Baker & McKenzie Study Reveals Key Factors to Consider When Listing Securities Abroad

CHICAGO, Nov. 20, 2012 /PRNewswire/ -- Baker & McKenzie has released a global survey report examining the key economic, timing, and financial factors influencing cross-border listings of securities around the world. Cross-Border Listings 2012 shares the findings of a recently conducted survey of corporate executives and investment bankers, along with insight from the Firm's Securities partners and others, and provides a roadmap for companies and financial advisors as they consider various listing options. The report is available at www.bakermckenzie.com/crossborderlisting/.

"As stock exchanges compete to attract more listings, our clients have more choices than ever before when deciding where to raise capital," said Amar Budarapu, Chair of Baker & McKenzie's Global Securities practice. "New York, London, and Hong Kong continue to vie for the top spot, and each of them has revisited or recently eased certain regulatory requirements. As a result, companies are no longer limiting capital-raising options solely to their home jurisdictions."

The survey, conducted by mergermarket in the second and third quarters of 2012 on behalf of Baker & McKenzie, consisted of interviewing 200 corporate executives and investment bankers who have been involved in a cross-border listing within the last five years. The resulting summary provides insight into the challenges they faced, and the benefits they achieved in specific markets. The report also includes eight steps to conducting a successful cross-border listing.

Survey Highlights Changing Global Dynamics

Survey respondents predict that the New York Stock Exchange and the Hong Kong Stock Exchange will continue to be strong performers, especially with regard to cross-border listings. However, while luxury goods companies continue to look to Hong Kong, mining, energy and technology companies are exploring alternatives.

"Companies are also keeping an eye on London as the United Kingdom is taking a cue from the United States and considering new rules that would make the LSE more attractive to start-ups," said Edward Bibko, Head of Capital Markets in EMEA. "Similar to the rules recently implemented under the US JOBS Act, regulators would reduce the number of shares a company is required to offer when listing on the LSE. This could help keep London from losing a large chunk of technology listings to New York."

The survey also looked at obstacles companies were facing in deciding where to list. Among current global economic factors, market participants saw the European sovereign debt crisis as the biggest deterrent to conducting a cross-border listing (54%), followed by stalled growth in emerging markets (23%), and slow recovery in the United States (19%). The regulatory regime within a specific market can be a significant concern as well. Survey respondents view China's regulatory regime with the most concern, followed by the United States and the United Kingdom.

In some cases, survey respondents indicated that the exchange where they listed was not meeting their needs and they considered delisting. Investment banking respondents, who have exposure to a range of companies in this regard, named insufficient liquidity (76%) as a reason for delisting, followed by high fees/costs (54%) and strict governance and compliance requirements (52%).

"With the recent spate of Chinese companies delisting from US exchanges, issuers should identify and avoid common pitfalls in order to complete a listing on favorable terms," said Tom Rice, Securities Partner in New York. "It takes a significant commitment to make a listing successful. For example, Chinese companies that have maintained a US listing have made a commitment to the transparency required by US regulators, and they also keep seasoned financial professionals with public company experience in the CFO's office."

Additional highlights from the survey include:

• Listing abroad is attractive for both emerging and developed markets. Cross-border listings have historically been dominated by companies from emerging markets, which look abroad to stock exchanges with established investor bases and high liquidity. The majority of investment banker respondents (61%) expected this trend to continue. However, as capital markets mature in many parts of the world, companies from developed economies are increasingly considering raising capital abroad in order to access a new pool of investors.
• Mid-sized companies are most likely to list on a foreign exchange. Although there have been a number of highly publicized cross-border listings by large multinational companies in recent years, a majority of investment bankers (52%) believe that mid-sized companies (market capitalization of US$250 million to US$1 billion) are most likely to list on an exchange outside of their home jurisdiction.
• Beyond increased liquidity, other factors are influencing cross-border listings. Corporate respondents' top three reasons for choosing to list on a particular foreign exchange all relate to market liquidity and the ability to realize value from their listing through investor base (98%), favorable price-to-earnings multiples (92%), and economic status of the exchange's jurisdiction (83%). However, in reviewing survey results, Baker & McKenzie found that other factors are also encouraging companies to list abroad, such as the time required to list, raising their profile with investors and their customer base, and the industry focus of particular exchanges.

"Listing on a major exchange is a strong marketing tool for companies planning to expand globally, but companies and their advisers should carefully consider which exchange is most likely to meet their prioritized goals," said Frank Castiglia, Securities Partner in Sydney. "For example, we are talking to several investment banks who were originally helping their mining clients prepare for a listing in Hong Kong, but are now looking at the advantages that ASX and TSX offer, given the greater focus and track record that those exchanges have with companies in the resources sector."

The release of Cross-Border Listings 2012 follows the Firm's recent launch of a Cross-Border Listings App for iPad® and iPhone®, an interactive legal tool designed to help companies and financial institutions navigate the regulatory complexities of listing securities abroad. The app is available on the App Store.

About Baker & McKenzie
Founded in 1949, Baker & McKenzie advises many of the world's most dynamic and successful business organizations through more than 4,000 locally qualified lawyers and 6,000 professional staff in 72 offices in 45 countries. The Firm is known for its global perspective, deep understanding of the local language and culture of business, uncompromising commitment to excellence, and world-class fluency in its client service. Global revenues for the fiscal year ended June 30, 2012, were US$2.313 billion. Eduardo Leite is Chairman of the Executive Committee. (www.bakermckenzie.com)

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. 

SOURCE Baker & McKenzie