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Home > Financing Best Practice > Acquiring a Secondary Listing, or Cross-Listing

Financing Best Practice

Acquiring a Secondary Listing, or Cross-Listing

by Meziane Lasfer

Executive Summary

  • Over the last three decades an increasing number of companies have sourced their equity capital in foreign countries by listing their stock abroad.

  • This strategy of parallel listing on both domestic and foreign stock exchanges, referred to as “cross-listing,” is used by companies from both developed and emerging markets.

  • In 2008, for example, 121 companies from BRIC countries (Brazil (7), Russia (24), India (24), and China (66)) were listed on the London Stock Exchange Alternative Investment Market (LSE-AIM), an equivalent to NASDAQ in the United States.

  • Although the major stock markets for cross-listing are in the United States (NYSE and NASDAQ) and London (LSE and LSE-AIM), with a 43% market share in 2007, firms are also likely to cross-list in other markets of the world, such as the Singapore, Euronext, Hong Kong, and Mexico stock exchanges.

  • According to the Bank of New York Mellon, during the first half of 2008 more than $2.4 trillion of depository receipts (DRs) traded on US and non-US markets and exchanges, up 85% from the previous year.

Introduction

Cross-listing is controversial and raises a number of academic and practitioner questions, particularly: Why and how does a firm cross-list, and does cross-listing create additional value for existing stockholders? The purpose of this article is to discuss the institutional framework of cross-listing, the classification of depository receipts (DRs), the types of DR available in the United States, the reasons why companies list abroad (by contrasting the advantages and disadvantages of raising equity capital in foreign markets), and the cross-listing process.

Institutional Background

Companies cross-list by issuing depository receipts. These are certificates that are first issued by the company to a bank in a foreign country, which in turn issues the certificates to investors in that country. Indirectly, DRs represent ownership of home market shares in the overseas corporation. The underlying shares remain in custody in the home country, and DRs effectively convey ownership of those shares. DRs are quoted and normally pay dividends in the foreign country’s currency (for example, US dollars or euros). DRs can be established either for existing shares that are already trading, or as part of a global offering of new shares. Each DR normally represents some multiple of the underlying share. This multiple allows the DR to possess a price per share that is appropriate for the foreign market, and the arbitrage normally keeps foreign and local prices of any given share the same after adjustment for transfer costs. DRs can be exchanged for the underlying foreign shares, and vice versa.

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Further reading

Articles:

  • Baker, H. Kent, John R. Nofsinger, and Daniel G. Weaver. “International cross-listing and visibility.” Journal of Financial and Quantitative Analysis 37:3 (September 2002): 495–521. Online at: dx.doi.org/10.2307/3594990
  • Coffee, John C., Jr. “Racing towards the top? The impact of cross-listings and stock market competition on international corporate governance.” Columbia Law Review 102:7 (November 2002): 1757–1831.
  • Dobbs, Richard, and Marc H. Goedhart. “Why cross-listing shares doesn’t create value.” The McKinsey Quarterly (November 2008). Online at: tinyurl.com/6xonzo
  • Doidge, Craig, G. Andrew Karolyi, and René M. Stulz. “Why are foreign firms listed in the U.S. worth more?” Journal of Financial Economics 71:2 (February 2004): 205–238. Online at: dx.doi.org/10.1016/S0304-405X(03)00183-1
  • Doidge, Craig, G. Andrew Karolyi, and René M. Stulz. “Has New York become less competitive in global markets? Evaluating foreign listing choices over time.” Working paper 2007-03-012, Fisher College of Business, Ohio State University, 2007. Online at: www.cob.ohio-state.edu/fin/dice/papers/2007/2007-9.pdf
  • Karolyi, G. Andrew. “Why do companies list their shares abroad? A survey of the evidence and its managerial implications.” Financial Markets, Institutions and Instruments 7:1 (February 1998): 1–60. Online at: dx.doi.org/10.1111/1468-0416.00018
  • Karolyi, G. Andrew. “The world of cross-listing and cross-listings of the world: Challenging conventional wisdom.” Review of Finance 10:1 (January 2006): 99–152. Online at: dx.doi.org/10.1007/s10679-006-6980-8
  • Korczak, Adiana, and Meziane A. Lasfer. “Does cross listing mitigate insider trading?” Working paper, Cass Business School, City University, London, 2009.
  • Leuz, Christian. “Cross listing, bonding and firms’ reporting incentives: A discussion of Lang, Raedy and Wilson (2006).” Journal of Accounting and Economics 42:1–2 (October 2006): 285–299. Online at: dx.doi.org/10.1016/j.jacceco.2006.04.003
  • Leuz, Christian. “Was the Sarbanes–Oxley Act of 2002 really this costly? A discussion of evidence from event returns and going-private decisions.” Journal of Accounting and Economics 44:1–2 (September 2007): 146–165. Online at: dx.doi.org/10.1016/j.jacceco.2007.06.001
  • Licht, A. N. “Cross-listing and corporate governance: Bonding or avoiding?” Chicago Journal of International Law 4 (Spring 2003): 141–164. Online at: cjil.uchicago.edu/past-issues/spr03.html
  • Pagano, Marco, Ailsa A. Roell, and Josef Zechner. “The geography of equity listing: Why do companies list abroad?” Journal of Finance 57:6 (December 2002): 2651–2694. Online at: dx.doi.org/10.1111/1540-6261.00509
  • Sarkissian, Sergei, and Michael J. Schill. “The overseas listing decision: New evidence of proximity preference.” Review of Financial Studies 17:3 (Fall 2004): 769–810. Online at: dx.doi.org/10.1093/rfs/hhg048

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