Dual Listing as a factor for European integration of capital markets — introductory issues

Dual listing — otherwise called dual-listing, cross-listing, parallel listing, double listing — is at the same time the listing of the company's shares at least two Stock exchanges[1]. In the context of dual listing, foreign quotations are most often mentioned, although parallel quotations may also be possible within the limits one countries, as long as there is more in it than one stock exchange[2].

Parallel quotation is a method of raising capital from several sources at the same time, assuming its search outside the issuer's market.

The securities market is considered to be the least integrated segment of the European Union's financial market (hereinafter: EU)[3], because the relevant regulations concerning it appeared later than in other sectors of the economy[4].

At present, EU integration places considerable emphasis on consolidating securities depositories and standardising the listing of financial instruments, including shares, in many markets at the same time.

Public offerings of shares in the dual listing formula are directly linked to the request of sympathizers of the Capital Markets Union in the form of a change in the formula of corporate financing, consisting in increasing the share of financing through capital markets (as opposed to bank financing).

Dual listing objectives

The purpose of parallel quotations may be several, starting with the promotion of the company on a foreign market, by increasing liquidity, acquiring new investors and, consequently, improving the valuation of the company, after obtaining a ‘currency’ for the acquisition of other companies — for example, if the company plans to acquire other companies in the host country, it can pay them to its current owners with its shares 5.

one of the incentives for companies to seek additional financing opportunities outside their premises is the aversion of foreign capital to risky investments, and emerging markets are considered to be such. "Internationalisation" of company shares is an opportunity for many companies to open up to new opportunities.

Most often it is companies from the markets entering, motivated by the desire to reach a wider group of international investors, that decide to quote foreign shares.

Previously, foreign issuers were more often looking for money on the Warsaw Stock Exchange, now the trend is completely different. In the case of Polish companies, going to foreign markets is a key method of searching for new capital after the reform of Open Pension Funds (hereinafter: OFE), which for a long time was a source of capital for Polish companies. Cutting off this capital as a result of the reform of OFE forced national issuers to intensify the search for capital outside Poland[6].

National Securities Depository a dual listing

Double stock listing required the creation by the National Depository of Securities (hereinafter: KDPW) of a system for the transfer of shares between individual parquet floors to enable the acquisition of shares in one stock exchange and their disposal in the other, as well as the cash settlement system, such as dividends[7] . This is possible thanks to the cooperation of deposit and settlement institutions — KDPW and its foreign counterparts.

KDPW plays in the dual listing process one of the main roles of intermediation between an investor and a foreign company. In carrying out transactions settlement on the international market, the KDPW cooperates with leading foreign systems. It is thanks to the operational connections of KDPW to foreign deposit institutions that it is possible to settle foreign companies listed in the dual listing formula.

The operations of the central securities depository and central counterparties are an institutional guarantee for the timely execution of transactions.

It is regulated, inter alia, by the CSDR Regulation[8], and its very existence in trade is a clear signal that, from an EU perspective, securities depositories and their cooperation are important.

The CSDR Regulation harmonises the legal basis for the conduct of securities settlement and central securities depositories, laying down prudential requirements, including organisational, personal, capital and licensing and supervision of their activities, as well as the conduct on the basis of a single passport of cross-border activities.

This regulation forms an important part of the single legal framework for the Capital Markets Union and contributes to removing existing barriers to clearing and settlement of cross-border transactions in the securities market[9].

The preamble to the CSDR Regulation points out that the recitals to the regulation included, inter alia, an increasing number of cross-border settlements, the need to create a more integrated market for deposit services, the possibility of investing in all EU securities with the same ease and with the same procedures as for national securities.[10].

As indicated, settlement markets in the EU are currently fragmented across countries and cross-border settlements are costly due to the different provisions of EU Member States and limited competition between deposits. Finally, according to the preamble to the Act, "the creation of an integrated securities settlement market, without distinguishing between national and cross-border securities transactions, is needed for the proper functioning of the internal market".

In addition, it is worth mentioning that the introduction of uniform standards for investor protection within the EU in recent years (among other things as a result of entry into force) Regulation (EU) 596/2014 dated 16 April 2014 on market abuse [market abuse Regulation] and repealing Directive 2003/6/ EC European Parliament and Council and Commission Directive Directive 2003/124, Directive 2003/125 and Directive 2004/72 allowed the cost of supervision to be reduced, while the unification of prospectus obligations under the prospectus regulation simplified the procedures governing the access of issuers to the capital markets of individual EU countries.

