getting paid only for a successful transaction aligns interests ... if the relationship is transactional and the role of the banker is to get the deal done.
Wouldn't have helped in the Dragon case which was presumably also done that way, the interest of the banker is in making sure a transaction gets completed even if it doesn't align with the client.
It's a terrible outcome, but the dot-com bubble was on fire and Dragon founders apparently wanted to cash out. You would really think they would understand their competitors better. I wonder if they were that naïve or they kind of outsmarted themselves, they knew the valuation was too good to be true and took the risk of being able to unload the stock on greater fools.
To be clear, getting a deal done is the primary reason a company would hire an investment bank.
An investment banker who is effective and has integrity would first determine what a client's expectations are (particularly around valuation and transaction size), and a discussion would ensue about how that aligns with the banker's expectations of the market's appetite for such a deal. If the client is comfortable with the guidance that the banker has provided, the banker then fields offers from investors/acquirers to find the best deal available to them in the market.
If the bids come back at or above expectations that the banker and client have discussed, great, they do the deal. If bids come in below expectations, another discussion ensues on whether the client is willing to accept a lower bid or not.
Bankers' incentives are clearly to get a deal done, but at the end of the day, the go / no-go call is made by the client. And as I've mentioned, the reason a client hires a bank in the first place is to get a deal done, assuming terms are reasonable. It's not like a bank has the power to force a deal down a client's throat.
Also, another dynamic is that banks like Goldman generally charge upfront retainers in addition to success-based fees. Doing that throws a wrench into alignment in the first step, where the reasonableness of exploring a transaction in the first place should be discussed.
if you look for sage advice from people working on commission, beyond getting the thing done that they're getting a commission for, you're gonna have a bad time.
Wouldn't have helped in the Dragon case which was presumably also done that way, the interest of the banker is in making sure a transaction gets completed even if it doesn't align with the client.
It's a terrible outcome, but the dot-com bubble was on fire and Dragon founders apparently wanted to cash out. You would really think they would understand their competitors better. I wonder if they were that naïve or they kind of outsmarted themselves, they knew the valuation was too good to be true and took the risk of being able to unload the stock on greater fools.