Ownership, governance and regulatory discretion of stock exchanges : a comparative study

Abstract

This book provides a model for the evaluation of potential biased regulatory actions by stock exchanges in relation to their own governance as well as in relation to the governance and activity of their regulatees; based on the analysis of the ownership, governance, allocation of regulatory powers, discretion‘s exercise and rule‘s content, this book gives the reader a comparative analysis that addresses how different exchanges‘ organizational and regulatory structures can lead to different forms of biased regulation as well as externalities in the financial system. The book develops case studies regarding three major stock exchanges‘ holding companies (BME, the LSEG, and NYSE-Euronext) and the markets they operate in Spain, the UK, France and the US. One of the main findings of the book is the relation between the ownership/governance of exchanges and the quality of their regulatory output; stock exchanges subject to concentrated and path dependent ownership structures and weaker governance regimes in which there is low separation between the ownership of the exchange and its governance, tend to produce rules that maximize the interest of the persons exercising control over those exchanges. Moreover, these persons have the incentive to keep a lock on control because, by doing so, they extract important private benefits of control in the form of regulatory power and discretion that can be used in a biased manner in their own interest. This finding has important implications in terms of policy making; if there is such a relation between governance and regulatory output, efforts by public regulators should be put on the governance of exchanges in order to avoiding the possibilities of biased influence over exchanges‘ regulatory processes.