Is JP Morgan Conflicted in the Visa IPO?

Floyd Norris is worried about conflicts of interest in the Visa IPO:

The lead underwriters for the offering are JP Morgan Chase and Goldman Sachs. JP Morgan may have set the modern record for conflicts of interest by a lead underwriter. It is:

1. The largest shareholder in Visa.

2. The company’s largest customer, getting breaks of pricing not available to most other customers.

3. A member of the bank syndicate that agreed to lend $3 billion to Visa.

4. Slated to get $1.1 billion from the offering, through redeeming shares.

I don’t quite see the conflict here. As a large shareholder and recipient of the proceeds from the IPO, JP Morgan has an interest in the IPO pricing as highly as possible – in that sense its interests are entirely aligned with its interests as lead manager of the offering. As a lender to Visa, JPM is also interested in the company raising a few billion dollars to offset any legal liabilities. And as for being the company’s largest customer, that’s not something which changes according to where the stock is trading.

Still, it’ll be interesting to see how Visa divvies up the billion-odd dollars in fees that it’s going to pay its bankers for doing the IPO. And I suspect that Visa’s management won’t be agitating too hard to bring those fees down dramatically.

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