Globalisation and parallel quotations

Increased integration of financial systems has reached unprecedented levels[11], It has affected increased cross-border capital flows, closer links between financial markets and more frequent presence of host country companies worldwide.

Each group of investors and capital resources available on the international market are much wider than on the issuer's home market. Finding an investor in a foreign market who would be interested in investing in the company may be easier to find outside the country of its headquarters than to obtain an investor locally and, for example, companies planning to expand often decide on dual listing. It is then so convenient that it does not involve leaving the national dance floor.

It is worth noting that the capital raising means in foreign capital markets are currently alternative to dual listing.[12].

In the light Article 3(30) Act on Trading in Financial Instruments[13] the deposit note is a security issued by a financial institution in which the right to convert that security into certain securities in the proportion indicated in the terms of issue is incorporated, the transfer to the owner of that security of the property rights representing the beneficial interests of the securities or their equivalents and, in the case of shares, the possibility for the holder of that paper to issue a binding right to the issuer to vote at the general meeting.

Deposit vouchers may be issued as American depository receipts (hereinafter: ADR) or global depository receipts (hereinafter: GDR). ADRs are issued, listed in dollars and subject to US regulations, and GDRs are issued to countries other than the US.[14].

Importantly, the deposit note allows the acquisition of shares of foreign companies also in a situation where foreign state law restricts investment in foreign markets, which often happens, for example in the case of pension funds and investment funds[15] Depositions are different from shares listed in the dual listing formula that allow to raise capital without having to participate directly in the foreign capital market[16] and are often so attractive to companies that many of them do not want to enter the foreign exchange and bear the costs associated with foreign listing.

Companies holding deposit receipts decided to introduce their programmes in years ninety Last century due to the limitations on direct investment in shares.

Since then, however, the WSE has developed significantly – the liquidity of the listed assets has increased, foreign entities' confidence in the WSE and access to other parquet floors for Polish issuers. Past emissions were to primarily promote companies in foreign markets.

In the opinion of the author of GDR and ADR, they fulfilled their function towards large Polish companies and were part of the evolution of the European capital market, which, as a result of the European integration and the European uniform passport described further, became a global market, free of restrictions, which forced the use of approximate solutions.

Principle of a uniform passport

Currently, an EU company acting as an issuer of shares whose prospectus has been approved in Poland by the Financial Supervision Commission (hereinafter: KNF) may seek capital in all EU Member States without the need for a re-approval of the tender document. Its acceptance by the supervisory authority in the country of origin means that the company has obtained a so-called single European passport (single passport)[17], introduced into EU law in the Prospectus Directive[18], currently operating through a prospectus regulation[19].

The Prospectus Regulation addresses cross-border trading in securities in relation to the prospectus obligation within the EU. It is sufficient that the competent authority of the host country (that is another EU country) obtains from the home authority a notification of the approval of the prospectus.

The preamble to the regulation shows that the main objective of the regulation was to make the internal market effective in a wide range of securities.

The objective, as already pointed out in the preamble to the Prospectus Directive, has not been achieved through the earlier existing directives, has given rise to the need to improve and harmonise regulations and, as a result, has led to the adoption of a prospectus regulation.

In the case of foreign companies established within the EU, it eliminates the need for the Polish Supervisory Authority (KNF) to apply for securities to be admitted to trading. This is particularly important for parallel quotations carried out within the EU.

The introduction of a company based in the EU to another European stock exchange is therefore, due to the existence of a single European passport, a procedure that can be completed in quite short time.

Economic background of dual listings

Investment barriers resulted in investors historically holding far more shares of domestic companies in their portfolios than the portfolio theory would indicate.[20] (For example: Grinblatt, Keloharju[21] and Stulz[22]).

This is the consequence of the home bias effect, manifested as a tendency to prefer national financial instruments by investors. Several factors can have this effect, including taxation and the costs of cross-border transactions, and can be culturally or linguistically motivated.

Most studies indicate that the real reason for investing exclusively in the local market is because of ignorance of foreign assets.

Grinblatt and Keloharj[23] they demonstrate that investors are more willing to decide on the purchase, sale or holding of shares of companies which are located close to the investor, communicate in its native language and have management from the same cultural circle as the investor.

