Stock exchange demutualization,self-listing and performance: The case of the Australian Stock Exchange

This paper examines the effects of the recent spate of financial exchange mutual-to-stock conversion phenomenon on the performance of listed exchanges and the quality of the stock market using the Australian Stock Exchange (ASX) as a case study. We find that the ASX stock significantly outperformed the stock index and the control group on a market-adjusted return basis. The stock market performance is driven by strong operating performance. The profitability ratios of the ASX have significantly improved in the five years following the demutualization and self-listing. The performance improvements remain significant even after controlling for growth in the Australian economy. From a market quality perspective, we document evidence of increased trading activity by foreign investors after ASX’s demutualization and self-listing. Interestingly, we also find that bid-ask spreads of the stock market have narrowed in the post-conversion period. In particular, small-cap firms have become more liquid. The results show that stock exchange conversion from mutual to publicly traded exchange is not only value enhancing for the exchange and its shareholders, but it is also beneficial for the stock market as a whole.     

Changing organizational form in the stock exchange industry and risk-taking

Recent developments in the stock exchange industry have compelled some exchanges to demutualize and become for-profit entities. We examine the risk-taking behavior of demutualized exchanges and find that prior to the conversion, the exchanges exhibited higher risk than their mutual counterparts. Following demutualization, however, the exchanges experienced a significant decrease in risk, which is not attributable to industry-wide effects. Our results are consistent with the conjecture that higher risk induced the conversion to equity ownership. Interestingly, we find that publicly listed exchanges that have gone through the three organizational structures exhibit risk-taking behavior somewhat similar to that of the mutual, demutualized, and publicly listed exchanges. We also document significant increases in nontraditional income after demutualization and this increase in nontraditional income is significantly related to the reduction in risk. We therefore attribute the risk reduction experienced by the converted exchanges to diversification.     

Demutualization and Public Offerings of Financial Exchanges

The recent merger of the New York Stock Exchange with Archipelago, a publicly listed electronic exchange, can be viewed as the final phase of a wave of organizational transformation that has swept across most of the world's major financial exchanges in the last ten years. Until the early 1990s, almost all stock and derivatives exchanges were organized as non‐profit, mutual organizations owned by their members. But starting with the demutualization of the Stockholm Stock Exchange in 1993, the number of stock exchanges that have adopted a for‐profit, publicly listed organizational form has grown steadily. At the same time, the largest derivative exchanges such as the Chicago Mercantile Exchange, the London International Financial Futures and Options Exchange, the Chicago Board of Trade, and Eurex are either already publicly listed or are part of publicly listed parent companies. In this article, after discussing the forces that are driving such change, the authors offer some early evidence on the profitability and stock market performance of listed exchanges. As the authors note, deregulation together with new developments in information technology have caused latent conflicts of interest within the mutual form of organization to become debilitating ones. And, as if to confirm the superiority of the new organizational form, the authors report that conversions to for‐profit status and public ownership have led to significant increases in operating performance and share values. But, as the authors also note, these results are preliminary, and the demutualization and listing of exchanges creates a new challenge for exchanges as self‐regulating institutions: managing the conflicts that may arise between the owners and those who transact on the exchange. The authors expect the next wave of transformation to produce both geographical consolidation as well as mergers/acquisitions across product lines (e.g. merger of leading equities and derivatives exchanges). In equities trading, given that North America is already dominated by the NYSE and Nasdaq, the most interesting arena will continue to be Europe, where one or two large exchanges are likely to emerge. The emergence of such megaexchanges, with scale comparable to that of U.S. exchanges, could have a significant impact on the corporate capital‐raising process and cost of capital.     

Can Commercialization Improve the Performance of Stock Exchanges Even without Corporatization?

We examine the performance of mutual, demutualized, and publicly listed exchanges and find evidence of improved performance along the exchange governance continuum, with publicly traded exchanges exhibiting better operating performance than demutualized exchanges. However, our robustness test, focusing on the corporatized exchanges that have gone through the three phases of the governance structure, shows that the listed exchanges do not exhibit evidence of incremental gains in efficiency and profitability beyond what they achieved at the demutualization phase. We conclude that commercialization provides sufficient freedom for exchanges to exploit monopoly rents before going public, while corporatization brings about proper valuation of the exchanges’ franchise.     

