Delegated Cheap Talk: A Theory of Investment Banking

Oct 14, 2025

Changyeop Lee, Sungmin Park

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We study the role of investment banking as delegated cheap talk. In our model of an initial public offering (IPO), two parties have conflicting interests: an entrepreneur wants to sell his firm, whereas investors want to buy a good firm. All communication is cheap talk. We show that the seller can influence the buyer by contracting with an investment bank and delegating the communication. A successful IPO requires a retail participation rate at least as high as the investment bank's success fee. A seller-optimal IPO maximizes the investment bank's bias toward the seller while maintaining minimal sufficient alignment with institutional investors' incentives. Consequently, the seller is better off conducting an IPO with an investment bank than without one.

Changyeop Lee

Changyeop Lee

Sungmin Park

Sungmin Park

National Taiwan University