Subrahmanyam and Titman[24] They argue that companies prefer developed markets or markets where a large number of similar companies are already listed due to the low cost of information transfer (the total cost of obtaining information on a large market is lower).

Although there are many different motives behind each international public offering, in most cases they aim to obtain financing for the company's growth or to ensure that its current owners can exit the investment[25]. Pagano, Röell and Zechner[26] note that foreign quotations are culturally dependent.

Companies tend to list their shares in countries geographically or culturally close to their country of incorporation. These thesis, which outlines the economic conditions of dual listings, was defended by Hursti and Maula[27].

In conclusion, it must be pointed out that the reasons why foreign companies introduce shares in the dual listing formula are varied and usually go beyond the desire to raise capital[28].

Foreign companies on the Warsaw Stock Exchange – a summary of the current practice.

Foreign listings on the WSE are an expression of appreciation: a diversified investor base, stable economy and legal regime, in particular compliance with EU rules on the functioning of the capital market, the professionalism of local companies and the good reputation of the local market.

Some issuers enter the Warsaw parquet floor to increase their brand recognition, planning further expansion over the Vistula River and in other countries of the Central and Eastern Europe region.

Dual listing is often also first a step towards raising capital in the future when there is a need to increase the scale of activity in the region.

The presence of foreign companies on each stock exchange contributes to building its prestige and consequently encourages issuers and foreign investors to attract capital. For domestic investors, especially individual investors, access to foreign companies listed on the WSE is much cheaper than buying their assets on foreign markets where they would have to bear transaction costs as well as currency risks.

Advantages and disadvantages of dual listing

The cross-border movement of capital between parquet floors is primarily driven by the search for savings from issuers and investors who seek to diversify portfolios and reduce the risk of their own investments. The possibility of reducing non-systematic risk has led to the spread among foreign investors of diversification of the investment portfolio, consisting in the selection of its components, which will allow to minimise the total risk[29].

From the point of view of the company, dual listing can help to increase the base of individual and institutional investors[30], promote the company's brand and its products or services.

Among the positive qualities of dual listing, consideration should also be given to the potential reduction of the political risk of parallel listed shares. This is now — in addition to the relatively low turnover on the WSE — one for the main reasons why Polish companies think about foreign quotations.

The current publication of reports and financial statements by the public company and its compliance with higher corporate governance standards, in principle, has a positive impact on the functioning of the company[31].

Moreover, while being listed in parallel, the company can increase liquidity by gaining access to a broad investor base, which will then positively affect the price of the shares and thus the value of the company.

From the perspective of investors, dual listing can enrich their companies, especially in sectors that are not popular on the WSE or even do not occur on it. In addition, potential investors in both (or more) countries can benefit from underestimated value on one of the markets, which will support the movement of capital to second market.

Investors will also have a chance to choose between two markets, in line with the potential return on investment and its risks. Moreover, such investments can be accompanied by wider access to information — dual listing means more analyses and better analyst forecasts for the market[32].

Dual listing is also associated with the possibility of wider access to capital. In addition, companies and investors can adapt to different markets, for example according to current macroeconomic factors.

In addition, due to dual listing companies have more opportunities for potential mergers, acquisitions and calls for shares[33] (which is also associated with risks, but in the context of expansion plans it is an unquestionable opportunity for companies). Also important is the possibility of arbitration, i.e.

buying shares in one of the stock exchanges to later resell them to second for companies listed simultaneously on two markets[34].

Among the advantages of parallel quotations are also the rarer in their cases the effect of segmented markets, as double-listed companies have an advantage over those listed individually, as the variation in their rates of return is lower.[35].

The investor should, according to the economic integration theory, each time achieve the same rate of return from identical shares listed on different exchanges. However, in practice, there was a phenomenon of segmented markets, indicating the possibility of achieving different rates of return on investment[36].

Its causes may include: currency constraints, low efficiency of the financial market reflecting the impact of confidential information on prices of financial instruments[37], or not translating financial statements and information on social and cultural differences.

As a consequence, shares with the same risk can be valued differently due to different risk prices across countries[38].