避免亏损的盈余管理程度:上市公司与非上市公司的比较

本文以非上市公司盈余管理程度作为基准,运用参数估计的方法,对股票市场是否提高了公司盈余管理程度的问题进行研究。研究结论显示,1998年至2004年我国上市公司与非上市公司每年都存在避免亏损的盈余管理;在上市公司中,盈余管理公司比例为15.87%,它们提高ROA数据0.0122;在非上市公司中,盈余管理公司比例则只有5.49%,它们提高ROA数据0.0009。上市公司盈余管理频率大约为非上市公司的3倍,平均盈余管理幅度大约为非上市公司的13倍;两类公司盈余管理程度差异随着时间的推移而不断增大,因为非上市公司盈余管理程度在年度上的分布比较稳定,而上市公司盈余管理程度则随着时间的推移而不断增大。研究结论表明,股票市场提高了公司的盈余管理程度。     

The Relationship Between Market Efficiency and Insider Ownership in Large and Small Firms

The study examines insider ownership in large and small firms in relation to market efficiency. Recent studies have found a positive and significant relation between inside ownership and stock market performance. Such a finding is predicated upon the idea that inside ownership minimizes agency costs caused by the conflict between hired managers and shareholders. It is argued here that semi-strong form market efficiency requires that all public information, including insider ownership, be quickly impounded into the price of a stock. If that is the case, the expected present value of a change in agency cost should be incorporated into the stock price shortly after any significant change in ownership. Hence, if the estimate is unbiased, the longer-term performance of firms should not be effected by such changes. The issue is examined for both large, well-known firms and for smaller, less-known firms. The hypothesis that markets are generally efficient with respect to insider ownership information is rejected.     

Family control and dilution in mergers

We analyze the influence of the level as well as the change in family ownership on value creation in mergers involving newly public firms. Our findings suggest that acquirers with low levels of family ownership earn lower abnormal returns than do those with high levels of ownership. In addition, families with low ownership in their firm are more likely to use cash as the medium of exchange, thus avoiding dilution and maintaining their control. Further, acquisitions of targets with low levels of family ownership are associated with greater value creation. Our results are consistent with the entrenchment of families at low levels of ownership and a better alignment of their interests with those of minority shareholders at high levels of ownership. Finally, we find that dilution of the family’s ownership, due to the use of stock as the medium of exchange, alters the family’s incentives and thus influences firm value.     

全球股票市场交易费用变动趋势研究

各国证券交易所为提高市场质量和增强国际竞争力,进行了股票市场交易费用结构与费率的频繁调整。本文首先总结了美国、英国、日本、香港等国家和地区交易所现行交易费用的结构特征,并以纽约证券交易所和伦敦证券交易所为案例估算了交易费率的调整比率。其次,本文运用2002年至2010年期间主要海外证券交易所的财务数据和市场数据,分析交易费用变动与交易所经营业绩的互动关系。最后,我们对欧美市场交易费用的大幅下调进行了成因分析,并探讨我国证券交易所内外部环境及经营特点与海外市场存在的差异,提出相关启示和思考。     

Capital Structure Choice in a Nascent Market: Evidence from Listed Firms in China

We study the capital structure decisions of listed firms in China between 1992 and 2001. The Chinese market exhibits high information asymmetry, phenomenal growth, highly concentrated ownership, and a lack of external market for corporate control. We find that Chinese firms use little long-term debt, which is positively (negatively) related to firm size and tangibility (profitability and growth options). These results are robust to the degree of seasoning after the initial public offering and private versus State ownership. Although industry membership is important, the development and growth of the stock market did not affect the long-term debt ratios over the years.     

Effizienz und Eigentümerstruktur: Eine empirische Analyse des deutschen Lebensversicherungsmarktes

We provide new insights into the effect of ownership on efficiency by analyzing the German life insurance market over the period 2002–2005. Previous research on alternative organizational forms in the life insurance industry has focused on stock and mutual ownership only. Due to the uniqueness of the German insurance market, where privately-owned companies face competition by public insurers, we add to the recent literature the well known debate on public versus private ownership, by investigating stock, mutual and public ownership forms. Using traditional DEA, we calculate technical efficiency and cost efficiency scores to test the efficient structure hypothesis as well as the expense preference hypothesis. Our results give strong support to the latter, while we find no evidence that public ownership is an efficient corporate structure for life insurers. The group of stock firms dominates both, mutual and public insurers, although differences between stock and mutual companies are smaller than differences between stock and public firms. Analyzing within-group results, our findings suggest that high efficiency scores can be associated with certain firm characteristics which are publicly available: high returns on assets, low cancellation rates and low costs.     

