Other People's Money, and How the Bankers Use ItBrandeis, Louis Dembitz
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Other People's Money, and How the Bankers Use It
Brandeis, Louis Dembitz
Banks and banking -- United States; Finance -- United States
Such disclosures of bankers’ commissions or profits is demanded also
for another reason: It will aid the investor in judging of the safety
of the investment. In the marketing of securities there are two classes
of risks: One is the risk whether the banker (or the corporation)
will find ready purchasers for the bonds or stock at the issue price;
the other whether the investor will get a good article. The maker
of the security and the banker are interested chiefly in getting it
sold at the issue price. The investor is interested chiefly in buying
a good article. The small investor relies almost exclusively upon
the banker for his knowledge and judgment as to the quality of the
security; and it is this which makes his relation to the banker one of
confidence. But at present, the investment banker occupies a position
inconsistent with that relation. The bankers’ compensation should,
of course, vary according to the risk _he_ assumes. Where there is
a large risk that the bonds or stock will not be promptly sold at
the issue price, the underwriting commission (that is the insurance
premium) should be correspondingly large. But the banker ought not
to be paid more for getting _investors_ to assume a larger risk. In
practice the banker gets the higher commission for underwriting the
weaker security, on the ground that his own risk is greater. And
the weaker the security, the greater is the banker’s incentive to
induce his customers to relieve him. Now the law should not undertake
(except incidentally in connection with railroads and public-service
corporations) to fix bankers’ profits. And it should not seek to
prevent investors from making bad bargains. But it is now recognized
in the simplest merchandising, that there should be full disclosures.
The archaic doctrine of _caveat emptor_ is vanishing. The law has
begun to require publicity in aid of fair dealing. The Federal Pure
Food Law does not guarantee quality or prices; but it helps the buyer
to judge of quality by requiring disclosure of ingredients. Among the
most important facts to be learned for determining the real value of a
security is the amount of water it contains. And any excessive amount
paid to the banker for marketing a security is water. Require a full
disclosure to the investor of the amount of commissions and profits
paid; and not only will investors be put on their guard, but bankers’
compensation will tend to adjust itself automatically to what is fair
and reasonable. Excessive commissions--this form of unjustly acquired
wealth--will in large part cease.
REAL DISCLOSURE
Public-domain text, read in full here on John Shaqi.
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