CEOs and investment bankers give a rare glimpse into the IPO and M&A process

This event was hosted by Neal Dempsey, the Foster School’s visiting 2013-2014 Edward V. Fritzky Chair in Leadership.

You’ve probably seen the headline; “Major company goes public.” Perhaps you’ve even heard the breathless analysis that follows when said company’s stock prices decrease. What you’re probably less likely to hear or read in the news are the debates between CEOs and investment bankers, the strategy CEOs use to discuss going public with their employees, and how bankers negotiate stock price. These are the exact conversations current Fritzky Chair Neal Dempsey had in mind when he invited Vice Chair of JP Morgan Chase Cristina Morgan, former Eloqua CEO Joe Payne, Guidewire CEO Marcus Ryu and Head of Capital Markets at JP Morgan Chase Mike Millman to participate in a panel discussion on the IPO and M&A process. Moderated by Foster Professor Jennifer Koski, the panelists gave what is probably the most inside view possible of going public. Below are a few of the questions they tackled:

How do companies decide they’re ready to go public?
All of the panelists agreed that there are several things you must take in to consideration before making a final decision. For Ryu, it is asking one’s self, “Why do you want to go public?” Payne agreed, adding “Going public as a sole goal is an empty goal.” When preparing to take Eloqua public, Payne said that he and his colleagues spent a lot of time thinking about their customers and how they would feel about the move. Speaking from the investment bank perspective, Morgan argued that “the worst thing you can do is take a company public before they’re ready.” Furthering this point, Millman said that companies must consider three points before they go public; 1) Currency 2) Branding and 3) Capitol.

How do you maintain enthusiasm among your employees during the IPO process?
Ryu believes it is important for companies to operate with a long-term outlook. Since the stock market isn’t exactly the most steadfast entity, he came up with a two-pronged strategy for communicating with his employees about the IPO process: 1) Talk down the IPO and 2) Get everyone to understand the fickleness of the stock market. Having survived the dot com bubble of the 90s, when CEOs gained —and lost— millions of dollars in a matter of months, Payne had a similar revelation. “The issue of stock prices and IPO is only as important as you make it,” he stated in agreement with Ryu.  In fact, Payne and Ryu said that they both designated a few minutes during staff meetings to answer questions about the IPO.

What is the biggest source of contention when going public?
When discussing the relationship between investment bankers and entrepreneurs, Morgan said “We’re [the investment bankers] representing the buyers as well as the sellers” and that all involved parties act as each other’s “checks and balances.”  Adding, “[There’s a] natural suspicion that the investment bank is slightly more in league with the other side than with the company.” Simply put, bankers are predisposed to believe that the company is trying to get the stock prices higher while the company believes investment bankers are trying to get the price lower.
For Millman, there are three sources of contention:

1)      Evaluation- It’s difficult to educate the company’s board on the IPO.

2)      Employee selling- It can be very confusing for employees to know when and if they should sell.

3)      Fees- Banks will argue with each other on the best way to “divide the pie.”

Speaking to Morgan’s “natural suspicion” comment, Ryu admitted that he was initially skeptical of investment bankers. However, having gone through the IPO process, he now understands the importance of the work they do. Looking to Millman, whom he worked with when Guidewire went public, Ryu stated “I can say emphatically that the fee is well-earned.”

Watch the discussion in its entirety below: