
Chapter 17: Financial management and multinationals
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The process of raising capital by issuing shares in a stock market
Although the detailed rules vary between countries, the broad nature of the rules
for issuing shares in a stock market are fairly similar in most countries with a large
stock market. There is a two-stage process of acceptance before the shares can be
issued.
The company and its shares must be approved by a regulatory authority for the
country’s stock markets. In the UK, this involves getting the shares accepted on
to an ‘Official List’ by the Listing Authority, which is a department of the
financial markets regulator (the Financial Services Authority), or by a similar
listing authority in any other EEA country of Europe. Obtaining a listing for the
shares includes an approval process for a draft prospectus for the share issue.
Companies whose shares have been accepted on to the Official List are called
‘listed companies’. In the US, approval must be obtained from the US stock
markets regulator, the Securities and Exchange Commission or SEC.
The company must also apply to the country’s stock exchange for the shares to
be accepted for trading on the stock market operated by the exchange. In the UK,
for example, companies apply to the London Stock Exchange for the new shares
to be admitted to trading on the exchange. Similarly, in the US, a company might
apply for its shares to be traded on the New York Stock Exchange or NASDAQ.
When the shares have been issued and are trading on the stock market, the
company must comply with continuing regulations of both the financial markets
regulator and the stock exchange. In the UK for example, listed companies must
comply with the Listing Rules and the Disclosure and Transparency Rules of the
financial markets regulator, and must also comply with the Admission and
Disclosure Standards of the London Stock Exchange which require for example that
securities must be eligible for electronic settlement.
Some multinational companies obtain listings for their shares in two or more
countries. For example a company in Germany might obtain a listing in Germany
and its shares might be traded on the German stock market. In addition, the
company might obtain a listing for its shares in the USA or in the UK.
International companies might obtain a listing for their shares in a major
international stock market such as London, in addition to their own country. In
recent years, several major companies in countries such as Russia and Kazakhstan
have sought a listing in the UK. The advantage of a London listing for these
companies is that they gain access to global investment capital: it is much easier to
raise capital by issuing shares in the UK than in countries with financial markets
that are much less developed.
Raising capital by issuing bonds
In recent years, multinational companies have often preferred to raise capital by
issuing bonds rather than shares. Debt capital has been much cheaper than equity,
and institutional investors have been willing to invest in large quantities of bonds.
If a multinational company wants to raise capital in the international markets, it
might prefer to consider the possibility of issuing bonds in a national bond market
rather than consider the possibility of a share issue.