ego mixed in: the importance and prestige of the assets are meant to enhance the importance and prestige of the owner. These trophy assets are less sensitive than ordinary companies to market discipline but more sensitive to reputa-tional considerations, changing the behavior of key sectors of the economy.

But despite the importance of the phenomenon, it has not been subjected to sustained analysis in the corporate governance literature. This Article addresses the gap. It begins by showing that trophy assets stretch ordinary corporate governance intuitions to their breaking point. The extreme phenomenon of trophy ownership can challenge and enrich active arguments about the purpose of the corporation, the role of corporate governance in constraining corporate actors, and the impact of ownership structures. The nonfinancial motivations at work reduce the importance of shareholder profits, sometimes allowing tro-phy firms to pursue valuable social goals. But they can also free trophy firms to engage in bizarre or destructive conduct if their owners only care about their social standing within unusual groups, perhaps suggesting the dangers of broadening corporate purpose without deep reforms to corporate structure. The Article analyzes a range of examples, including cases from industries including sports, real estate, and media. It then offers a framework for evaluating trophy ownership and identifies policy levers that can be used to capture some of the benefits while reducing some of the costs.