The challenges of dual listing include:

1. Costs related to double listing, both for the trading process itself, which account for several one million PLN and depend on the size of the company’s activities as well as the running costs resulting from being a public company (for example, stock charges, deposit charges);
2. Additional complementary regulatory requirements in different legal regimes[39], often a commitment to higher corporate governance standards;
3. Obligations and costs related, for example, to marketing necessary to promote double listing;
4. Problems with different securities settlement systems in individual countries;
5. Practical issues concerning differences between markets (various time zones, currency differences, etc.);
6. Costs related to foreign advisors (legal, financial) and often the need to have management abroad (foreign);
7. Potential difficulty in harmonising the right to dividend or, for example, providing investors with equity on identical rights[40];
8. Investing in the value of concurrently listed companies related to the obligation to track developments in local issuer markets (and yet there is always a risk that local investors will have better access to information and will react more quickly to market developments than foreign investors) — a market inequality of opportunities.

Before making a decision on double listing or investing in companies in this way, both investors and the company must thoroughly review the investment-related opportunities and risks, in particular because foreign entities are governed by the law of the country in which they are registered. In this context, it is worth mentioning the example of the Slovenian bank Nova KBM, whose shareholders in 2014 they lost their shares without remuneration because Slovene law allowed the redemption of all shares of the bank in circulation[41].

The same was true of the US Alcohol Company — Central European Distribution Corporation (hereinafter CEDC), whose shares were admitted to trading on the US NASDAQ market and in parallel, in the period from December 2006 by April 2013, to trading on a regulated market in Poland. Company in 2013 cancelled her shares[42].

When assessing the legal framework affecting the dual listing procedure in the EU, it can be concluded that they are appropriate for the smooth conduct of the parallel stock listing procedure[43], However, the assessment of the market advantage of such an undertaking remains a separate issue. The mere admission of foreign assets to trading usually results in trading shares on the second market, which is also negligible applies to those companies which, as the second market, have chosen the WSE — its liquidity is low and therefore, from a purely economic perspective, such a move should be considered not very intrusive.

Undoubtedly, the interest in the Warsaw Stock Exchange from foreign companies is a positive phenomenon. In order to maintain the image of the Warsaw Stock Exchange as the leader of the region, it is necessary to promote the Warsaw parquet floor as a place recommended for parallel listings, with the hope that in the future it will attract companies that prosper and effectively bind their plans with Poland or its region[44].

Summary

Harmonisation of national rules on organised trading in securities, which has taken place in recent years, has led to a significant integration of EU capital markets.

A special example of this is the principle of a single passport which liberalises rules for cross-border public offerings and for the admission of securities to trading on regulated markets in other EU Member States.

As a result of effective harmonisation of the rights of issuers from all EU countries, there are similar rules for public tenders. According to the principle of a single European passport, the prospectus approved in one Member State of the Union may also be used as a legal basis for public offering in other Member States.

In practice, the principle of a single passport enables a successful tender and dual listing.

Comprehensive analysis of the issue as well as considerations on parallel quotations give rise to the de lege ferenda — there is no doubt that the regulations on the supervision of foreign issuers are not sufficient and should be strengthened.

Foreign companies listed on the Polish stock exchange are not subject to supervision by the host State and therefore KNF does not have instruments that could safeguard the interests of shareholders. In the opinion of the author, the KNF should have instruments to facilitate the suspension of quotes of doubtful shares of issuer confidence.

The cases of CEDC and Nova KBM have unfortunately remained unaffected by the shape of the regulation of parallel quotations.

In conclusion, it should be pointed out that dual listing, through the CSDR Regulation, has improved the settlement of transactions, the multiple operational connections of the CSDP, the single passport rules and the effective harmonisation of EU law, is an important factor in the development of the integration of European capital markets and European exchanges. In addition, although not always successful and implementing all its plans, it creates the opportunity to open up to new capital markets and promote the company on international markets.

_____________________

1 A. Boy, Dual listing [in:] Capital market law, ed. A. Chodecki, M. Dyl, Warsaw 2015, p. 81.

2 Investopedia in the definition of dual listing cites the example of Hewlett-Packard (HP), whose shares are "listed on both the New York Stock Exchange (NYSE) and NASDAQ" — https://www.investopedia.com/terms/d/duallisting.asp (access: 24 September 2020).

3 For example, L. Oręziak, Directions for changes in the functioning of the European Union financial market, Bank and Credit 2003, No 7.

4 Ibid. This is due, among other things, to the dominance of the banking sector over the capital market — for many years the phenomenon has been a characteristic of the continental European financial market.

