چرا تنها برخی از شرکت های "نزدک" به بورس اوراق بهادار نیویورک تغییر یافتند؟ مدارک و شواهد از معاملات شرکت های بزرگ

Every year only a small fraction of Nasdaq firms that are eligible to move to the NYSE actually choose to move. This is surprising as prior literature documents significant gains to listing on NYSE. Gains in visibility and liquidity associated with a move to NYSE reduce the firm’s cost of capital. Consequently, firms are more likely to move to NYSE when they are raising external financing or engaging in acquisition activity. We study a set of corporate transactions – issue of debt, equity and involvement in acquisitions – for a group of Nasdaq firms that chose to move to the NYSE and a size and industry-matched control group over the period 1986–1998. We find that firms that move to the NYSE issue more debt and equity, and engage in more asset transactions following their move relative to control firms. Our results suggest that the listing decision of a firm is often not isolated, but rather related, to other important corporate objectives of the firms

The Nasdaq stock market emerged in the 1970s to provide small firms with access to capital markets. Most of these firms eventually moved on to the New York Stock Exchange (NYSE) following years of growth. This is not surprising given that many researchers in the past have documented tangible gains from a NYSE listing (see, for example, Kadlec and McConnell, 1994, Baker et al., 1999a and Baker et al., 1999b). These gains to a NYSE listing involve gains in visibility and “prestige” leading to increases in market values of these firms’ shares. The gains to a NYSE listing also arise from increases in liquidity and potentially lower transaction costs. Despite these varied benefits that Nasdaq firms potentially derive from a NYSE listing, not all firms that are eligible to move choose to move. Based on the NYSE listing criteria, there were approximately 2,654 non-financial Nasdaq firms that satisfied the eligibility criteria of listing on NYSE from 1986 to 1998 but only 460 firms, or about one in six eligible firms, chose to actually move to the NYSE.1 Further, firms that move wait for a few years after their first eligibility before they list at the NYSE. Why do some Nasdaq firms move to the NYSE when others who are eligible to move choose not to? One possibility could be that firms where such benefits are not apparent are more likely to stay in Nasdaq. Amihud and Mendelson (1986) argue that highly liquid firms in Nasdaq realize little gain in liquidity by moving to the NYSE. In similar vein, Reinganum (1990) shows that small firms have a liquidity advantage on the Nasdaq as compared to the NYSE. Aggarwal and Angel (1997) argue that higher spreads in Nasdaq give incentives to broker-dealers to market the stock that may be missing in a market like the NYSE where the nexus between brokers and dealers is weaker. Firms that depend on broker network for secondary market liquidity, therefore, choose not to list on the NYSE to exploit this marketing advantage. While these studies view differences in firm characteristics as the primary drivers in the listing decision, we present, in this paper, an alternative hypothesis that is based on the ability of a firm to exploit the visibility and liquidity gains from a NYSE listing as an important factor in the decision to move to the NYSE. Merton (1987) shows that firms benefit from a widening of their investor base through a lower cost of capital since investors prefer to invest only in securities that they are aware of. Similarly, Amihud and Mendelson, 1986 and Amihud and Mendelson, 1988 show that investors are willing to accept a lower return for stocks with higher liquidity. Since NYSE stocks are usually more widely followed and are more liquid it is likely that Nasdaq firms moving to the NYSE experience a reduction in their cost of capital. Though a lower cost of capital is attractive, it is especially so when the firm is issuing new equity or debt. Consequently, firms are more likely to move to NYSE when they anticipate raising significant capital in the years ahead. A reduction in the cost of capital also reduces the cost of financing acquisition activity facilitating a firm’s acquisition program. In summary, firms are more likely to move to NYSE when their interactions with capital markets are high. Just like people are more likely to undertake home improvement projects to enhance the value of their house prior to putting the house for sale, firms might be more likely to capture the gains from a NYSE listing that reduce its cost of capital prior to major interactions with the capital markets. To examine this we choose Nasdaq firms that move to NYSE over the period 1986–1998 and a size and industry-matched control group of firms that were eligible to move in the same year but chose to stay in Nasdaq. We study a set of corporate transactions – issue of debt, equity and involvement in acquisition activities – for both the sample and control firms. We find strong evidence that sample firms raise more debt than their control firms in the two years after the move to the NYSE. The evidence from equity issues is mixed—though sample firms have a larger number of equity issues they do not differ in the total proceeds raised from these equity issues from their control firms. Our evidence on acquisition activities present greater contrast between firms that move to the NYSE and firms that chose to remain in Nasdaq. The increase in acquisition activities for sample firms is twice as much as the increase for the control firms, and 50% more than when they were in Nasdaq. Our results suggest that firms choose to move to the NYSE when their interactions with capital markets are likely to be high. As far as we know, this paper is the first to show that firms’ involvement in capital raising and acquisition activities is an important factor impacting their decision to move to NYSE. The rest of the paper is organized as follows. Section 2 describes the empirical design and our data. Section 3 examines changes in corporate transactions for sample and control firms around the time they decide to leave Nasdaq and Section 4 concludes.

Though several Nasdaq firms are eligible to list at the NYSE only few firms choose to do so. This is surprising given well-documented benefits that Nasdaq firms derive from a NYSE listing. Further firms that move to the NYSE wait for a few years after they become eligible. In this paper, we present evidence that suggests that involvement in capital raising and acquisition activities may determine whether and when Nasdaq firms decide to move to the NYSE. We study firms that moved from Nasdaq to the NYSE between 1986 and 1998 and a size and industry matched control group of Nasdaq firm that were eligible to list at the NYSE but chose not to move. We find that firms that move to the NYSE raised more capital through issue of debt and equity and were involved in more acquisitions than their control peers even while they were trading in Nasdaq. The increased propensity for corporate transactions after the move to the NYSE suggests that the decision to list and when to list is often taken in conjunction with these other corporate activities. By bringing to light the nesting of the listing decision among broader corporate objectives, a fact that has been largely ignored in the previous literature, our results provide a new perspective to why only some Nasdaq firms switch to the NYSE.