International Corporate Regulation: Listing Rules and Overseas Companies

Listing rules have always played a significant role in corporate regulation by controlling the manner in which companies raise capital through the issue of securities and the subsequent trading of those securities between investors. The regulatory role of listing rules can be characterised as the top-tier in a system of regulation for listed companies in which the lower tiers are represented by securities law and general corporate law. Company law represents the bottom tier of regulation as it applies to all companies, albeit with some distinctions made between public and private companies. While company law does contain a substantial body of rules which are subject to change by share-holders (‘default rules’), it also contains a core of mandatory rules (not subject to change by shareholders) which are regulatory in their nature.