5 The road to the stock market. How to prepare the company for public issue, Warsaw 2008, p. 50, 51.

6 Conclusions based on the report The impact of the reform of OFE on the Polish capital market. Analysis of the Association of Stock Issuers, http://seg.org.pl/sites/seg13.message-asp.com/files/wplyw_reformy_ofe_na_polski_rynek_kapitalowy_-_analiza_seg_0.pdf (access: 24 September 2020).

7 This shows, for example, the historic case of Bank Austria Creditanstalt (BACA), which as first Foreign company also debuted on the GPW (2003). The BACA dividend was nominated in euro, and the NBP settlement system at the time was not adapted to this situation, used to handle payments.

At that time, the KDPW benefited from the Bank loan. From a technical point of view, the operation was as follows: BACA transferred funds from the OeKB account to a cash account held by Credit Bank to the KDPW. The KDPW then transferred money to brokerage offices accounts, and these to the accounts of Polish shareholders of BACA.

This was a temporary solution, applied until the clearing system was adapted. see http://www.parkiet.com/artykul/363549.html (access: 24 September 2020).

8 Regulation (EU) 909/2014 to 23 July 2014 on improving securities settlement in the European Union and central securities depositories, amending Directive 98/26 and Directive 2014/65/ EU and Regulation (EU) 236/2012 (Official Journal of the European Union L, No. 257 as amended, p. 1).

9 A. Eidem, European Union legal and financial system, Warsaw 2017, https://sip.lex.pl/#/monograph/369412322/104 (access: 24 September 2020).

10 point 4 CSDR preamble.

11 In the context of the historical recognition of globalisation see R. Baldwin, P. Martin, Two Waves of Globalization: Superficial Similarities, Fundamental Differences, [in:] Globalisation and Labour. J.C.B., ed. H. Siebert, Tübingen 1999; M. Bordo, B. Eichengreen, D.

Irwin, Is globalization today really different than globalization a hundred years ago, Cambridge, MA 1999; J. Lothian, The internationalization of money and finance and the globalization of financial markets, "Journal of International Money and Finance" 21, 2002, No 6.

A comprehensive review of integration methods has been carried out by M.A. Kose et al., Financial globalisation: A reappraisal, Stanford, CA 2006

12 The subject matter of deposit receipts in Polish literature includes, among other things: M. Wierzbowski, Depository Certificates (ADRs and GDRs) as a means of raising capital, the "Legal Monitor" 1995, No 11; idem, Problems of trading rights to Polish securities in foreign markets, “State and Law” 1994, No 5; The President 28 April 1995

13 Act dated 29 July 2005 on trading in financial instruments (text one. Journal of Laws of 2020, item 89).

14 M. Romanowski, Law on public trading in securities. Commentary, Warsaw 2003, p. 515.

15 See e.g. Article 146 Act dated 28 August 1997 on the organisation and functioning of pension funds (Journal of Laws of 2004, item 1667); Article 93 Act dated 27 May 2004 on investment funds (Journal of Laws of 2004, item 1546); S. Thiel, Capital and Term Market, Warsaw 2007, p. 14.

16 M. Tchaikowska, Forms of raising capital by public limited companies, “Law of Entrepreneurs” 2000, No 50, p. 27, 28.

17 M. Cejmer, J. Napier, T. Sójka, Principle of Single Passport, [in:] eidem, European Company Law, t. 4. Foreign companies in Poland, Warsaw 2017, https://sip.lex.pl/#/monograph/369183537/209 (access: 24 September 2020); A. Eidem, the legal financial system...

18 Directive 2003/71 dated 4 November 2003 on a prospectus published in connection with the public offer or admission to trading of securities and amending Directive 2001/34 (Official Journal of the European Union L on 31 December. 2003 No 345, p. 64–89).

19 Regulation (EU) 2017/1129 dated 14 June 2017 on a prospectus to be published in connection with the offer of securities to the public or their admission to trading on a regulated market and repeal Directive 2003/71 (Official Journal of the European Union L on 30 June 2017 No 168, item 12)

20 According to theory, the rational person making the choice should invest capital in accordance with his preferences, either to minimize the variance (the basic risk measure) at the expected rate of return, or to maximize the rate of return at the given variance. An investor is assumed to choose both domestic and foreign by choosing companies in his portfolio. More see H. M. Markowitz, Portfolio Selection, ‘Journal of Finance’ 7, 1952, p. 77–91

21 M. Grinblatt, M. Keloharju, How distance, language, and culture influence stockholdings and trades, ‘Journal of Finance’ 56, 2001, No 3, p. 1053–1073

22 R.M. Stulz, On the effects of barriers to international investment, "Journal of Finance" 36, 1981, No 4, p. 923–934.

23 M. Grinblatt, M. Keloharju, op. cit.

24 A. Subrahmanyam, S. Titman, The going-public decision and the development of financial markets, "Journal of Finance" 54, 1999, No 3, p. 1045–1082.

