The article begins by outlining some of the history of mutual business forms, and the recent demutualization movement. Then, after examining the idea of exchanges as proprietary businesses, the article examines three new problems caused by demutualization: how shares in an exchange will be traded; how a proprietary exchange can function as a regulator; and the risk that a proprietary exchange will become a take-over target. The article concludes that there is no perfect arrangement for trading in an exchange's shares; that, if proprietary exchanges are allowed to act as regulators, they should be subject to some constraints as to how they perform this function; and that, contrary to the ordinary case where we have reason to believe that markets discipline firms, a vigorous market for control of exchanges could have harmful effects. The concern that underlies these conclusions is a concern that a country's national interest in protecting its domestic capital markets for the benefit of domestic enterprise and investors is likely to be undermined in a world where exchanges act just like any other business. 3
Demutualization of Financial Exchanges: Business as Usual,
Nw. J. Int'l L. & Bus.