SEC fact sheet on international exchange mergers

Capital markets are globalizing, to the potential benefit of investors everywhere.

While the SEC staff is not taking a position on any particular mergers, the SEC staff recognizes that mergers of stock exchanges located in different countries may make business sense to shareholders of these exchanges.

In light of recent developments, SEC staff wants to ensure that all affected parties—particularly investors—clearly understand the regulatory issues created by such mergers.

Many forms of integration cited with regard to cross-border exchange mergers would not result in mandatory registration of a non-U.S. exchange with the SEC.

Those forms of integration also would not result in the mandatory registration of a non-U.S. exchange’s listed companies with the SEC or the mandatory compliance with the provisions of the federal securities laws, including the Sarbanes-Oxley Act, that would derive from that registration.

Joint ownership of a U.S. exchange and a non-US exchange would not result in automatic application of U.S. securities regulation to the listing or trading activities of the non-U.S. exchange.

Whether a non-U.S. exchange, and thereby its listed companies, would be subject to U.S. registration depends upon a careful analysis of the activities of the non-U.S. exchange in the United States.

The non-U.S. exchange would only become subject to U.S. securities laws if that exchange is operating within the U.S., not merely because it is affiliated with a U.S. exchange.

The SEC has been anticipating exchange globalization for some time and will continue to collaborate with its regulatory counterparts abroad to resolve potential regulatory issues in a manner consistent with U.S. law and in a way that protects investors, promotes capital formation, and ensures fair and efficient markets.

The SEC stands ready to help investors, issuers, and exchanges around the world understand when and how U.S. regulation might apply to them.