25 T. Sosnowski, Disinvestment strategy differential of private equity funds by method first public offering, ‘Acta Universitatis Lodziensis. Folia Oeconomica’ 2013, No 278.

26 M. Pagano, A.A. Roell, J. Zechner, The geography of equity listing: Why do companies list aroad?, "Journal Of Finance" 57, 2002, No 6, p. 2651–2694.

27 J. Hursti, M.V.J. Maula, Acquiring financial resources from foreign equity capital markets: An Examination of Factors influencing foreign initial public offerings, "Journal of Business Venture" 22, 2007, p. 833–851.

28 S. Chaplinsky, L. Ramchand, The impact of global equity offerings, "Journal of Finance" 55, 2000, No 6, p. 2767–2789.

29 Although it should be noted that portfolio diversification alone does not lead to the elimination of investment risks and the author of the work signals the motives of foreign investors rather than the investment results they achieve.

The systematic risk as an investment risk is not controlled at all by an entity within its scope (as a risk caused by economic overall and random factors such as inflation) and cannot be reduced by portfolio diversification.

The total risk falls with the introduction of new instruments into the portfolio, but the rate of decline in risk is decreasing relatively, and the subsequent introduced instruments have an increasingly lower risk reduction effect. see H.M. Markowitz, op. Cit.

30 For example, J.A. Fanto, R.S. Carmel (in A report on the attributes of foreign companies respecting a U.S. listing, New York 1997, p. 44) suggest that the improvement of European regulatory standards attracts institutional investors from the United States to shares listed in Europe.

31 The research involved listing companies with emerging markets in developed countries. see G.A. Karolyi, Why to companies list shares abroad? A survey of the evidence and its management implications, "Financial Markets, Institutions & Instruments" 7, 1998, No 1; idem, The world of cross-listings and cross-listings of the world: Challenging conventional visdom, "Review of Finance" 10, 2006.

32 D.T. Ackerly, E.J. Pan, Dual Listing Securities In Europe And The United States, Washington, DC 2002, p. 3.

33 G.C. Biddle, S.M. Saudagaran, Foreign Stock Listings: Benefits, Costs, and the Accounting Policy Dilemma, ‘Accounting Horizons’ 5, 1991, No 3, p. 70, 71.

34 A. De Jong, L. Rosenthal, M. Van Dijk, The risk and return of arbitrary in dual-listed companies, "Review of Finance" 13, 2009, p. 495–520. Practitioners stress that the opportunities are very limited due to the limited offer of brokerage houses in Poland, but it is often noted that arbitration is currently possible at least in such a variant that the investor decides on which stock exchange to sell or purchase

35 J. Yagil, Z. Forshner, Gains from International Dual Listing, “Management Science” 37, 1991, No 1, p. 114–120.

36 A. Serra, Dual-listings on International Exchanges: The Case of Emerging Markets’ Stocks, “Financial Management” 5, 1999, No 2, p. 165.

37 J. Francis, Investments: Analysis and Management, Warsaw 2000, p. 860.

38 E. Feder-Sempach, Investment risk. Analysis of Polish stock market, Warsaw 2011, p. 36.

39 I. Lee, Dual Listing and Shareholders’ health: Evidence from UK and Japanese companies, "Journal of Business Finance & Accounting" 19, 1992, No 2, p. 243–252.

40 E. Feder-Sempach, Analysis of the profitability of investments in foreign companies listed on the Warsaw Stock Exchange during the period 2010–2012, „Scientific Studies of the University of Szczecin” 2013, No 756, p. 137

41 https://www.money.pl/gielda/wiadomosci/artykul/anulowanie;akcji;nova;kbm;na;co;powinni;uwazac;inwestorzy;z;gpw,183,0,1454775.html (access: 24 September 2020)

42 see the current report of the company in which the market was informed that ‘All [...] shares of CEDC currently traded would be cancelled. [...] As a result of the cancellation of CEDC shares on the date of the entry into force of CEDC, it will cease to be a public company in Poland and expects that its shares will no longer be traded on the Warsaw Stock Exchange” — https://www.bankier.pl/static/att/emitent/2013-05/Raport50a_2013_201305310004414010.pdf (access: 24 September 2020)

43 see D. Pajewska, M. Pietkiewicz, Dual listing, “Yearbooks” 2, 2012, p. 20.

