Corporate Governance

Stock Exchanges, Rule Enforcement, and the SEC

By J. Robert Brown

Stock exchanges like Nasdaq and the NYSE are for profit companies that have a fiduciary obligation to maximize earnings.  Sometimes enforcing the rules of the exchange is inconsistent with this.  In some cases, non-enforcement requires permission of the SEC.  This is the case, for example, in connection with the post below where Nasdaq asked to put in suspension the rule that requires companies to trade at a minimum price ($1).  But in the case of individual exemptions, SEC review is not required.  Thus, when the NYSE opted to not require shareholder approval of the shares issued by Wachovia to Wells Fargo the decision was unilateral and non-transparent.  There was no double check by a government regulator.  Perhaps it is time to extend mandatory Commission review to more decisions by for-profit stock exchanges.

Full post as published by The Race to the Bottom on February 04, 2009 (boomark / email).