Quid Pro IPO? Software Tech IPO Practice Raises Disclosure Questions

In 2017, executives at the cloud security company Zscaler were interviewing bankers ahead of an initial public offering expected to value the company at more than $1.5 billion. During a meeting with bankers from Barclays, one of the dozen or so firms vying to underwrite the IPO, Zscaler’s chief financial officer Remo Canessa commented that he’d like the syndicate of underwriters to be made up of clients, according to a person who was in the meeting. 

The CFO didn’t quite get his wish. Zscaler’s syndicate of 11 underwriting banks ended up including four customers: Barclays, Morgan Stanley, BofA Merrill Lynch, and Deutsche Bank. Still, the four combined sold more than half the stock in the offering, securities filings show, making them some of the most important underwriters in the group.