44 By giants the debut is often treated as a regulatory requirement (for example UniCredit, Santander), not as a business decision. For example, in the case of Santander, it was a fulfilment of a commitment to KNF that Santander submitted in connection with plans to merge West Bank WBK with Kredyt Bank, and the debut of UniCredit was agreed by KNF during talks with UniCredit on the merger of Pekao SA and BPH

Bibliography

Literature

Ackerly D.T., Mr. E.J., Dual Listing Securities in Europe and the United States, Washington, DC, 2002.

Baldwin R., Martin P., Two Waves of Globalization: Superficial Similarities, Fundamental Differences, [in:] Globalisation and Labour. J.C.B., ed. H. Siebert, Tübingen 1999.

Biddle G.C., Saudagaran S.M., Foreign Stock Listings: Benefits, Costs, and the Accounting Policy Dilemma, ‘Accounting Horizons’ 5, 1991, No 3, p. 69–80.

Bordo M., Eichengreen B., Irwin D., Is globalization today really different than globalization a hundred years ago?, Cambridge, MA 1999.

Cejmer M., Napier J., Sójka T., European company law, t. 4. Foreign companies in Poland, Warsaw 2017.

Chaplinsky S., Ramchand L., The impact of global equity offerings, "Journal of Finance" 55, 2000, No 6, p. 2767–2789.

Boy A., Dual listing, [in:] Capital market law, ed. A. Chodecki, M. Dyl, Warsaw 2015.

Tchaikowska M., Forms of raising capital by public limited companies, “Law of Entrepreneurs” 2000, No 50, p. 27–31.

De Jong A., Rosenthal L., Van Dijk M., The risk and return of arbitration in dual-listed companies, "Review of Finance" 13, 2009, p. 495–520.

The road to the stock market. How to prepare the company for public issue, Warsaw 2008.

1. et al., European Union legal system, Warsaw 2017, LEX.

Fanto J.A., Carmel R.S., A report on the attributes of foreign companies respecting a U.S. listing, New York 1997.

Feder-Sempach E., Analysis of the profitability of investments in foreign companies listed on the Warsaw Stock Exchange during the period 2010–2012, „Scientific Studies of the University of Szczecin” 2013, No 57, p. 177–187.

Feder-Sempach E., Investment risk. Analysis of Polish stock market, Warsaw 2011.

Francis J., Investments: Analysis and Management, Warsaw 2000.

Frankowska-Budźnia A., Securities market in the United States, “Rzeczpospolita” 28 April 1995.

Grinblatt M., Keloharju M., How distance, language, and culture influence stockholdings and trades, ‘Journal of Finance’ 56, 2001, No 3, p. 1053–1073.

Hursti J.M., Maula M.V.J., Acquiring financial resources from foreign equity capital markets: An examination of factors influencing foreign initial public offerings, "Journal of Business Venturing" 22, 2007, No 6, p. 833–851.

Karolyi G.A., Kuan-Hui L., Dijk M.A. van, Understanding community in liquidity around the world, "Journal of Financial Economics" 105, 2012, No 1, p. 82–112.

Karolyi G.A., The world of cross-listings and cross-listings of the world: Challenging conventional visdom, "Review of Finance" 10, 2006, p. 99–152.

Karolyi G.A., Why to companies list shares abroad? A survey of the evidence and its management implications, "Financial Markets, Institutions & Instruments" 7, 1998, No 1, p. 1–59.

Kose M.A. et al., Financial globalisation: A reappraisal, Stanford, CA 2006.

Lee I., Dual Listing and Shareholders’ wealth: Evidence from UK and Japanese Companies, "Journal of Business Finance & Accounting" 19, 1992, No 2, p. 243–252.

Lothian J., The internationalization of money and finance and the globalization of financial markets, "Journal of International Money and Finance" 21, 2002, No 6, p. 699–724.

