In a letter to William Donaldson, the chairman of the Securities and Exchange Commission, 11 organizations of companies – saying they represented 100,000 European companies including more than 100 whose securities are traded in the United States, asked for changes that would make it easier for them to stop being registered with the SEC.
While some European companies are “quite satisfied with their experience in the U.S. market,” others have concluded that the costs are not worth the benefits, said the letter, signed by business leaders including Alain Joly, the president of the European Association for Listed Companies and the chairman of the supervisory board of Air Liquide.
The rule he referred to, whose implementation was delayed until 2005 for foreign companies, requires corporate executives to certify that internal financial controls are adequate, and requires outside auditors to certify that the management’s conclusions are accurate.
Greene, a former SEC general counsel, said many companies were also concerned about bars on company loans to executives. A company that no longer values a U.S. listing can easily delist from the exchange, Greene said.
A company remains subject to the securities laws unless it can show that it has fewer than 300 American investors. To do that, it must conduct research to determine its actual shareholders, regardless of whether those holders bought the shares in America or overseas.
The European companies’ proposal would not apply to Japanese or other overseas companies because it assumes the European companies would follow new International Accounting standards, as they are expected to do beginning in 2005, although some European companies are resisting the international rule on accounting for derivatives. But many have found that American institutional investors are willing to buy shares overseas, wherever the most liquidity is. And companies that are not listed in the United States can sell securities there in private offerings, under an SEC rule known as 144A, so long as the buyers are institutional investors.
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