In recent years, a number of firms and banks have decided to “go dark,” i.e., deregister with the Securities and Exchange Commission and delist from the major exchanges despite having a large number of outside shareholders. This paper seeks to answer two important questions: Why do firms choose to go dark? What are the consequences for shareholders? We find that firms with fewer valuable growth opportunities, greater insider ownership, lower institutional ownership, higher leverage, and lower market momentum are more likely to go dark. Furthermore, the cost of regulatory compliance is a driving force behind the going dark phenomenon.
Although a number of prior papers have argued the benefits to foreign firms of cross‐listing their shares in the U.S., the number of foreign firms exiting U.S. capital markets has been increasing. This has occurred despite the difficulties foreign firms face in deregistering from the Securities and Exchange Commission (SEC). This paper examines the reasons underlying this trend. One of our main findings is that the passage of the Sarbanes‐Oxley Act has reduced the net benefits of a U.S. listing and registration, particularly for smaller foreign firms with lower trading volume and stronger insider control.
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