Anatomy of a regulatory race to the top: Changes in delisting rules at Korea's two stock exchanges, 1999–2002

One dimension of competition among stock exchanges is the quality of products they have to offer. In order to attract listings and trading volume, exchanges can affect the quality of their listed firms by altering their standards for firm disclosure and governance. We identify a competition with respect to delisting standards between Korea's two stock exchanges and show that it complies with the three components of a regulatory race to the top: external trigger, mobility among diverse regimes and meaningful changes that converge to similar rules. The race between the two Korean exchanges ended with stricter rules and better protected minority shareholders. The race also ended, however, with neither exchange gaining market share with respect to trading volume or new listings. Korea's experience, therefore, suggests a reason why these races are rare. In the absence of an external trigger, exchanges will be reluctant to enter a race if they think it will result in rule convergence and no winner.     

Corporate governance and firm value during a financial crisis

The main purpose of this paper is to evaluate the effects of management ownership and other corporate governance variables on Hong Kong firms’ stock performance following the onset of the Asian Financial Crisis (1997–98). Our results show that Hong Kong firms with a more concentrated management (executive board) ownership displayed better capital market performance during the 13-month period of the Crisis. We also find that firms with more equity ownership by non-executive directors, and in which the positions of CEO and board chairperson were occupied by the same individual experienced a smaller stock price decline. Our findings are consistent with the notion that there is a greater alignment of insiders with outside owners, rather than the expropriation by insiders who have the opportunity to divert value, for firms with higher levels of management ownership during an unexpected capital market crisis.     

Has New York become less competitive than London in global markets? Evaluating foreign listing choices over time

We study the determinants and consequences of cross-listings on the New York and London stock exchanges from 1990 to 2005. This investigation enables us to evaluate the relative benefits of New York and London exchange listings and to assess whether these relative benefits have changed over time, perhaps as a result of the passage of the Sarbanes-Oxley Act in 2002. We find that cross-listings have been falling on US exchanges as well as on the Main Market in London. This decline in cross-listings is explained by changes in firm characteristics instead of by changes in the benefits of cross-listing. We show that after controlling for firm characteristics there is no deficit in cross-listing counts on US exchanges related to SOX. Investigating the valuation differential between listed and non-listed firms (the cross-listing premium) from 1990 to 2005, we find that there is a significant premium for US exchange listings every year, that the premium has not fallen significantly in recent years, and that it persists when allowing for time-invariant unobservable firm characteristics. In contrast, no premium exists for listings on London's Main Market in any year. Firms increase their capital-raising activities at home and abroad following a cross-listing on a major US exchange but not following a cross-listing in London. Our evidence is consistent with the theory that an exchange listing in New York has unique governance benefits for foreign firms.     

Networks and equity market integration: European evidence

Deregulation, globalization, and technological developments have altered the business strategies of stock exchanges around the world. We investigate whether the adoption of network strategies by stock exchanges creates additional value in the provision of trading services. Using unbalanced panel data from all major European exchanges over the period 1996-2000, we examine the consequences of network cooperation on a number of stock market performance measures. We show that adopting a network strategy is associated with higher market capitalization, lower transaction costs, higher growth, and enhanced international stock market integration.     

Brazil's Experiment with Corporate Governance

The adoption of special listing segments by the São Paulo Stock Exchange in the year 2000 was an important step forward for the Brazilian equity market. Bovespa's introduction of the Novo Mercado and its Special Corporate Governance Levels 1 and 2 provided concrete, standardized certification of corporate commitments to higher governance standards that could be readily observed and verified by all market participants. What evidence do we have that this experiment in corporate governance has been a success? One indication is the performance of the Brazilian stock market itself, along with its ability to attract foreign investors. From 2002 to mid‐2008, the market capitalization of Bovespa companies increased by over 700%, while average daily volume grew almost tenfold. And as of June 2008, international investors represented 37% of total value, up from 26% in 2002. What's more, the growth in the three differentiated governance segments has been even more remarkable. Starting with 15 companies in 2001, the special governance segments had a total of 161 listings by early 2009. And by the end of 2008, the companies listed in the three differentiated segments accounted for more than 60% of Bovespa's total market capitalization and 73% of all trades. Perhaps even more telling, over 70% of the Brazilian IPOs issued between 2001 and 2008 were placed in the special governance segments. In this article, the authors summarize the findings of their study of the reaction of stock prices to the announcement by 31 Brazilian companies of their intent to list on one of the special governance exchanges. Their analysis showed that the companies choosing to list in these segments experienced an increase in both the value and the liquidity of their shares. In light of this evidence, such corporate decisions can be seen as functioning as publicly verifiable signals of commitment to greater transparency and investor protection. And the fact that the listing requirements of the special segments are stricter than those of Brazilian securities legislation means that stock exchanges—and the companies that choose to list on them— effectively have the option to initiate or lead investor protection reforms, as opposed to just complying with them. Thus, in countries where governance legislation is weak and the progress of reform is slow, stock markets can play a key role in helping companies differentiate themselves through exchange‐defined governance codes.     

