Cross-listing and corporate governance: Bonding or avoiding?

Abstract

In their seminal survey of corporate governance, Shleifer and Vishny distill the issue into a blunt question: "How do [the suppliers of finance] make sure that managers do not steal the capital they supply or invest it in bad projects?" The Enron/Arthur Andersen debacle and the ensuing wave’s of scandal vividly proved that American investors may face this question in the most acute form. To the extent that corporate governance issues play a role in the cross-listing decision, it is a negative role. Generally speaking, the foreign issuer regime "cuts corners" exactly on the issues of corporate governance relating to corporate insiders. The notion that issuers may want to improve their corporate governance by subjecting themselves to a better regulatory regime through cross-listing—say, on an American market—is appealingly elegant. If an American firm could use an NYSE listing to bond its insiders to better governance standards, why couldn’t foreign firms do the same? In an oft-cited 1999 article, Jack Coffee argues that they do just that: In other cases, however, the cross-listing may not entail corporate governance improvements. The cross-listing literature refers to differences in investor protection in three separate respects. In practice, however, foreign issuers can easily obtain an exemption from corporate governance listing requirements. The notion that corporations can self-improve their corporate governance by opting into a foreign country’s legal and regulatory regime through cross-listing has made considerable inroads into the legal and finance literature.

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