Coase-Sandor Working Paper Series in Law and Economics

Publication Date


Publication Title

Law & Economics Working Papers


This paper explores how legal liability in the IPO context can impact an entrepreneur's decision of whether and how to take a firm public. Liability under the Securities Act of 1933 effectively embeds a put option in an IPO security, where the entrepreneur must insure the shareholder against poor firm performance, which inflates the price of the security and exposes the entrepreneur to risk. This may cause IPO firms to appear to underperform relative to non-IPO firms as the option value decays, and may lead the entrepreneur to undertake strategic (but destructive) responses to minimize the put value and his exposure to risk. Because of the value-destroying characteristics of these responses—which include initial underpricing, entrenchment, lower NPV projects, asset partitioning, and reduced disclosure—this state of affairs is inefficient compared to a system where the entrepreneur can simply allocate the risk to shareholders. While the Securities Act’s risk-allocation regime may provide some benefits in the form of more accurate disclosure, the availability of substitute responses by the entrepreneur makes any such benefit uncertain.



Additional Information

Chicago Unbound includes both works in progress and final versions of articles. Please be aware that a more recent version of this article may be available on Chicago Unbound, SSRN or elsewhere.

Included in

Law Commons