Why do stock exchanges demutualize and go public? Abstract In this paper we investigate what drives the decision of stock exchanges to demutualize and go public. We find that stock exchanges that demutualize and go public are in countries with a higher level of economic and political freedom facing greater competition from their peers. Demutualized exchanges go public to raise capital, and because they are subject to more trade migration. Comparing the motivation of stock exchanges to go publicly listed with “common companies”, we find that larger, older and riskier stock exchanges do not go public, but the primary motive seems to be to make acquisitions. JEL classification: G15, G29, G34. Keywords: stock exchanges, competition, demutualization, going public, mergers. 1 Following a worldwide trend and after a first failed attempt, the New York Stock Exchange (NYSE) has demutualized and went public1. In December 2005 more than 955 members of NYSE approved the proposed merger of the exchange with Archipelago Holdings, a public listed electronic exchange, and both exchanges become subsidiaries of the NYSE Group Inc. (World Federation of Exchanges2, 2005). Traditionally stock exchanges have been mutual structures with access to trading floors restricted to some intermediaries - members. In addition, regulatory barriers creating regional or national monopolies protected trading business. The mutual structure assured the protection of monopoly power and the extraction of monopoly rents as empirically found by Pirrong (1999). Since the beginning of the 90’s several stock exchanges have demutualized, i.e. they become forprofit companies and opened ownership to outside investors. In addition, a growing number of exchanges have introduced shares of their companies on the stock market they operate- a process called self-listing- emphasizing at the same time the for-profit and public nature of the activity. In the mid 90’s the number of WFE members that were for-profit structures was around 10%, while in a 2002 survey this number was 63% (WFE, 2003). Table I presents the ten largest stock exchanges in the world. All exchanges are already demutualized, eight have already went public and the Spanish exchange already announced that it also intends to go public. (Table I around here) Demutualization separates trading and ownership rights diversifying the exchange’s shareholder base. The traditional owners of stock exchanges, members, lose power and influence in exchange decisions. It is thus natural that they have resisted to demutualization. Flecker (2005) reports that the first attempt of NYSE to demutualize in 1999 failed due to the resistance of members. In this paper we address the question of the stock exchanges demutualization. We want to put the reasons that make exchanges demutualize and go public on sounder empirical footing. Given that 1 2 The first attempt of NYSE to issue capital was in 1999 (The Wall Street Journal, 29 July 1999). We will use the acronym WFE hereafter. 2 demutualization process has important consequences on exchange members, we find interesting to have a better understanding of the motives behind the demutualization and flotation of stock exchanges. Additionally, little is known whether the stock exchange business share the same motivation to go public as “common firms”. We intend to fill this gap by analyzing whether flotation reasons pointed out for firms fit in stock exchanges. Steil (2002b) points out that a high level of direct competition between exchanges makes it difficult for members to block reforms and protect their intermediation rights, becoming more open to governance reforms and outside ownership. In the case of NYSE, despite being the largest stock exchange in the world it also faced stiff competition. Domestic rivals have demutualized3, some even went public like NASDAQ, adopting a more entrepreneurial attitude, and ECNs have been gaining a special status. Since 1997, the Securities Exchange Commission (SEC) has allowed them to offer information dissemination, price quotation and order matching mechanisms for NASDAQ securities; regulation on Alternative Trading Systems in 1999 established a regulatory framework to integrate alternative trading systems more fully into the national market system. Demutualization is seen as a trigger for the restructuring of stock exchanges. Opening membership to new investors changes the focus of exchanges. They can feely pursue business opportunities without being restricted to the vested interests of members. Hart and Moore (1996) show that as the exchanges faces competition, outside ownership of the exchange becomes more efficient than a members cooperative. Aggarwal (2002) refers that the decisions to demutualize are based on the recognition that the old member-owned association structure fails to provide the flexibility and the financing needed to compete in today’s competitive environment. Mendiola and O’Hara (2004) argue that the costs of organizing as a cooperative in the new competitive environment are greater than the benefits. 3 Pacific Exchange in 2004, the Philadelphia Stock Exchange in 2004 and the Chicago Stock Exchange in 2005. 3 We analyze data on the governance regime of 109 stock exchanges. The legal structure of stock exchanges is classified into five categories defined by the WFE (WFE, 2003): Publicly listed exchanges; private limited companies; associations; member-owned limited companies and other legal status such as government and semi-government agencies. Our main findings are as follow: First, we find that stock exchange competition drives demutualization and going public. The level of economic freedom and in particular liberalization of capital market controls are significant variables. We find also that democracy is an important catalyst of demutualization and going public. This is consistent with Rajan and Zingales’ (2003) view that in democracy incumbents are less able to protect their monopolies and to impose restrictions on competition. Second, two main reasons lead demutualized exchanges to go public: to raise capital and a higher level of competition from peers. Capital market freedom is higher for publicly listed exchanges than for private exchanges suggesting that the former are more exposed to trade migration. Further, demutualized stock exchanges go public to raise new finance similar to the evidence for firms (e.g., Boehmer and Ljungqvist, 2002, Kim and Weisbach, 2005). Third, except for the purpose of raising capital discussed above, stock exchanges seem to go public from different reasons than the ones that have been theoretically argued and empirically found for “common” firms. Fixed costs (Ritter, 1987), adverse selection costs (Chemmanur and Fulghieri, 1999) and liquidity costs (Bolton and von Thadden, 1998, Subrahmanyan and Titman, 1999) do not seem related to the going public decision. We also do not find that stock exchanges go publicly listed because owners of companies want to diversify risk as suggested by Pagano (1993) and unlikely Rosen, Smart and Zutter (2005) finding for banking industry. On the contrary, we find that publicly listed stock exchanges have less volatility. Finally, we do not find evidence that stock exchanges go public to enhance reputation or because of domestic competition. 4 Fourth, other governance regimes seem to be driven by regional preferences. Associations are likely to come from South America, while government and members are likely to come from the Middle East. Fifth, the data provides evidence that stock exchanges seem to demutualize to make mergers; as mergers are an important instrument in enhancing liquidity, we interpret this finding as an additional signal of stock exchange competition. Finally, the results suggest that stock exchanges go public to make acquisitions, consistent with the surveys of Brau and Fawcett (2006) and empirical findings of Rosen, Smart and Zutter (2005) on the banking industry. Further, we find weak evidence for the hypothesis that stock exchanges restructure internally before going public as posit by Subrahmanyan and Titman (1999). Our paper is also related to a burgeoning literature that investigates the effects of demutualization. Domowitz and Steil (1999) relate the quality of markets with governance and automation. Aggarwal (2002) analyses the performance of stock exchanges in terms of price. Krishnamurti, Sequeira and Fangjian (2003) compare two stock exchanges from India, and find that the demutualized stock exchange has better market quality. Mendiola and O’Hara (2004) investigate the effects of the change of governance in stock exchanges on performance and evaluation. They find that exchange performance tends to improve after the change of governance. Stock exchanges outperform other newly listed stocks in their home markets. Hazarika (2005) analyzes two demutualized stock exchanges, the London Stock Exchange and the Italian Stock Exchange, and finds that demutualization helps the stock exchanges to increase order flow. This paper proceeds as follows: Section I describes prior research and the theoretical guidance for the analysis. Section II describes the data and presents summary statistics. Section III reports the methodology and makes the analysis of the motives of stock exchange demutualization and flotation. Section IV examines the relationship between demutualization and mergers. Section V 5 analyses if there is a link between going public and change of ownership control. Section VI makes a robustness analysis. Concluding remarks follow in Section VII. I. HYPOTHESES DEVELOPMENT In this section we start by describing previous research about stock exchange governance, and then we discuss and enumerate our hypotheses. A. Mutual structure and competition Traditionally exchanges have been seen either as public entities, like continental European exchanges, or as private structures, deeply regulated by public rules like the Anglo-Saxon exchanges. In all cases the access to trading floors was restricted to some trading intermediariesmembers- that in turn paid membership fees. The trading business was additionally protected by regulatory barriers that created regional or national monopolies. The mutual structure was therefore the type of organization that assured the protection of monopoly power and the extraction of monopoly rents (Pirrong, 1999). Given the evident advantages of the membership structure, it is interesting to discuss the reasons that have made members accept demutualization, i.e. a transformation into a for-profit company with a concomitant separation of trading and ownership rights. Steil (2002a) relates the change of the governance structure with the progress of technology. According to the author, the mutual exchange is a product of the pre-techno era, and as markets become fully electronic “ the traditional concept of membership becomes untenable”. While on a trading floor there are physical restrictions in the number of traders, the cost of adding a new one in an electronic trading platform goes marginally to zero. The implementation of electronic trading systems fosters competition between stock exchanges. As technology evolves, trade does not depend on a centralized physical venue. Macey and O’Hara (1999) refer that technology contributed to the demise of national boundaries, and stocks do not 6 need to be listed where the companies operate. A good illustration is when the London Stock Exchange implemented SEAQ International (SEAQ-I), an electronic market listing some important European companies already listed on national exchanges without their request4. This move provoked a reaction of other continental European who reformulated their trading systems and regulations. Also Electronic Communication Networks (ECNs) brought competition to the traditional stock exchanges by providing an alternative trading structure without the need for human broker dealers. They compete with stock exchanges offering lower transaction costs5 and after hour trading 6. Even trading intermediaries can internally develop their own trading system matching investors competing with exchanges. Another sign that the monopoly has disappeared is the decreasing price of membership fees7. In the NYSE the price of seats has fallen 40% in six years, the OMX has established a single membership fee for operating on the three exchanges (WFE, 2006) and many stock exchanges have even eliminated membership fees like Deutche Börse. The membership structure is considered inadequate in a more competitive environment. Hart and Moore (1996) show that as the exchanges face competition, outside ownership of the exchange becomes relatively more efficient than a members cooperative. Aggarwal (2002) refers that the decisions to demutualize are based on the recognition that the old member-owned association structure fails to provide the flexibility and the financing needed to compete in today’s competitive environment. Mendiola and O’Hara (2004) argue that the costs of organizing as a cooperative are now greater than the benefits. 4 The upshot was an immediate increase of trade towards London, "more than 50 % of the volume of the French blue chips and one-third of the German ones were diverted to the London market" (Benos and Crouhy, 1996, p.38). See a detailed description in Pagano (1998). 5 Domowitz and Steil (1999, 2002) find that total trading cost savings achieved through non-intermediated electronic trading systems were 32.5% on NASDAQ trades, and 28.2% on trades of the NYSE listed stocks. For commissions, they find that automated execution fees were on average 70% less than those levied by institutional brokers in the sample. Conrad, Wahal and Jonhson (2003) also confirm that realized execution costs are generally lower on crossing systems and ECNs. 6 Archipelago starts trade at 4.00 am. 7 The price of an exchange membership, the seat price, incorporates the value of exchange trading privileges to the marginal member (Pirrong, 1999). 7 Demutualization is seen as a trigger for the restructuring of stock exchanges. Opening membership to new investors changes the focus of exchanges. They can feely pursue business opportunities without being restricted to the vested interests of members. Domowitz and Steil (1999) list several benefits of demutualization8 as compared to mutualized stock exchanges. They advocate that demutualized stock exchanges should provide a better quality market than mutualized stock exchanges. B. Hypotheses More recently some authors have emphasized that new political economy can explain how pressure groups affect regulation and how it can help understanding financial reforms (Pagano and Volpin, 2001). In the same spirit, Rajan and Zingales (2003) propose an “interest group” theory of financial development where incumbents, already financial established agents, might collectively have a vested interest in preventing financial development because it breeds competition. Theoretical and empirical evidence has shown that the long-term interest of exchanges conflicts with member’s interest. Hart and Moore (1996) analyze the efficiency of an exchange run as a member cooperative relative to that of a for-profit exchange with a single outside owner. They argue that cooperative exchange members may be reluctant to accept changes that would affect their own businesses, even if they are in their own interest in the long run. Pirrong (2000) also demonstrates that when exchanges are not perfect substitutes, they may adopt inefficient rules that benefit members at the expense of customers and third parties. The argument is that many stock exchanges are owned or controlled by financial intermediaries who are also the major buyers of the exchanges services. This is consistent with empirical observation that members have resisted to changes, such as automation of trading and remote membership, which would increase stock market liquidity but affect their profits. 8 See also Lee (2002). 8 Nevertheless, Rajan and Zingales refer there are periods where the incumbents do not always have the ability or the incentives to oppose development. One of these cases is when there are political changes like democracy. Perotti and Volpin (2004) argue also that democracy is a proxy of political accountability and political accountability reduces the influence of lobbying on political decisions. Building on this insight, we analyze the hypothesis that demutualization (going public) is more likely to occur in democratic countries. Another case it is when incumbents face competition. Financial institutions will seek to enhance their skills to compete with foreign financial institutions both internally and abroad, as in the case of SEAQ market. Steil (2002b) points out that a high level of direct competition between exchanges makes it difficult for members to block reforms and protect their intermediation rights, becoming more open to governance reforms and outside ownership. Lastly, a final source of pressure comes from foreign financial firms. As they are not part of the domestic and political network they are not likely to protect local intermediary rights. Steil (2002b) refers that the internationalization of membership reduces the weight and the influence of domestic intermediaries. Large international banks, members of numerous exchanges, have much less motivation to defend mutual structures than local intermediaries. From the above discussion, we analyze the hypothesis that exchanges that demutualize (go public) are under more intense competition from their peers. Stock exchanges are governance standards setters. They demand certain standards of governance to their listed companies. We conjecture that stock exchanges are influenced by governance circumstances and consequently stock exchanges in countries with higher standards of governance are more likely to demutualize (go public). Our starting point to the analysis of the decision to go public is the standard literature on the topic. There are several theories that explain why companies go public9. First, the decision to go public 9 For a survey on the topic see Pagano, Panetta and Zingales (1998). 9 has fixed costs. Ritter (1987) advocates that smaller companies are less likely to take this step. Chemmanur and Fulghieri (1999) highlight that the adverse selection costs are a more serious obstacle for young and small companies, which have little track record and low visibility than for old and large companies. Along the same line, we also verify whether stock exchanges share these motives with “common companies”. Bolton and von Thadden (1998) model shows that a firm is more likely to choose a dispersed ownership structure if there is more active trading in its secondary market. Subrahmanyan and Titman (1999) also refer that when the stock market consists of a relatively small number of firms, the information conveyed in the public market is less accurate, which generally decreases the advantage of being publicly financed. Hence, stock exchanges might not want to go public because of liquidity costs. Companies can go publicly listed because owners of companies want to diversify risk (Pagano, 1993). Rosen, Smart and Zutter (2005) analyzing banking industry find that banks that go public are riskier than those that remain private. In the same vein, we check whether riskier exchanges are more likely to go publicly listed. Going public might be a question of reputation, as it improves investor and company recognition (Roëll, 1996). Thus we examine whether it is likely that exchanges with concerns about reputation go public. Companies naturally go public to raise capital. Roëll (1996) state that access to new finance is the most cited reason by stock market entrants for floating their stock. Pagano and Roëll’s (1998) model shows that companies are more likely to go public if they need a large amount of new funding relative to their value. The empirical evidence on this hypothesis is mixed. Pagano, Panetta and Zingales (1998) conclude that Italian firms choose to go public not to finance future investment and growth but rather to rebalance their leverage and allow managers to liquidate their positions, while Boehmer and Ljungqvist (2002) and Kim and Weisbach (2005) find that firms rely on IPOs 10 to raise capital to finance investment. We find natural that given that the cooperative structure with a limited number of members limits investment needs, stock exchange demutualize to raise capital To summarize, the testable hypotheses are: H1(Democracy hypothesis): Stock exchanges in more democratic countries are more likely to demutualize and go public. H2(Competition hypothesis): Stock exchanges facing more competition are more likely to demutualize and go public. H3 (Governance hypothesis): Countries with higher governance standards have stock exchanges that are more likely to demutualize and go public. H4 (Fixed Costs hypothesis): Smaller stock exchanges are less likely to go public. H5 (Adverse Selection costs hypothesis): Younger stock exchanges are less likely to go public. H6 (Liquidity costs hypothesis): Less liquid stock exchanges are less likely to go public. H7 (Risk sharing hypothesis): Riskier stock exchanges are more likely to go public. H8 (Reputation hypothesis): Stock exchanges more concerned about reputation are more likely to go public. H9 (New Finance hypothesis): Stock exchanges go public to raise capital. II. DATA A. Variables The data consists of information about the stock exchange governance regime of 109 stock exchanges. Data is from Ramos (2006a) that collects detailed information about more than hundred stock exchanges from sources such as WFE and websites, including the governance regime. Legal structures of stock exchanges are classified in five categories defined by the WFE (WFE, 2003). Private limited companies. Stock exchanges that have demutualized but which not are listed. The ownership is slightly more open and can include for instance institutional investors. Publicly listed exchanges. The exchange shares are listed on their own exchange and they are freely negotiable among investors. 11 Associations. These member cooperatives generally have no share capital, and access to membership is restricted. Member-owned limited companies. Stock exchanges registered as private companies where intermediaries are almost the sole owners of the exchange. Finally, we have other legal status such as government and semi-government agencies. We will use dummy variables to represent the governance regime. Some caveats are still in order. Steil (2002a) notes that despite demutualization many exchanges are still controlled by intermediaries, i.e. stock exchanges became for–profits companies but have no outside owners. For the author, it is essential that non-members are free to buy equity stakes in the exchange from current owners, if demutualization is to be successful. Secondly, the natural process has been first stock exchanges demutualize becoming private firms and then, some have become publicly listed. Stock exchanges after demutualization are sometimes acquired by other companies, e.g. the Stockholm Stock Exchange was acquired by OMX, a publicly listed technology company, or by other stock exchanges, e.g. the Lisbon Stock Exchange was acquired by the Euronext group. Following discussion of the previous section, we use several measures to proxy competition among stock exchanges. We would like to have a metric that refers specifically to direct competition among stock exchanges and internationalization of members as hypothesized by Steil (2002b). We assume that countries with higher economic freedom allow greater competition between domestic and foreign intermediaries. We use the Index of Economic Freedom (ECONOMIC FREEDOM) of the Fraser Institute, which presents several advantages for our purpose. It covers our sample almost entirely. It has data available for 1990, capturing the competitive environment at the beginning of the demutualization trend. Finally, and not least important the index is composed of several sub-items, some of which are directly related with our ideal metric. The index is on a scale of 0 to 10, with greater values indicating greater economic freedom (Table 1-Appendix A provides a detailed description of all variables). 12 Stock exchanges in countries with fewer capital controls are subject to more trade migration. Therefore we analyze the sub-item International Capital Market Controls10 (CAPITAL CONTROLS). We expect to see a positive relation between the competition indicators and the probability of demutualization and going public. We also analyze whether exchanges that are more subject to regional and domestic competition are more likely to demutualize and go public. For instance, it is often referred that the launch of a single currency would foster competition between European exchanges as it increases comparability between them. To measure the level of regional competition, we use dummy variables to indicate the geographical region of the stock exchange. The level of domestic competition measured by the number of stock exchanges in the country might influence the decision of demutualization and going public. To control this we use dummy variables to indicate whether the country has one stock exchange (ONESE) - or more than two financial (MORETWOSE). The democracy hypothesis is analyzed using a democracy index (DEMOCRACY) from POLITY IV. The index measures the general openness of political institutions and ranges between zero and ten with a greater number indicating greater democracy. The validation of the democracy hypothesis implies a positive and significant coefficient. To measure the level of governance standards of a country we use the aggregate governance indicators of Kaufmann, Kraay and Mastruzzi (2003). The data describe six dimensions of governance: government effectiveness, control of corruption, regulatory quality, rule of law, voice and accountability, and political stability. The six governance indicators are measured in units ranging from about -2.5 to 2.5, with higher values corresponding to better governance outcomes. This data have been used in several studies and one of the advantages is that it covers more than 10 International Capital Market Controls is an aggregation of Access of Citizens to Foreign Capital Markets and Foreign Access to Domestic Capital Markets and in Restrictions in Foreign Capital Market Exchange/Index of capital controls among 13 IMF categories. 13 100 countries from 1996 to 2004. According to the hypothesis, these variables should have a positive relation with the probability of demutualization and going public. However these variables are highly correlated between them, therefore, we create another variable that is the average of the six aggregate indicators of governance (GOVERNANCE). The next variables relate solely to the hypotheses of going public. As we refer in the previous section, stock exchanges might not go public because of costs. To test the adverse selection costs and the fixed costs hypotheses, we investigate if larger and older stock exchanges are more likely to go public. To proxy these variables we use the logarithm stock market capitalization (MARKET_CAP) and the logarithm of age of a stock exchange (YEARS). Liquidity costs are proxied by the ratio of stock market trade to the Gross Domestic Product (GDP) (LIQUIDITY). LIQUIDITY is expected to have a positive coefficient with the decision of going public. To analyze the hypothesis of “risk sharing” we investigate if riskier stock exchanges are more likely to go public. We assume that risk of the stock exchange is the risk of its trading products, and we use the standard deviation of market returns (RISK). We expect to see a positive relation between RISK and the decision of going public. To proxy reputation we consider that older stock exchanges and the ones with foreign listing have more concerns about reputation, since stock exchanges with foreign listing are usually viewed as international financial centers. We use a dummy variable to indicate whether the stock exchange has foreign listing (FOREIGN LISTING). To analyze if stock exchanges go public to raise capital, we use information about Initial Public Offerings from Mendiola and O’Hara (2004). IPO is a dummy variable that indicates whether the exchange made an IPO or not, and the sign should be positive according to our hypothesis. 14 Finally, we control for country development using GDP per capita (GDPpc) with data from the World Bank. Overall, explanatory variables concern stock exchanges specific characteristics but also country features. This raises problems in the treatment of some Pan-European exchanges such as Euronext and OMX, as our initial database contains information on Euronext and OMX subsidiaries. To analyze the decision of demutualization, subsidiaries will be considered individually because demutualization was the first step; in other words stock exchanges demutualized before they merged or were acquired. However, in the decision to go public we consider only the parent companies, as only they are listed, implying an aggregation of country data for those stock exchanges11. B. Summary Statistics Table II presents the summary statistics of our sample. Besides the mean for the entire sample, we also present the mean of non-demutualized, demutualized and publicly listed stock exchanges. The T-test analyses the null hypothesis of equality of the means of groups12. The sample of stock exchanges consists of 19 publicly listed, 33 private companies, 25 associations, 16 government agencies and 16 member-owned stock exchanges. Demutualized exchanges are almost half of our sample. (Table II around here) This first inspection of the data seems to indicate that non-demutualized, demutualized and public listed exchanges show some significant differences concerning the explanatory variables. Looking at competition indicators, there is a difference in the means of the groups. There is great economic freedom, capital control freedom and democracy levels in demutualized stock exchanges than in non-demutualized, and great in publicly listed than in demutualized exchanges. The T-test 11 We have also done the analysis without aggregating stock exchanges. The results are the same except for the IPO variable. 12 The T-test p-values are not presented for dummy variables. 15 supports this idea rejecting the null hypothesis that the means of groups are equal in all variables. Political and economic liberalization is therefore increasing from non-demutualized to demutualized and then to publicly listed exchanges. Governance standards are also higher in demutualized than in non-demutualized stock exchanges and on publicly listed exchanges than on demutualized exchanges. The T-test also rejects the hypothesis that the means of the groups are equal. Demutualized exchanges, and in particular public listed exchanges are larger, less risky, more liquid, older and they tend to have foreign firms listed. However, the test rejects the null for risk and liquidity hypothesis if we consider a 5% confidence level. Concerning domestic competition, the existence of one or more than two stock exchanges, does not seem to distinguish the groups. The summary statistics also reveal that demutualized exchanges, and in particular publicly listed exchanges, belong to higher income countries. Concerning regional distribution, there seems to be a prevalence of demutualized stock exchanges in Asia and Western Europe and public listed exchanges in Western Europe. III. EMPIRICAL RESULTS This section describes the methodology, analyses the correlation between explanatory variables and tests the proposed hypotheses. A. Methodology We use a probit model to explain the likelihood of demutualization and going public. The dependent variable of the model is a dummy variable that indicates whether the exchange is demutualized (DEMUTUALIZATION) or publicly listed (PUBLIC). Pr(DEMUTUALIZATION)=F(aX) Pr(PUBLIC)=F(aX) (1) (2) 16 where F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables discussed in the previous section. B. Correlations Table III reports correlation between variables. Our analysis focuses on the correlation between independent variables because of potential multicollinearity problems. The competition indicators are positively correlated with governance standards and GDP per capita. Countries that have higher governance standards are more liberalized economically and also have higher income per capita. Stock exchanges in countries with more economic freedom have more foreign firms listed, are older, more liquid, and present less volatility. The same is true of stock exchanges in countries with higher governance standards; we would especially like to highlight that the correlation of governance standards with volatility is very negative. Countries with higher GDP per capita as well as countries in Western Europe also present more liquid, more risk and older stock exchanges. Older stock exchanges present higher standards of governance and liberalization of stock markets. Countries in Western Europe have higher governance standards and have greater economic freedom, which makes it difficult to isolate regional competition. (Table III around here) C. Univariate Analysis Table IV reports the results of an univariate probit model. All the models are estimated with a constant although this is not presented in the table. Besides the coefficients, we present the standard error, the statistical significance of the coefficient, the McFadden R-square, which is analog to Rsquare reported in the linear regression models. 17 The goal of this analysis is to have a snapshot of the importance of the main variables. As we have seen in the correlation analysis some of the variables are strongly correlated and we cannot use them all in the probit estimation due to multicollinearity, therefore it is important to filter the main ones. We start by analyzing the hypothesis that competition increases the probability of stock exchanges to demutualize and go public. The coefficient of ECONOMIC FREEDOM is positive and statistically significant from zero both for demutualization and going public. As we have referred previously, the index can be broken down into more specific sub-items such as CAPITAL CONTROLS. Stock exchanges in countries with less restrictions to capital flows are more likely to demutualize and go public. (Table IV around here) Therefore the sign of coefficients are consistent between them, and we do not reject the hypothesis that the probability of demutualization and going public increases with strong stock market competition. Interestingly, the more general index of economic freedom has more explanatory power in the decision of demutualization, while capital controls explain better the decision to go public than the general index. A higher level of democracy increases the probability that stock exchanges demutualize and go public supporting the hypothesis that group interests, like intermediation rights, are less protected in democracies. The governance standards hypothesis is also not rejected. The index13 is positive supporting the hypothesis that higher governance standards increase the likelihood that stock exchanges demutualize and go public. 13 All the components of the governance index have a positive and statistically significant coeffcient. Among them we highlight Regulatory Quality as having great explanatory power. 18 We find empirical support for validating the hypotheses of fixed, adverse selection and liquidity costs. Market capitalization, age and stock market liquidity weight on the decision of demutualization and going public. Although statistically significant in both models, liquidity of stock markets measured by the ratio of stock market trade to GDP is more important in explaining the decision to go public than demutualization, which strengthens the conjecture that stock exchanges only go public if their stock market is liquid. Concerning the hypothesis that stock exchanges go public to improve reputation, YEARS and FOREIGN LISTING are statistically significant in both decisions, but the R–square is higher in the decision to go public. Therefore, reputation might be an important motivation for exchanges going public. Stock exchange risk does not seem very important in explaining the decision for demutualization but is important in going public. However, the sign is contrary to our conjecture; less risky stock exchanges are more likely to go public. This might happen because riskier stock exchanges are often the ones where there is less stock market liberalization and lower governance standards, as shown in the correlation analysis. Also the hypothesis that stock exchanges go public to raise capital is rejected; the coefficient is not statistically significant and the sign is negative. Concerning domestic competition, the number of stock exchanges in the country does not seem to be related with the decision to go public. As for regional competition, we only found evidence that stock exchanges in Western Europe are more likely to go public. However, we cannot disregard the fact that competition is stronger in Western Europe because countries have more economic freedom, which is corroborated by the correlation analysis. Stock exchange in Western Europe and North America are more likely to demutualize while the choice of a non-demutualized regime is more likely in Africa and South America. 19 GDPpc is positive and statistically significant showing that stock exchanges are more likely to demutualize and go public in higher income countries. Overall, this first inspection supports the hypothesis that stock market liberalization, higher governance standards and democracy increase the probability of stock exchanges demutualizing and going public. In addition, larger, older, more liquid sock exchanges, with foreign listing and lower risk are more likely to go public. We do not find support for hypotheses that stock exchanges go public because of domestic competition, to raise capital or to share risk. In general, the goodness-offit of the explanatory variables seems to be higher in the decision to go public than to demutualize. D. Probit Results Before presenting the main results, we would like to recall that in sub-section B we report that there is a strong correlation between variables such as governance standards, economic freedom, and wealth of investors; therefore we cannot use them all in the probit estimation, due to multicollinearity. Further, we will follow the indications given by the univariate analysis concerning the most important variables. Table V reports the maximum likelihood estimates of the probit model for the decision of demutualization. It presents the coefficients, the statistical significance of the coefficient, the number of observations, the McFadden R-square and the likelihood ratio. The likelihood ratio tests the null hypothesis that the coefficients are equal to zero. (Table V around here) The first estimation shows that ECONOMIC FREEDOM and DEMOCRACY are statistically significant variables and the R-square is around 40%. Adding the GOVERNANCE in Probit 2 does not improve the estimation; the coefficient is not statistically significant and the R-square does not increase. Therefore the hypothesis of governance standards is rejected. 20 Therefore, an increase in competition and democracy levels increases the likelihood of demutualization of stock markets14 consistent with Steil (2002b) and Rajan and Zingales’ (2003) conjectures. Table VI reports maximum likelihood estimates of the probit model for the decision to go public. We start by introducing the variables that are statistically significant from zero in the demutualization model: DEMOCRACY and ECONOMIC FREEDOM. In Probit 1 ECONOMIC FREEDOM is not statistically significant, contrary to DEMOCRACY and GOVERNANCE. However, when we replace ECONOMIC FREEDOM by CAPITAL CONTROLS, the R-square increases substantially and the coefficient is significant, but GOVERNANCE is no longer statistically significant (Probit 2). Therefore stock exchanges that go public present a higher level of liberalization of capital controls and democracy than the rest of stock exchanges and the hypothesis of governance standards is rejected. (Table VI around here) All hypotheses related with costs as well as the with risk sharing are rejected. The coefficients of MARKET_CAP, LIQUIDITY, YEARS and RISK are not statistically significant from zero. The hypothesis that stock exchanges go public to raise capital is also rejected15. Despite the coefficient being statistically significant from zero, it is negative, which indicates that on the contrary stock exchanges do not go public to raise capital. Overall, we find that the decision to demutualize and go public is driven by greater capital control freedom and political freedom. Democracy seems to weaken the strength of interest groups and increase competition between intermediaries (Rajan and Zingales, 2003). The importance of economic freedom is consistent with Steil’s (2002b) hypothesis that free access to international 14 As already suggested by the univariate analysis, WESTERN EUROPE, ONESE or MORETWOSE are not statistically significant (not tabulated). 15 The hypothesis of reputation is also rejected. Besides the dummy variable to indicate foreign listing we also used total volume traded of foreign firms and the percentage of foreign firms listed on the total of listed firms. The results also took the same direction, giving no support for the reputation hypothesis. 21 financial markets and pressure from financial foreign firms catalyze strong changes in financial markets by increasing competition. We also find that general economic freedom is more related with demutualization and free capital movements with going public. Surprisingly, we do not find common reasons for what has been theoretically advocated and empirically found for firm’s flotation. E. Conditional Analysis The main objective of the subsequent analysis is to find out more about the reasons that separate demutualized exchanges from going publicly listed. Going public is a step after demutualization, i.e. it only happens if exchanges demutualize. Therefore, the previous analysis might not be totally indicative of the motives for stock exchange equitization. To examine this issue, we reduce the sample to only those exchanges that demutualized (52 stock exchanges) and repeat the probit estimation where the dummy variable is a variable that equals one if the exchange is publicly listed. Pr(PUBLIC/DEMUTUALIZATION)=F(aX) (3) Again F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables already discussed in the previous section. Table VII reports several estimations of probit models in the sample of demutualized stock exchanges. (Table VII around here) Demutualized stock exchanges go public because there is greater freedom of capital market flows, and therefore stock exchanges are more subject to trade migration. The coefficient is always statistically significant in all the model specifications. In Probit 1, we do not find statistical significance of GOVERNANCE and DEMOCRACY. Thus, demutualized exchanges do not seem to go publicly listed because they are affected by country governance standards or political freedom. Again we observe that fixed, adverse selection and liquidity costs do not affect the going public decision, contrary to evidence for firms. Chemmanur, He and Nandy (2005) find that larger and 22 older firms are more likely to go public and also Pagano, Panetta and Zingales (1998) find that larger firms are more likely to go public. Contrary to the finding of Rosen, Smart and Zutter (2005) for banks sharing risk does not seem to affect the decision as stock market volatility is not statistically significant. The most notable fact is that contrary to the unconditional analysis, in the conditional analysis we find evidence that raising new finance is a strong motivation to flotation of demutualized stock exchanges. This evidence is in line with previous findings for firms (see Boehenmer and Ljungqvist (2000), Kim and Weisbach (2005), Chemmanur, He and Nandy (2005)). F. Non-Demutualized exchanges Our analysis also addresses what drives exchanges to choose other governance regimes. Similarly to demutualized exchanges research, first we do a univariate probit analysis (not tabulated) where the dependent variables are dummy variables representing governance regimes such as association, government and member-owned. Results show that there seems to exist some regional preferences. Associations are likely to come from South America, while governmental and member stock exchanges are likely to come from the Middle East. Secondly, stock exchanges that are member-owned are more likely to come from countries where there are low levels of economic freedom. Third, we also find that younger stock exchanges choose to be governmental agencies, maybe representing an attempt of governments to stimulate stock markets and growth. The sign of YEARS is negative and statistically significant. Fourth, associations present less volatility. Table VIII reports results of the estimation of the multivariate probit analysis restricting to the main variables. The results show that main drivers are regional preferences. Members and governmental stock exchanges are likely to come from the Middle East, but not from South America. On the other hand, associations come from South America and not from the Middle East. The coefficients of ECONOMIC FREEDOM and DEMOCRACY show that although these countries enjoy less political 23 and economic freedom, they are not significant. GOVERNANCE has a negative and significant coefficient only for governmental stock exchanges. The goodness–of-fit of the model is high for association and governmental agencies, but substantially lower for member-owned exchanges, at least compared with previous results. (Table VIII around here) IV. STOCK EXCHANGE COMPETITION AND MERGERS In this section we focus on a particular form of stock exchange competition, mergers, and its relationship with demutualization and going public. A. Mergers and demutualization Historically, mergers have been a means of competition between stock exchanges. Mergers create economies of scale, from sharing central services such as office management, optimizing the use of a fixed-cost network, and sharing common facilities. Consequently, they can cut costs and enhance liquidity. Arnold, Hersh, Mulherin and Netter (1998) focus on mergers to study the causes and effects of the competition for order flow by US regional exchanges. The authors conclude that stock exchanges that merged were successful in attracting market share, at least in comparison to the regional exchanges that did not merge. In this subsection we investigate the relation between demutualization and mergers. For instance, the merger of Copenhagen Stock Exchange and COPFUTOP in 1997 followed the exchange demutualization in 1996; similarly the merger between Helsinki Stock Exchange and SOM in 1997 followed the demutualization of the stock exchange in 1995. Guided by these observations, we analyze whether mergers are a strong motivation for demutualization. Our focus is on “domestic” mergers, i.e. mergers that have been implemented within borders, between stock and derivatives exchanges in the same country and between regional exchanges of 24 the same country. We construct a dummy variable that equals one if there was a domestic merger of the stock exchange after demutualization (MERGER). The decision of demutualization is again analyzed using a probit, but also introducing MERGER as an explanatory variable. If our conjecture is true, we should find a positive and significant coefficient for the MERGER variable. Table IX reports the results of the estimation; besides using MERGER as an explanatory variable, we use DEMOCRACY and ECONOMIC FREEDOM, which were significant in section IV, as control variables. The results indicate that merging seems to be a strong motivation for stock exchanges demutualization, the coefficient is positive and statistically significant different from zero in all the model specifications. The DEMOCRACY control variable has a statistically significant and positive coefficient and ECONOMIC FREEDOM is only significant alone with the variable MERGER. As mergers are seen as an important strategy in competition, we interpret these results as an additional indication that that stock exchange competition is driving demutualization. (Table IX around here) B. Mergers and going public Subrahmanyan and Titman (1999) build up a model that when firms require internal restructuring, flotation is less attractive. This implication is consistent with the observation that firms often go private in leveraged buyouts prior to internal reorganization and then go public after reorganization is completed. Following this insight, we investigate the hypothesis that flotation happens after domestic mergers. To analyze if the decision to merge is explained by the decision to go public, we again use the MERGER variable in a probit model. The focus is on the coefficient of the PUBLIC variable. We control other factors using variables like MARKET_CAP, YEARS, LIQUIDITY and IPO. 25 Table X reports the results of the estimation. Our results only provide weak evidence that stock exchanges seem to merge before going public. The coefficient is positive and statistical significant at 10% level. Interestingly, we find evidence that mergers do not seem to precede an IPO. The coefficient is negative and statistical significant at 1%. Also large exchanges are more likely to merge consistent with the view that economies of scale in stock exchanges are an increasing function of market capitalization, thus mergers between large exchanges save more costs (Malkamaki, 1999). Stock exchange age or liquidity do not seem to interfere in the merger decision. (Table X around here) V. GOING PUBLIC AND CHANGE OF CONTROL Stock exchanges can go public to finance future acquisitions. In an enquiry to chief officers, Brau and Fawcett (2006) find that the primary motivation for going public is to facilitate acquisitions. Rosen, Smart and Zutter (2005) find empirical evidence that going public in the banking industry is associated to change of control and acquisitions. This section analyzes the assumption that stock exchanges go public to make acquisitions. The dependent variable in the probit model is a dummy variable that indicates whether the stock exchange has made an acquisition (ACQUISITION) of another exchange or company16. We are interested in the coefficients of the PUBLIC and IPO variables. A positive value of the coefficients validates the conjecture that flotation and IPOs aim to raise funds to make acquisitions. The control variables are MARKET_CAP, YEARS, LIQUIDITY, CAPITAL CONTROLS and DEMOCRACY. Table XI reports the results of the estimation. The coefficient PUBLIC is positive and significant indicating that stock exchanges go public to make acquisitions. IPO also has a positive coefficient in the first model specification although with statistical significance at 10%. We also find, like other studies, that larger stock exchanges are more likely to make acquisitions. 16 The most common cases have been technology or media companies. 26 There is also a strand of the literature that advocates that flotation is a part of a sell-out strategy. Zingales (1995) and Mello and Parson (1998) view an IPO as the first stage in a subsequent sale of the firm. Empirically, Pagano, Paneta and Zingales (1998) conclude that firms choose to go public to rebalance their leverage and allow managers to liquidate their positions. We would like to investigate the hypothesis that exchanges go public in order to owners liquidate their positions. However, until now there have only been a few attempts to buy public stock exchanges: the OMX hostile takeover to the LSE in 2000, the competition between Euronext and the Deutsche Börse for the LSE in 2005. Therefore, as yet there is no positive evidence for this hypothesis. Alternatively, firms can be sold out directly to private purchasers as referred by Stoughton and Zechner (1998) and documented empirically by Boehmer and Ljungqvist (2002). We would like to investigate the plausibility of this relation. However, there is a multicollinearity problem in testing this hypothesis. All stock exchanges that were acquired were demutualized which creates a problem of multicollinearity. The coefficient is positive, the R-square is high but we cannot compute the statistical significance of the coefficients. (Table XI around here) VI. ROBUSTNESS ANALYSIS In this section we analyze if our results are robust to other measures of stock exchange competition. First, we assume that markets that are more integrated internationally are less competitive as they offer less diversification benefits. Building on this insight, we use correlation with the world portfolio (CORRELATION) to proxy stock exchange competition. Further, stock markets where domestic investors have fewer restrictions to invest abroad are more vulnerable to trade migration. The level of home bias can be an indirect measure of the level of exposure to trade migration and to competition from peers. Our variable HOME BIAS reports equity holdings held by domestic investors; therefore higher values means a higher level of home 27 bias, and according to our hypothesis we expect a negative sign with respect to the probability of demutualization and going public. Stock exchanges in countries with less home bias have more competition and are more likely to go public. To measure the level of liberalization of stock markets we use the measure of liberalization intensity of Bekaert, Harvey and Lundblad (2005), which reflects the level of stock markets’ openness to foreign investors (LIB_INTENSITY). The results of a univariate probit estimation show that all variables show statistical significance (not tabulated). Among these, we highlight liberalization intensity that has an R-square of 37% in the decision to go public and of 22% in the decision for demutualization. HOME BIAS has a negative sign, as expected, because it reports the level of equity holdings. The R-square of HOME BIAS is 14% and 22% for DEMUTUALIZATION and PUBLIC respectively, and of the variable CORRELATION 13% and 22%. All together the variables indicate that stock market competition and liberalization are related with demutualization and going public. VII. CONCLUSIONS In this paper we investigate why stock exchanges demutualize and go public listed using a sample of 109 stock exchanges. Based on previous research on stock exchange competition and Initial Public Offerings, we analyze the plausibility of several theories explaining the likelihood of demutualization and going public. We provide evidence that stock exchange competition is driving stock exchange demutualization. Both economic freedom and less protection of incumbent’s interests are more likely to create competition causing stock exchange demutualization. The decision to go public is related to capital controls freedom, and consequently with the threat of trade migration, and the need to raise new finance. 28 Stock exchanges seem to demutualize to make mergers, which we interpret as an additional signal of competition. We also find evidence that stock exchanges go public (and make IPOs) to make acquisitions and that they seem to restructure internally before going public. Finally, we conclude by referring that the paper offers several new interesting insights: First, in line with the work of Rajan and Zingales (2000, 2001), it analyses how technology and deregulation affects the nature of organizations, more specifically the case of stock exchanges. Second, it compares flotation reasons in stock exchange industry with other industries. 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Zingales, Luigi, 1995, Insider ownership and the decision to go public, Review of Economic Studies 62, 425-448. 33 Table I: Largest stock exchanges in the world This table presents a ranking of stock exchanges ordered by market capitalization (year 2004). Source: WFE. Stock exchange name Governance regime Market capitalization (USD million dollar) New York Stock Exchange Publicly Listed 12707578 Tokyo Stock Exchange Private limited 3557 674 NASDAQ Stock Market Publicly listed 3532912 London Stock Exchange Publicly listed 2865243 Osaka Securities Exchange Publicly listed 2287048 Deutsche Börse Publicly listed 1194517 TSX Venture Exchange Publicly listed 1177518 Euronext Publicly listed 1147037 Spanish Exchanges Private limited 940673 Stock Exchange of Hong Kong Publicly listed 861463 34 Table II: Descriptive statistics This table presents the descriptive statistics of the variables of the sample. For description of the variables see Table 1Appendix A. The first four columns present averages. The average for the entire sample. The average for nondemutualized stock exchanges; the average for demutualized stock exchanges; the average for public exchanges. The next two columns present probability of the T-test where the null is the average of demutualized and non- demutualized stock exchanges are equal and the probability of the T-test where the null is the average of public and demutualized stock exchanges are equal (p-values are not presented for dummy variables); last column presents the number of observations of the entire sample (N). Average All Non-demutualized Demutualized Publicly listed Sample Exchanges Exchanges Exchanges T-test (p-values) Non-demutualized Demutualized vs Demutualized vs Public N Governance regime DEMUTUALIZATION 0.48 109 MEMBER 0.15 109 PUBLIC 0.17 109 GOVERNMENT 0.15 109 PRIVATE 0.30 109 ASSOCIATION 0.23 109 Variables AFRICA 0.16 0.26 0.04 0.00 ASIA 0.19 0.18 0.21 0.17 CAPITAL CONTROLS 3.25 2.04 4.50 7.44 0% 0% 94 DEMOCRACY 5.69 3.28 8.38 9.56 0% 3% 95 ECONOMIC FREEDOM 5.88 5.34 6.51 6.98 0% 6% FOREIGN LISTING 0.55 0.42 0.67 1.00 GDPPC 109 109 94 100 13143 6738 20092 28047 0% 5% 98 GOVERNANCE 0.34 0.02 0.70 1.27 0% 0% 107 IPO 0.12 0.00 0.25 0.56 LIQUIDITY 0.32 0.22 0.42 0.90 7% 6% MARKET_CAP 10.22 9.26 11.22 12.51 0% 2% MIDDLE EAST 0.11 0.19 0.02 0.00 109 MORETWOSE 0.18 0.12 0.25 0.28 109 NORTH AMERICA 0.06 0.02 0.12 0.11 109 OCEANIA 0.03 0.00 0.06 0.11 109 ONESE 0.61 0.67 0.54 0.56 RISK 25.36 28.70 23.29 20.60 SOUTH AMERICA 0.13 0.19 0.06 0.06 WESTERN EUROPE 0.17 0.05 0.31 0.56 YEARS 3.76 3.44 4.11 4.76 35 109 105 106 109 6% 19% 59 109 109 0% 1% 107 Table III: Correlations This table presents the correlation between variables (for a detailed description of variables see Appendix A- Table 1). DEMUTUALIZATION MEMBER PUBLIC GOVERNMENT PRIVATE ASSOCIATION ECONOMIC FREEDOM CAPITAL CONTROLS DEMOCRACY GOVERNANCE DEMUTUALIZATION 1.00 -0.40 0.47 -0.40 0.70 -0.52 0.48 0.36 0.46 0.43 MEMBER -0.40 1.00 -0.18 -0.17 -0.28 -0.23 -0.15 -0.09 -0.20 -0.10 PUBLIC 0.47 -0.18 1.00 -0.18 -0.30 -0.24 0.44 0.57 0.31 0.53 GOVERNMENT -0.40 -0.17 -0.18 1.00 -0.28 -0.23 -0.10 -0.16 -0.30 -0.15 PRIVATE 0.70 -0.28 -0.30 -0.28 1.00 -0.37 0.15 -0.08 0.24 0.04 ASSOCIATION -0.52 -0.23 -0.24 -0.23 -0.37 1.00 -0.34 -0.23 -0.13 -0.30 ECONOMIC FREEDOM 0.48 -0.15 0.44 -0.10 0.15 -0.34 1.00 0.75 0.43 0.77 CAPITAL CONTROLS 0.36 -0.09 0.57 -0.16 -0.08 -0.23 0.75 1.00 0.28 0.71 0.52 DEMOCRACY 0.46 -0.20 0.31 -0.30 0.24 -0.13 0.43 0.28 1.00 GOVERNANCE 0.43 -0.10 0.53 -0.15 0.04 -0.30 0.77 0.71 0.52 1.00 RISK -0.35 -0.08 -0.36 0.41 -0.02 0.16 -0.57 -0.65 -0.37 -0.67 0.50 LIQUIDITY 0.18 -0.07 0.44 -0.01 -0.13 -0.15 0.49 0.58 0.12 YEARS 0.29 0.01 0.39 -0.24 0.00 -0.14 0.42 0.48 0.36 0.57 FOREIGN LISTING 0.26 -0.04 0.42 -0.27 -0.07 -0.05 0.43 0.50 0.30 0.58 MARKET_CAP 0.37 -0.11 0.39 -0.14 0.08 -0.24 0.54 0.52 0.28 0.57 MORETWOSE 0.16 -0.13 0.11 -0.20 0.09 0.08 0.11 0.15 0.13 0.12 ONESE -0.13 0.07 -0.05 0.23 -0.10 -0.10 -0.09 -0.04 -0.16 -0.02 IPO 0.39 -0.15 0.60 -0.15 -0.06 -0.20 0.27 0.24 0.25 0.38 GDPPC 0.43 -0.03 0.44 -0.16 0.10 -0.34 0.71 0.74 0.45 0.85 AFRICA -0.31 0.11 -0.19 0.18 -0.18 0.13 -0.43 -0.23 -0.38 -0.32 SOUTH AMERICA -0.20 -0.08 -0.10 -0.16 -0.14 0.44 -0.12 -0.10 0.11 -0.17 NORTH AMERICA 0.20 0.00 0.09 -0.11 0.15 -0.14 0.34 0.31 0.17 0.26 OCEANIA 0.18 -0.07 0.23 -0.07 0.01 -0.09 0.15 0.14 0.14 0.12 MIDDLE EAST -0.28 0.19 -0.16 0.43 -0.17 -0.19 -0.15 -0.15 -0.40 -0.15 ASIA 0.05 -0.20 -0.03 -0.01 0.07 0.12 0.10 0.03 -0.05 -0.08 WESTERN EUROPE 0.34 -0.12 0.45 -0.12 0.00 -0.19 0.36 0.43 0.35 0.59 36 Table III: Correlations (cont.) This table presents the correlation between variables (for a detailed description of variables see Appendix A- Table 1). RISK LIQUIDITY YEARS FOREIGN LISTING MARKET_CAP MORETWOSE ONESE IPO GDP PC AFRICA SOUTH AMERICA NORTH AMERICA OCEANIA MIDDE EAST ASIA WESTERN EUROPE DEMUTUALIZATION -0.35 0.18 0.29 0.26 0.37 0.16 -0.13 0.39 0.43 -0.31 -0.20 0.20 0.18 -0.28 0.05 0.34 MEMBER -0.08 -0.07 0.01 -0.04 -0.11 -0.13 0.07 -0.15 -0.03 0.11 -0.08 0.00 -0.07 0.19 -0.20 -0.12 PUBLIC -0.36 0.44 0.39 0.42 0.39 0.11 -0.05 0.60 0.44 -0.19 -0.10 0.09 0.23 -0.16 -0.03 0.45 GOVERNMENT 0.41 -0.01 -0.24 -0.27 -0.14 -0.20 0.23 -0.15 -0.16 0.18 -0.16 -0.11 -0.07 0.43 -0.01 -0.12 PRIVATE -0.02 -0.13 0.00 -0.07 0.08 0.09 -0.10 -0.06 0.10 -0.18 -0.14 0.15 0.01 -0.17 0.07 0.00 ASSOCIATION 0.16 -0.15 -0.14 -0.05 -0.24 0.08 -0.10 -0.20 -0.34 0.13 0.44 -0.14 -0.09 -0.19 0.12 -0.19 ECONOMIC FREEDOM -0.57 0.49 0.42 0.43 0.54 0.11 -0.09 0.27 0.71 -0.43 -0.12 0.34 0.15 -0.15 0.10 0.36 CAPITAL CONTROLS -0.65 0.58 0.48 0.50 0.52 0.15 -0.04 0.24 0.74 -0.23 -0.10 0.31 0.14 -0.15 0.03 0.43 DEMOCRACY -0.37 0.12 0.36 0.30 0.28 0.13 -0.16 0.25 0.45 -0.38 0.11 0.17 0.14 -0.40 -0.05 0.35 GOVERNANCE -0.67 0.50 0.57 0.58 0.57 0.12 -0.02 0.38 0.85 -0.32 -0.17 0.26 0.12 -0.15 -0.08 0.59 RISK 1.00 -0.28 -0.59 -0.54 -0.37 -0.06 -0.05 -0.15 -0.62 -0.03 0.09 -0.33 -0.27 0.28 0.29 -0.27 LIQUIDITY -0.28 1.00 0.35 0.25 0.60 0.09 0.04 0.14 0.53 -0.20 -0.20 0.06 0.01 0.05 0.10 0.38 YEARS -0.59 0.35 1.00 0.48 0.57 0.16 -0.16 0.20 0.53 -0.36 0.01 0.15 0.03 -0.13 0.11 0.43 FOREIGN LISTING -0.54 0.25 0.48 1.00 0.33 0.03 -0.02 0.17 0.49 -0.16 0.11 0.25 0.16 -0.10 -0.18 0.34 MARKET_CAP -0.37 0.60 0.57 0.33 1.00 0.49 -0.34 0.18 0.57 -0.46 -0.15 0.19 0.04 -0.04 0.23 0.36 MORETWOSE -0.06 0.09 0.16 0.03 0.49 1.00 -0.59 -0.10 0.16 -0.20 0.10 0.26 0.07 -0.17 0.19 -0.09 ONESE -0.05 0.04 -0.16 -0.02 -0.34 -0.59 1.00 0.18 0.02 0.24 -0.03 -0.25 -0.09 0.28 -0.37 0.22 IPO -0.15 0.14 0.20 0.17 0.18 -0.10 0.18 1.00 0.31 -0.16 -0.14 -0.10 -0.06 -0.13 -0.11 0.50 GDP PC -0.62 0.53 0.53 0.49 0.57 0.16 0.02 0.31 1.00 -0.31 -0.25 0.31 0.05 -0.08 -0.19 0.70 AFRICA -0.03 -0.20 -0.36 -0.16 -0.46 -0.20 0.24 -0.16 -0.31 1.00 -0.17 -0.11 -0.07 -0.15 -0.21 -0.20 SOUTH AMERICA 0.09 -0.20 0.01 0.11 -0.15 0.10 -0.03 -0.14 -0.25 -0.17 1.00 -0.10 -0.06 -0.14 -0.19 -0.18 NORTH AMERICA -0.33 0.06 0.15 0.25 0.19 0.26 -0.25 -0.10 0.31 -0.11 -0.10 1.00 -0.04 -0.09 -0.13 -0.12 -0.08 OCEANIA -0.27 0.01 0.03 0.16 0.04 0.07 -0.09 -0.06 0.05 -0.07 -0.06 -0.04 1.00 -0.06 -0.08 MIDDLE EAST 0.28 0.05 -0.13 -0.10 -0.04 -0.17 0.28 -0.13 -0.08 -0.15 -0.14 -0.09 -0.06 1.00 -0.17 -0.08 ASIA 0.29 0.10 0.11 -0.18 0.23 0.19 -0.37 -0.11 -0.19 -0.21 -0.19 -0.13 -0.08 -0.17 1.00 -0.22 WESTERN EUROPE -0.27 0.38 0.43 0.34 0.36 -0.09 0.22 0.50 0.70 -0.20 -0.18 -0.12 -0.08 -0.08 -0.22 1.00 37 Table IV: Why do stock exchanges demutualize and go public? Univariate Analysis This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange is demutualized/ a publicly listed exchange, F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X is the independent variable. Pr(DEMUTUALIZATION)=F(aX) (1) Pr(PUBLIC)=F(aX) (2) The sample consists on 109 stock exchanges for DEMUTUALIZATION and 102 stock exchanges for PUBLIC. All the models are estimated with constant and one independent variable (X). Variables are described in detail in Appendix A- Table 1. For each independent variable we present the coefficient, the standard error (SE) and the McFadden R-square. Standard errors are adjusted for heterocedasticity. (a) means singular covariance matrix. Dependent Variable ECONOMIC FREEDOM DEMUTUALIZATION Coefficient SE R-square 0.56*** 0.14 Coefficient PUBLIC SE R-square 18.3% 0.73*** 20.00 24.6% 33.3% CAPITAL CONTROLS 0.15** 0.04 10.4% 0.27*** 0.06 DEMOCRACY 0.14*** 0.04 17.8% 0.31** 0.13 19.5% GOVERNANCE 0.77*** 0.17 14.5% 1.25*** 0.30 30.9% FOREIGN LISTING 0.68*** 0.26 5.2% 11.68 (a) 24.4% IPO 12.37*** 0.13 14.1% -11.13 0.00 2.3% LIQUIDITY 0.47* 0.25 2.6% 0.89*** 0.27 13.88% MARKET CAP 0.20*** 0.05 10.7% 0.25*** 0.08 16.1% MORETWOSE 0.55* 0.32 2.0% 0.61* 0.36 3.6% ONESE -0.31 0.24 1.0% -0.36 0.32 0.0% -0.04* 0.02 6.9% -0.05** 0.02 10.9% YEARS RISK 0.31*** 0.11 5.8% 0.55*** 0.19 13.3% GDPpc 0.00*** 0.00 14.6% 0.00*** 0.00 19.4% AFRICA -1.28*** 0.42 7.5% -11.39 0.00 6.9% -1.43 0.54 6.3% -11.36 0.00 4.7% 1.20 ** 0.60 3.2% 0.44 0.53 0.1% 12.80 NA 3.0% 1.46* 0.76 4.0% SOUTH AMERICA -0.82 *** 0.40 3.0% -0.55 0.53 1.2% WESTERN EUROPE 1.27*** 0.37 8.8% 1.41*** 0.34 17.8% MIDDLE EAST NORTH AMERICA OCEANIA Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 38 Table V: Why do stock exchanges demutualize? This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange is demutualized, F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(DEMUTUALIZATION)=F(aX) The sample consists on 109 stock exchanges. Independent variables (X) are presented in column, for a detailed description see Appendix A -Table 1. Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. Dependent variable Constant ECONOMIC FREEDOM DEMOCRACY DEMUTUALIZATION Probit 1 Probit 2 -4.92*** -4.91*** (-1.15) (-1.63) 0.41** 0.41* (-0.2) (-0.41) 0.31*** 0.31** (-0.11) (-0.11) GOVERNANCE 0.00 (-0.14) Observations 84 84 R-square 40.10% 40.10% LR statistic 46.2*** 46.2*** Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 39 Table VI: Why do stock exchanges go public? This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange is public listed, F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(PUBLIC )=F(aX) The sample consists on 102 stock exchanges. Independent variables (X) are presented in column (more details see Appendix A -Table 1). Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. Dependent Variable Constant ECONOMIC FREEDOM PUBLIC Probit 1 Probit 2 Probit 3 Probit 4 Probit 5 Probit 6 Probit 7 -3.13** -2.60*** -2.98*** -2.86*** -2.88*** -2.94* -2.90*** -1.25 -0.39 -0.82 -0.8 -0.54 -1.55 -0.59 0.17* 0.21*** 0.22*** 0.23*** 0.15** 0.21*** -0.09 -0.07 -0.07 -0.07 -0.07 -0.08 0.18 -0.23 CAPITAL CONTROLS DEMOCRACY 0.06** 0.08** 0.11** 0.14* 0.12* 0.18 0.1 -0.03 -0.37 -0.05 -0.08 -0.06 -0.14 -0.07 GOVERNANCE 0.76* 0.35 -0.43 -0.43 MARKET_CAP 0.02 -0.07 YEARS -0.04 -0.2 LIQUIDITY -0.16 -0.43 RISK 0 -0.02 IPO -6.26** -0.54 Observations 78 83 81 80 77 48 76 R-square 30.40% 24.20% 34.50% 36.00% 34.90% 23.60% 35.30% LR statistic 20.34*** 24.29*** 23.44*** 24.32*** 22.04*** 12.20*** 19.50*** Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 40 Table VII: Why do stock exchanges go public? Conditional Analysis. This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange is a public listed exchange. Independent variables (X) are presented in column (for a detailed description see Appendix A- Table 1), , F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(PUBLIC)=F(aX) The sample consists of 52 demutualized stock exchanges. Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. Dependent variable Constant CAPITAL CONTROLS GOVERNANCE PUBLIC Probit 1 Probit 2 Probit 3 Probit 4 Probit 5 Probit 6 Probit 7 -1.60*** -1.76** -2.13* -1.67*** -4.00*** -1.83** -0.74 (0.43) (0.78) (1.10) (0.46) (0.72) (0.71) (1.22) 0.16* 0.21*** 0.21*** 0.19** 0.26*** 0.22*** 0.15* (0.09) (0.07) (0.07) (0.08) (0.10) (0.07) (0.08) 0.40 (0.47) DEMOCRACY 0.04 (0.09) MARKET_CAP 0.05 (0.10) LIQUIDITY 0.60 (0.54) IPO 14.07*** (0.54) YEARS 0.06 (0.19) RISK -0.02 (0.04) Observations R-square LR statistic 42 36 42 40 42 41 32 26.4% 24.5% 25.7% 30.0% 50.9% 27.6% 16.5% 14.1%*** 11.2*** 13.7*** 15.1*** 27.2*** 14.5*** 7.13** Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 41 Table VIII: Probit Analysis –Non-Demutualized exchanges This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange is member-owned, governmental or association, F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(GOVERNANCE REGIME)=F(aX) (1) The sample consists on 109 stock exchanges. Independent variables (X) are presented in column, for a detailed description see Appendix A -Table 1. Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. Dependent Variable Constant ECONOMIC FREEDOM DEMOCRACY GOVERNANCE MIDDLE EAST SOUTH AMERICA Observations R-square LR statistic MEMBER GOVERNMENT ASSOCIATION -0.07 -1.71 0.86 (1.14) (1.14) (1.09) -0.17 0.13 -0.23 (0.21) (0.205) (0.21) -0.05 -0.01 -0.05 (0.04) (0.04) (0.04) 0.19 -0.75** -0.22 (0.37) (0.35) (0.33) 1.08*** 0.91 -8.12*** (0.55) (0.57) (0.48) -0.13 -7.45*** 1.37*** (0.55) (0.39) (0.40) 84 83 84 16.1% 22.0% 29.6% 11.11** 13.43*** 29.75*** Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 42 Table IX: Do stock exchanges demutualize to make mergers? This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange is demutualized., , F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(DEMUTUALIZATION)=F(aX) The sample consists on 109 stock exchanges. Independent variables (X) are presented in column, for a detailed description see Appendix A -Table 1. Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. Dependent Variable Constant DEMUTUALIZATION Probit 1 Probit 2 Probit 3 -1.04*** -2.50*** -3.54*** (0.27) (0.79) (1.25) 0.34** 0.19 (0.14) (0.19) ECONOMIC FREEDOM DEMOCRACY MERGER Observations R-square LR statistic 0.11*** 0.26** (0.03) (0.10) 1.34*** 1.39*** 1.22** (0.39) (0.39) (0.47) 96 95 84 28.1% 29.0% 46.4% 37.30*** 37.90*** 53.45*** Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 43 Table X: Do stock exchanges merge before going public ? This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if there was a merge , F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(MERGER)=F(aX) (1) The sample consists on 102 stock exchanges. Independent variables (X)are presented in column, for a detailed description see Appendix A -Table 1. Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. MERGER Dependent Variable Constant PUBLIC MARKET_CAP IPO LIQUIDITY Probit 1 Probit 2 -5.58*** -5.86*** (1.01) (1.18) 0.98* 0.94* (0.52) (0.52) 0.43*** 0.39*** (0.09) (0.09) -7.64*** -7.73*** (0.27) (0.30) -0.42 -0.38 (0.40) (0.40) YEARS 0.15 (0.17) Observations R-square LR statistic 87 84 37.1% 38.3% 32.87*** 32.40*** Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 44 Table XI: Do stock exchanges go public to make acquisitions? This table presents the maximum likelihood estimation of the probit model where the dependent variable is a dummy variable that indicates if the stock exchange made an acquisition after going public, F(.) is the cumulative distribution function of a standard normal variable, a are the coefficients and X are the independent variables. Pr(AQUISITION)=F(aX) (1) The sample consists on 102 stock exchanges. Independent variables (X) are presented in column, for a detailed description see Appendix A -Table 1. Last rows present the number of observations, the McFadden R-square and LR statistic (the Likelihood Ratio tests the joint null hypothesis that all slope coefficients except the constant are zero). Standard errors are presented in parenthesis below coefficients and are adjusted for heterocedasticity. Dependent Variable AQUISITION Probit 1 Constant PUBLIC MARKET_CAP IPO Probit 2 Probit 3 -4.22*** -4.40*** (1.33) (1.31) -6.99*** (2.44) 1.79*** 1.83*** 2.13*** (0.69) (0.55) (0.55) 0.18** 0.20* 0.28 (0.09) (0.10) (0.17) 1.29* 1.28* (0.76) (0.77) LIQUIDITY -0.11 -0.75 (0.42) (0.52) CAPITAL CONTROLS -0.07 (0.14) DEMOCRACY 0.28 (0.20) YEARS -0.09 (0.25) Observations R-square LR statistic 89 87 74 41.37% 41.10% 48.54% 20.29 20.01 20.22 Superscripts *, **, *** denote statistical significance at 10%, 5%, and 1% levels respectively. 45 Appendix A Table 1: Description and Source of Variables Variable Description Source ASSOCIATION Dummy equals 1 if stock exchange is an association, 0 otherwise. Ramos(2006a) GOVERNMENT Dummy equals 1 if stock exchange is a governmental agency , 0 otherwise. Ramos(2006a) MEMBER Dummy equals 1 if stock exchange is a member-owned company, 0 otherwise. Ramos(2006a) PRIVATE Dummy equals 1 if stock exchange is a private company, 0 otherwise. Ramos(2006a) PUBLIC Dummy equals 1 if sock exchange is a public listed company, 0 otherwise. Ramos(2006a) DEMUTUALIZATION Dummy equals 1 if the governance regime is demutualized, 0 otherwise. Ramos(2006a) DEMOCRACY Democracy index (year 1999). The democracy index derived from codings of the competitiveness of political participation, the regulation of participation, the openness and competitiveness of executive recruitment, and constraints on the chief executive. Range = -10 to 10 (-10 = high autocracy; 10 = high democracy) Source: Polity IV ECONOMIC FREEDOM Index of Economic Freedom (year 1990) Economic Freedom Network Governance regime Variables www.freetheworld.com CAPITAL CONTROLS International Capital Market Controls (year 1990). A-sub item of Freedom to Trade internationally. Economic Freedom Network www.freetheworld.com LIB_INTENSITY Intensity Equity Market Liberalization Indicator. Ratio of the market capitalization of the constituents firms comprising the IFC inventible index to those that comprise the IFC Global index for each country. The IFC Global index, subject to some exclusion restrictions, is designed to represent the overall market portfolio for each country, whereas the IFC Investable index is designed to represent a portfolio of domestic equities that are available to foreign investors. A ratio of one means that all of the stocks are available to foreign investors. 46 Bekaert, Harvey and Lundblad (2005) Variable Description Source CORRELATION Correlation of country stock market indexes with world portfolio. Correlation is calculated using returns from DataStream country indexes and world portfolio returns. Returns are monthly observations from 1995 till 2002. Datastream HOME BIAS Equity holdings of investors on domestic assets (year 2002) International Monetary Fund’s (IMF) coordinated Portfolio Investment Surveys (CPIS) GOVERNANCE Average of the previous six indicators of governance: Government effectiveness, Control of Corruption, Regulatory Quality, Rule of Law, Voice and Accountability and Political Stability (year 1996). Kaufmann, Kraay and Mastruzzi (2003) Government Effectiveness concerns the quality of public service provision, the quality of bureaucracy, the competence of civil servants, the independence of the civil service from political pressures, and the credibility of the Governments commitment to policies. Control of Corruption measures perceptions of corruption conventionally defined as the exercise of public power for private gain. Regulatory Quality includes measures of the incidence of market unfriendly policies such as price controls or in adequate bank supervision, as well as perceptions of the burdens imposed by excessive regulation in areas as foreign trade and business development. Rule of Law measures the extent to which agents have confidence in and abide by the rule of society. These include perceptions of the incidence of crime, the effectiveness and predictability of the judiciary, and the enforceability of contracts. Voice and Accountability measures the extent to which citizens of a country are able to participate in the selection of governments. Political Stability measures the perceptions of the likelihood that government in power will be destabilized or overthrown by possibly unconstitutional and/or violent means, including domestic violence and terrorism. LIQUIDITY Ratio of value of share trading on Gross Domestic Product (year 2004). Ramos(2006a) MARKET_CAP Logarithm of domestic market capitalization in USD million dollar (year 2004). Ramos(2006a) YEARS Logarithm of years since open (first trading date) of stock exchange till 2004 Ramos(2006a) RISK Standard deviation of returns. Returns are monthly observations from DataStream country indexes from 1995 till 2002. Value multiplied by 100. Datastream FOREIGN LISTING Dummy equals 1 if stock exchange has foreign listed firms, 0 otherwise. Ramos(2006a) MORETWOSE Dummy equals 1 if there are more than 2 financial exchanges in the country, 0 otherwise. Ramos(2006a) ONESE Dummy equals 1 if there is only one stock exchange in the country, 0 otherwise. Ramos(2006a) IPO Dummy equals 1 if the stock exchange made an Initial Public Offering. Mendiola and O’Hara (2004) GDPPC Gross Domestic Product per capita (year 2001) World Bank AFRICA Dummy variable that takes the value of 1 if stock exchange is located in Africa, 0 otherwise. 47 Variable Description Source SOUTH AMERICA Dummy variable that takes the value of 1 if stock exchange is located in South America, 0 otherwise. NORTH AMERICA Dummy variable that takes the value of 1 if stock exchange is located in North America , 0 otherwise. OCEANIA Dummy variable that takes the value of 1 if stock exchange is located in Oceania, 0 otherwise. MIDDLE EAST Dummy variable that takes the value of 1 if stock exchange is located in Middle East, 0 otherwise. ASIA Dummy variable that takes the value of 1 if stock exchange is located in Asia, 0 otherwise. WESTERN EUROPE Dummy variable that takes the value of 1 if stock exchange is located in Western Europe, 0 otherwise. 48 49
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