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     May 10, 2007
Page 3 of 3
The decline of US equity markets
By Julian Delasantellis

validity, that might fly with a general public whose idea of an accounting scandal goes no further than concerns about the fairness of the vote-counting on the television program American Idol. And in this era of unchecked American xenophobia and nativism, they've come up with a really good one.

These days, the sum of their argument is the claim that, in the wake of the passage and implementation of Sarbox, the proportion of international stocks being brought to the US equities



markets for original listing and trading, what are called initial public offerings (IPOs), is declining.

At first glance, it is hard to see why anyone, save perhaps those who sell ultra-upscale jewelry, automobiles, or escort services to the tony New York investment-banking crowd, should care what the proportion of world stock IPOs being done in the US currently is. But for the anti-Sarbox crowd, they've latched on to this issue with a passion and intensity evocative of Cold War propaganda; you half expect schoolchildren to be warned to "duck and cover" underneath their desks to defend themselves against the threat posed by incoming foreign-market IPOs.

An all-star team of America's business and economic elite have come together to form the Committee on Capital Markets Regulation, the main group lobbying the public debate to weaken Sarbox. They give the US the bad news that:
In the late 1990s, the US exchange-listed capital markets were attracting 48% of the value of all global initial public offerings. By 2006, US market share had fallen to 7.2%. If US investors are to have access to a vibrant US IPO market and all the protections it affords, then US regulators must work to reverse this trend.
Their recommendation? In corporate gobbledygook:
The committee recommends that materiality for scoping an assessment should be defined, as it was traditionally, in terms of a 5% pre-tax income threshold.
In English, what they are recommending is that the corporations get a freebie for the first 5% of lying about their earnings.

Of course, comparing current IPO levels with those of the late 1990s ignores the fact that the previous period was the era of the dotcom frenzy; many of these companies had spectacular IPOs and, soon after, equally spectacular bankruptcies.

Also, with the tremendous recent growth of foreign economies has come a concomitant growth of foreign equity markets; it should not be all that surprising that foreign entrepreneurs, if only to display their national pride, should want to have a stock listing on a market closer to home.

Also, the argument regarding fewer foreign IPOs does not automatically, in the absence of further data, prove Sarbox's causation. Researchers Craig Doidge, G Andrew Karolyi and Rene M Stultz, writing in the journal of the Fisher College of Business at Ohio State University, report that "there is no deficit in cross-listing counts on US exchanges related to SOX".

There is also another potential reason for the decline in the attractiveness of US equity markets for foreign entrepreneurs, one that is obvious to those outside the country, but one to which almost all Americans, including the financial press, is oblivious.

Recently, New York Times economics columnist Daniel Gross, on his Moneyblog, noted how all foreign visitors to the United States, even high-powered foreign corporate executives, must, in this post-September 11 era, share the common fate of needing to obtain approval from the preening despots who are the US border agents who now guard the gates of, and decide who gets to enter, the nation. Notwithstanding the Bush administration's continued affirmations that racial profiling is not a factor in selecting out visitors for enhanced inquisition, visitors from Muslim or South Asian nations particularly know this is untrue.

At best this is a process that usually contains no small measure of degradation, humiliation and caprice; at worst, this process can end with the visitor arbitrarily seized for internment without any right of judicial review or redress. Sometimes the only "offense" the visitor has committed is having his name incorrectly read or transliterated on the border agent's computer. Black Americans know they are constantly susceptible to being pulled over by highway police for what they call DWB (driving while black); the comparable danger for those entering the country is FWA - flying while Arab.

Is it any wonder that this unspoken reality is deterring visits to the United States by foreign entrepreneurs? After all, you're probably going to miss your lunch at Tavern on the Green with the investment bankers planning your IPO if you're being waterboarded at Guantanamo.

So the song remains the same. A righteous attempt to ensure that America's business elite attend to the same basic rules of honesty and decency as the rest of us is under attack since, it seems, the business elite still doesn't feel it should have to obey the same basic rules of honesty and decency that the rest of us do.

There is a story, possibly apocryphal, of a 1920s conversation between F Scott Fitzgerald and Ernest Hemingway. Fitzgerald observed that "the rich are different from you and me", to which Hemingway replied, "Yes, they have more money." If a modern-day Hemingway were making this riposte to a contemporary Fitzgerald, he might, looking at the fight against Sarbox, reply: "Yes, they have better public relations staff."

Julian Delasantellis is a management consultant, private investor and an educator in international business in the US state of Washington. He can be reached at juliandelasantellis@yahoo.com.

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