????對于非華爾街人士，整個安排看來就像是一場巨大的利益沖突。IPO前幾天，摩根士丹利同意Facebook擴大發行規模，敲定的IPO發行價也高于最初預期。這在一定程度上導致Facebook上市后股價走低，為摩根士丹利帶來了交易收益。當然，華爾街不這么看。Facebook的招股說明書就已列明：“根據承銷協議，承銷商出售的股票數量可能超出他們有義務買入的股票數量，產生空頭頭寸。”

????同樣，監管機構看來也不是特別擔心這種做法。SNR Denton律師事務所的合伙人沃爾特?凡?道恩曾在美國證券交易委員會（Securities and Exchange Commission）任職7年，部分職責就是監管IPO。他表示，IPO超額配售是眾所周知的，“美國證券交易委員會不認為這其中存在利益沖突”。實際上，不太可能出現摩根士丹利支持Facebook股價下跌這種情況。對于曾為摩根士丹利創造巨大利潤的科技投行團隊，這可能對其聲譽構成重大打擊。

????不過，顯然還是有很多人并不是很理解華爾街向公眾出售股票的方式。即便是在華爾街業內人士中間，承銷商能夠從IPO股價下跌中獲利的事實也并不廣為人知。但是，Facebook交易開始讓人們關注到這一做法，或許還能破除一個神話，即“IPO是華爾街最后一條賺快錢的可靠途徑”。其實早該如此了。

????譯者：老榆木

????To anyone outside of Wall Street, this whole arrangement seems like a giant conflict of interest. Just days before the IPO, Morgan agreed to allow Facebook to sell more shares than it originally proposed. Morgan also set the IPO price higher than originally expected. That, in part, set the stock up for the fall, creating the trading gains for Morgan. Wall Street, of course, doesn't see it that way. In fact, Facebook's own prospectus says that the underwriters "may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position."

????Regulators don't seem particularly concerned with the practice either. Walter Van Dorn, a partner at law firm SNR Denton who spent seven years at the Securities and Exchange Commission in part monitoring IPOs, says that the practice of over allotment in IPOs was well-known. "The SEC doesn't see it as a conflict of interest," says Van Dorn. Indeed, it's unlikely that Morgan was rooting for Facebook's stock to drop. The deal has likely been a big hit to the reputation of its tech banking team, which had generated huge fees for the firm.

????Still, what's clear is that there is a lot that's not understood about the way Wall Street sells shares to the public. Even among Wall Streeters, the fact that underwriters can profit from IPO stock drops is not widely known. The Facebook deal is shedding some light on the process, and hopefully dispelling the myth that IPOs are the last guaranteed way to make a quick buck on Wall Street. That's long overdue.