Problems of Cross Border Listing and the Way Forward

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Background Paper:
Obstacles to cross-border listings and acquisitions in the financial sector A. Purpose of the paper
In September 2004, the informal Ecofin Council in Scheveningen discussed the issue of lagging crossborder consolidation1 in the banking area. This low level of cross-border consolidation is not confined to banking, but is relevant for the whole financial sector, with some nuances. In the upcoming Financial Integration Monitor report, the Commission will dedicate a chapter on the quantitative aspects of crossborder restructuring, confirming the trends discussed in Scheveningen. Indeed, between 1999 and 2004, the report will show that cross-border mergers and acquisitions (M&As) accounted for around 20% of the total value of M&As in the financial sector, whereas cross-border deals represented 45% of M&As in other sectors over the same period.2

Finance Ministers asked the Commission to examine possible explanations for this low level of pan- European restructuring specific to the financial sector, by reviewing the obstacles to cross-border M&As, in order to identify possible internal market failures, gaps or shortcomings. It should be stressed that the role of the Commission is to ensure that existing EU law is enforced properly, as well as to propose growth-supportive actions, within the context of the overall EU competitiveness policy. It must be equally clear that the Commission does not intent to favour specific business models or to influence individual market decisions, as long as they are compatible with the Treaty rules and the EU secondary law. On that basis, it is the role of the Commission to analyse market functioning, in order to detect any unjustified obstacles that would hamper companies in making their own decisions regarding their business organisation in the Internal Market. The misuse of the supervisory powers to block cross-border mergers has been identified by Ministers of Finance as a possible obstacle to cross-border mergers and acquisitions. The Commission has already taken steps to improve and clarify the current provisions in the relevant directive, to avoid such situations.

At the same time, there may be other factors explaining the lack of cross-border mergers in the financial services sector, when assessed against the domestic consolidation3 process. This paper tries to draw a first list of potential obstacles to cross-border mergers, i.e. obstacles that would make a cross-border merger less attractive, more expensive or more complex than a domestic merger. It covers the whole financial sector, trying to distinguish between market segments when relevant. Obstacles to consolidation in general (i.e. obstacles that impede domestic consolidation as well) are not covered. Obstacles to forms of integration other than cross-border M&As (such as direct cross-border provision of services) are also out of the scope of this paper, even though some obstacles might be relevant for different channels of integration.

This list is aimed at providing all possible explaining factors, in order to serve at a later stage as a base for discussion on which of those obstacles should, and could, be removed in order to achieve the objective of improving the functioning of the Internal Market for financial services. It is not a policy paper, but a first analysis of the explanations behind the facts discussed at the Scheveningen informal Ecofin Council.

1 Cross-border consolidation means in this paper consolidation involving entities located in different EU Member States. 2 The full study will be published in the “Financial Integration Monitor – 2005”, due in May 2005. 3 Domestic consolidation is to be understood as consolidation occurring within a single EU Member State. DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 2

In its present form, the paper does not distinguish between those obstacles that are key to explain lagging cross-border...
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