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bank is aware of a negative shock to a borrowing firm's
prospects before the market is, for example, the bank may
wish to have the now-risky loan repaid. To do so, the bank
may underwrite a public securities offering for this firm,
have the firm use the proceeds to repay the loan, but not
adequately disclose information about the firm's troubles to
the market. An investment bank without the prior lending
relationship would not have the same incentive. Next, con-
sider commercial banks' access to customers. Commercial
banks might be able to exploit their information advantage
more easily than could investment banks because depositors
may be more easily duped than the more sophisticated custom-
ers of investment banks.
The positive and negative arguments, however, are not
mutually exclusive. Commercial banks could enjoy efficien-
cies associated with combining lending and underwriting but
also be subject to credibility problems due to the potential
for conflicts of interest. Until recently, the commonly
held view, dating from the 1930s, was not only that there
was a potential for conflicts of interest to be important
but also that the potential was realized and that the public
was systematically fooled by rogue bankers. That view be-
came the received wisdom even though there had been no sys-
tematic study of commercial bank involvement in underwriting
during the period. Historical investigation5 is crucial
because the received wisdom continues to be a major factor
in the policy debates over how Glass-Steagall reform will
affect small investors6 and because investigation suggests
how the unregulated market may address conflict-of-interest
problems if Glass-Steagall is repealed.
To determine how investors fared before Glass-Steagall,
we can compare the performance of securities underwritten by
independent investment banks with that of securities under-
written by commercial banks and their affiliates. If the
commercial banks had succumbed to conflicts of interest, in-
vestors would have been lured into purchasing securities
that would have turned out to be poor investments relative
to similar securities underwritten by investment banks.
Contrary to conventional wisdom, securities underwritten by
commercial banks performed better than similar securities
underwritten by investment banks. The public's wariness of
the commercial banks appears to have made it difficult for
them to issue anything but well-known securities of high
quality. Relative to the investment banks, commercial
banks, on average, tended to underwrite for larger, older,
and better established firms and originate more senior
(i.e., debt rather than equity) securities. Even before the
advent of strict disclosure requirements, the public was not