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Ali money

25 September 2013 By Peter Thal Larsen, Rob Cox

Alibaba’s preference for New York over Hong Kong could end up improving corporate governance in both cities. The Chinese internet giant is rethinking the venue for a potential initial public offering after Hong Kong regulators balked at its unusual governance structure. While the city-state deserves credit for sticking to its principles, Alibaba’s model leaves less room for conflict than the dual-class share structures that are prevalent in New York.

Silicon Valley has shown that going public needn’t mean giving up control. Though the founders of Google and Facebook no longer own a majority of their companies, they exercise authority through super-voting shares that give them a bigger say than outside investors.

As the founder of China’s biggest internet company, Alibaba Chairman Jack Ma is also keen to protect the company from the influence of unwanted outsiders agitating for short-term change. But the Hong Kong stock exchange requires all shareholders to be treated equally. As a result, the e-commerce group proposed giving a group of senior executives – known as the partnership – the right to nominate a majority of the directors on its board. Outside investors would still be able to vote against any proposed directors they felt did not meet the grade. But they would not be able to install their own candidates.

Alibaba argued that its structure was no less shareholder-friendly than the Hong Kong tycoons who can maintain control over their empires through cascades of partially-listed subsidiaries. But Hong Kong IPOs must pass muster with the exchange’s listing committee and the Securities and Futures Commission. Regulators concluded that the partnership would still exercise control despite holding just 13 percent of the shares, and refused to make an exception. Alibaba is now considering a listing in the United States, probably early next year.

Losing what would have been the biggest IPO of the year is undoubtedly painful for Hong Kong. But its reluctance to bend the rules, even for a company of Alibaba’s size, will only enhance its reputation in the long term.

Meanwhile, Alibaba’s approach might actually raise the very low bar for listed internet groups in the United States. Though the partnership approach is less transparent than just issuing two different classes of stock, the company cannot entirely ignore its external shareholders. As long as Alibaba uses its unorthodox structure sensibly, its preference for New York over Hong Kong may be a good outcome for both cities.


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