Sydney-based investment bank Foster Stockbroking has entered into an enforceable undertaking with the corporate regulator for failing to disclose conflicts of interest during an IPO.
Following an investigation, ASIC found that that directors from Foster Stockbroking – the sole lead manager for the 2015 initial public offering of technology company Reffind Limited – had scaled back subscription bids of its directors “disproportionately less” than that of other investors.
The regulator also found the investment bank had failed to fully disclose the shares allocated to its directors.
“ASIC is concerned that by FSB giving preferential treatment when allocating shares to its directors that it failed to adequately manage conflicts of interests,” the statement said.
In addition, ASIC also found the research report about Reffind had been written by FSB’s head of investment banking, who held a corporate advisory role with the technology firm.
The corporate regulator also found that he, and other FSB directors, failed to adequately disclose their holdings in the report, and that statements in the report relating to FSB’s objectivity were “potentially misleading”.
“ASIC is concerned that conflicts between the commercial and personal interests of FSB and its directors and the interests of FSB's clients to receive independent and objective research were not appropriately managed by FSB in relation to the report,” the statement said.
ASIC commissioner Cathie Armour said meeting standards was necessary for investors to have confidence in the integrity of financial markets.
“ASIC considers the process of allocating securities by stockbrokers in capital markets raisings should be efficient, honest and fair, and the publication by those stockbrokers of sell-side research on securities should be independent and objective,” she said.
As part of the undertaking, FSB has agreed to appoint an independent expert who will oversee a number of changes to be implemented, including adequate disclosure of the interests of its research analysts; new disclosure procedures requiring consent from an issuer; and longer ‘restricted trading’ periods whereby directors and staff cannot trade in certain securities, among other things.
FSB will also pay $80,000 to The Ethics Centre as a community benefit payment.
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