TY - JOUR AU - Doidge,Craig AU - Karolyi,G. Andrew AU - Stulz,René M. TI - Why Do Foreign Firms Leave U.S. Equity Markets? JF - National Bureau of Economic Research Working Paper Series VL - No. 14245 PY - 2008 Y2 - August 2008 UR - http://www.nber.org/papers/w14245 L1 - http://www.nber.org/papers/w14245.pdf N1 - Author contact info: Craig Doidge University of Toronto 105 St. George St. Toronto, Ontario M5S 3E6 Canada E-Mail: craig.doidge@rotman.utoronto.ca Andrew Karolyi Johnson Graduate School of Management Cornell University 348 Sage Hall Ithaca, NY 14853 Tel: (607) 255-2153 E-Mail: gak56@cornell.edu Rene M. Stulz The Ohio State University Fisher College of Business 806A Fisher Hall Columbus, OH 43210-1144 Tel: 614/292-1970 Fax: 614/292-2359 E-Mail: stulz_1@cob.osu.edu AB - This paper investigates Securities and Exchange Commission (SEC) deregistrations by foreign firms from the time the Sarbanes-Oxley Act (SOX) was passed in 2002 through 2008. We test two theories, the bonding theory and the loss of competitiveness theory, to understand why foreign firms leave U.S. equity markets and how deregistration affects their shareholders. Firms that deregister grow more slowly, need less capital, and experience poor stock return performance prior to deregistration compared to other foreign firms listed in the U.S. that do not deregister. Until the SEC adopted Exchange Act Rule 12h-6 in 2007 the deregistration process was extremely difficult for foreign firms. Easing these procedures led to a spike in deregistration activity in the second-half of 2007 that did not extend into 2008. We find that deregistrations are generally associated with adverse stock-price reactions, but these reactions are much weaker in 2007 than in other years. It is unclear whether SOX affected foreign-listed firms and deregistering firms adversely in general, but there is evidence that the smaller firms that deregistered after the adoption of Rule 12h-6 reacted more negatively to announcements that foreign firms would not be exempt from SOX. Overall, the evidence supports the bonding theory rather than the loss of competitiveness theory: foreign firms list shares in the U.S. in order to raise capital at the lowest possible cost to finance growth opportunities and, when those opportunities disappear, a listing becomes less valuable to corporate insiders and they go home if they can. But when they do so, minority shareholders typically lose. ER -