Does the location of stock exchange matter? A within-country analysis

The current study documents an interesting phenomenon that retail investors prefer to invest in stocks listed at the stock exchange that is geographically close to them in China. This pattern is robust when we control for the well-documented local bias within a country. Among companies with similar distances to both stock exchanges and companies headquartered locally, investors still display a strong tendency to invest in locally-listed stocks. Among stocks with similar distances to both stock exchanges, those listed in Shanghai (Shenzhen) co-move more in returns and trading volumes, with the benchmark at the Shanghai (Shenzhen) stock exchange. Such a preference for local exchange seems not to be motivated by information advantage, because investors do not obtain abnormal returns from their trades on stocks listed nearby. Our findings provide additional evidence that non-information-based familiarity bias induces investment and that such investor bias and exchange-level sentiment influence asset price formation.     

Why newly listed firms become acquisition targets

We study the operating, financial, and ownership structure characteristics of newly listed firms which become acquisition targets shortly after their initial public offerings. We examine whether such firms get acquired because of their successful performance or as an alternative to delisting. We find that firms, which do relatively well in terms of operating as well as stock performance and attract institutional investor interest, draw the attention of acquirers. Furthermore, we observe that investments made by newly listed target firms do not destroy shareholder value and have comparable profitability to investments made by newly listed firms which grow by acquisitions. Overall, firms acquired shortly after listing are on a growth trajectory similar to that of surviving firms.     

Multimarket Trading and Liquidity: Theory and Evidence

We develop a new model of multimarket trading to explain the differences in the foreign share of trading volume of internationally cross‐listed stocks. The model predicts that the trading volume of a cross‐listed stock is proportionally higher on the exchange in which the cross‐listed asset returns have greater correlation with returns of other assets traded on that market. We find robust empirical support for this prediction using stock return and volume data on 251 non‐U.S. stocks cross‐listed on major U.S. exchanges.     

Fundamental Investors Reduce the Distraction on Management from Random Market “Noise”: Evidence from France

The authors find that financial markets have real effects on corporate decisions but that, unfortunately, some temporary market enthusiasm, unrelated to firm intrinsic value, may cause management to make value‐destroying decisions as the result of random and uninformed stock market volatility. In particular, they are prone to making bad decisions after stock market overreactions to “surprise” earnings announcements. This study shows a positive effect of greater long‐term ownership on French listed firms. Fundamental investor ownership reduces the degree of market mispricing which serves long‐run shareholder value maximization. A fundamental investor is one that, on average, hold his shares for at least two years, is in the top quartile of a firm ownership, and has an active allocation strategy. They are about 8% of all investors. Compared to non‐fundamental investors, fundamental investors hold their positions on average three times longer and have positions 1.5 times larger. Fundamental investors are more present in firms which have more liquid stocks, which pay dividends, and which are relatively poorer performers and have relatively lower market‐to‐book than their industry peers.     

Growth Strategies and Value Creation: What Works Best for Stock Exchanges?

In recent years, demutualized stock exchanges increasingly have been engaging in mergers and acquisition (M&A) and alliance activities. To examine the effect of these growth strategies on exchange shareholders’ value creation, we focus on 15 public stock exchanges and investigate their short‐run share price responses to the formation of 111 M&As and alliances around the world spanning the period 2000–2008. Our findings show that the average stock price responses for M&As and alliances are positive. M&As create more value than alliances. For alliances, joint ventures generate more value than nonequity alliances. More value accrues when the integration is horizontal than when it is vertical. Cross‐border integration creates more value than domestic integration. In addition, there is evidence of learning‐by‐doing effects in stock exchange integration activities. Finally, we find that when the partnering exchange is located in a country with better shareholder protection, accounting standards, and capital market development, more shareholder value accrues to our sample exchange. These patterns are consistent when we examine the exchanges’ long‐run performance.