Markowitz H.M., Portfolio Selection, ‘Journal of Finance’ 7, 1952, No 1, p. 77–91.

Oręziak L., Directions of changes in the functioning of the European Union financial market, Bank and Credit 2003, No 7, p. 27–34.

Pagano M. et al., What Makes Stock Exchanges Succeed? Evidence from Cross-Listing Decisions, "European Economic Review" 45, 2001, No 4–6, p. 770–782.

Pagano M., Panetta F., Zingales L., Why to companies go public? An empirical analysis, "Journal of Finance" 53, 1998, No 1, p. 27–64.

Pagano M., Roell A.A., Zechner J., The geography of equity listing: Why do companies list aroad?, "Journal of Finance" 57, 2002, No 6, p. 2651–2694.

Pajewska D., Pietkiewicz M., Dual listing, “Yearbooks” 2, 2012, p. 18–22.

Romanowski M., Law on public trading in securities. Commentary, Warsaw 2003.

Serra A., Dual-listings on International Exchanges: The Case of Emerging Markets’ Stocks, European Financial Management 5, 1999, No 2, p. 165–202.

Sosnowski T., Disinvestment strategy differential private equity funds method first public offering, ‘Acta Universitatis Lodziensis. Folia Oeconomica’ 2013, No 278, p. 97–113.

Stulz R.M., On the effects of barriers to international investment, "Journal of Finance" 36, 1981, No 4, p. 923–934.

Subrahmanyam A., Titman S., The going-public decision and the development of financial markets, "Journal of Finance" 54, 1999, No 3, p. 1045–1082.

Thiel S., New EU regulations on prospectus — an example of a change in the approach to the regulation and application of Community law, the "Security Law" 2005, No 10, p. 21–34.

Thiel S., Capital and Term Market, Warsaw 2007.

Wierzbowski M., Depository receipts (ADRs and GDRs) a way to raise foreign capital, the “Legal Monitor” 1995, No 11, p. 321–323.

Wierzbowski M., Problems of trading rights to Polish securities in foreign markets, “State and Law” 1994, No 5, p. 20–28.

Yagil J., Forshner Z., Gains from International Dual Listing, "Management Science" 37, 1991, No 1, p. 114–120.

Legal acts

Directive 2003/71 dated 4 November 2003 on a prospectus published in connection with the public offer or admission to trading of securities and amending Directive 2001/34 (Official Journal of the European Union L on 31 December 2003 No 345, p. 64–89).

Law on public trading in securities and trust funds (Journal of Laws of 1994, item 239 as amended).

Regulation (EU) 596/2014 dated 16 April 2014 on market abuse [market abuse Regulation] and repealing Directive 2003/6 and Commission Directives Directive 2003/124, Directive 2003/125 and Directive 2004/72.

Regulation (EU) 909/2014 dated 23 July 2014 on improving securities settlement in the European Union and central securities depositories, amending Directive 98/26 and Directive 2014/65/ EU and Regulation (EU) 236/2012 (Official Journal of the European Union L, No. 257 as amended, p. 1).

Regulation (EU) 2017/1129 dated 14 June 2017 on a prospectus to be published in connection with the offer of securities to the public or their admission to trading on a regulated market and repeal Directive 2003/71 (Official Journal of the European Union L on 30 June 2017 No 168, item 12).

Act dated 28 August 1997 on the organisation and functioning of pension funds (Journal of Laws of 2004, item 1667).

Act dated 27 May 2004 on investment funds (Journal of Laws of 2004, item 1546).

Act dated 29 July 2005 on trading in financial instruments (text one. Journal of Laws of 2020, item 89).

Internet sources

https://www.bankier.pl/static/att/emitent/2013-05/Raport50a_2013_201305310004414010.pdf

https://www.investopedia.com/terms/d/duallisting.asp

https://www.money.pl/gielda/wiadomosci/artykul/anulowanie;akcji;nova;kbm;na;co;powinni;uwazac;inwestorzy;z;gpw ,183,0,1454775.html

http://www.parkiet.com/artykul/363549.html The impact of the OFE reform on the Polish capital market. Analysis of the Association of Stock Issuers,

http://seg.org.pl/sites/seg13.message-asp.com/files/wplyw_reformy_ofe_na_polski_rynek_kapitalowy_-_analiza_seg_0.pdf

This text comes from the periodical “Student Law Work, Administrative and Economic, Tom 35, University of Wrocław 2021