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SEC reforms tipped to ‘turn on the tap' for London Stock Exchange

SEC reforms tipped to ‘turn on the tap' for London Stock Exchange

Times4 days ago
The US market regulator is considering plans to change how foreign companies are listed in New York, which could provide a much-needed boost to the London Stock Exchange.
Under ideas circulated by the Securities and Exchange Commission (SEC), foreign companies that are quoted in New York could be required to have a secondary listing in another location if they aren't already listed elsewhere.
This demand, if enacted, could affect prominent companies including Arm, the Cambridge-based chip designer that is listed in New York.
Foreign companies could also be subject to American accounting rules, which might have the effect of forcing them to move their entire domicile to the US.
Lawyers at the global legal firm DLA Piper said the work under way at the SEC could 'turn on the tap' for London to attract secondary listings from these so-called foreign private issuers (FPIs). This would lift the London Stock Exchange, which has faced criticism for losing out on initial public offerings (IPOs) to New York. It has also been deserted by a number companies that have switched their listings to America in the quest for higher valuations.
• How to save London's stock market, by LSE boss David Schwimmer
Companies using the FPI rules are not subject to quarterly reporting requirements and can use international accounting standards to retain their New York listings. However, the SEC said it had devised these rules decades ago on the basis that they would be 'subject to meaningful disclosure and oversight in their home jurisdictions'.
Before 2003, the vast majority of FPIs were European and subject to oversight by their domestic regulator. But 20 years later, the largest jurisdiction in terms of 'issuer incorporation' was the Cayman Islands, and the largest by headquarters was China, the SEC said.
Rob Newman, co-head of capital markets for DLA Piper in the UK, said that if the changes were implemented, there could be repercussions for a wide range of companies. 'What we're talking about is companies [like] Arm Holdings, which chose to list in New York, doesn't have its stock traded anywhere else, and is currently relying on exemptions of being a foreign private issuer,' he said.
Another company to take advantage of the FPI regime has been Virax Biolabs, a Glasgow-based biotech company that listed its shares on Nasdaq after incorporating in the Cayman Islands.
In a letter to the SEC, Virax Biolabs' chief executive, James Foster, said: 'Our company was advised by our underwriter at the time of IPO to incorporate in the Cayman Islands as a means to facilitate a US listing. Our operational headquarters, executive leadership and business administration have always been located in the United Kingdom. We would not have adopted the Cayman structure but for this advice.'
The SEC has asked for responses to its consultation by early September. It is unclear when it would make any rule changes.
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