Risk & Compliance

Chinese Group Blocked in Bid for Chicago Stock Exchange

The SEC says its review left "unresolved questions" about the source of funds for the deal and the ownership structure.
Matthew HellerFebruary 19, 2018

The U.S. Securities and Exchange Commission has blocked the proposed sale of the Chicago Stock Exchange to a Chinese-led investor group, citing a lack of transparency about the source of funds for the deal and the ownership structure.

The would-be buyers needed the SEC to approve a rule change that would allow the exchange to effect a change in its ownership. A group led by China’s Chongqing Casin Enterprise Group had proposed acquiring CHX for $20 million.

Supporters of the deal said it could attract more Chinese companies to U.S. financial markets and help revive a marketplace where activity was dwindling, but critics raised concerns about Chinese interference in the U.S. economy.

In an order released on Thursday, the SEC said the exchange “has not met its burden to show that approval of the proposed rule change is appropriate. Accordingly, it is not necessary for us to consider either the relevance of such foreign investment concerns … or the merits of the concerns themselves.”

The regulator cited “unresolved questions about whether the proposed new ownership structure would comply with the ownership and voting limitations” of the Exchange Act.

It also said the CHX had not shown that it would be able to effectively monitor or enforce compliance” with the voting limitations and that the review process “has also raised questions about whether the proposed ownership structure will allow the commission to exercise sufficient oversight of the exchange.”

As Reuters reports, the SEC’s move “ends a two-year battle to gain approval for the sale and underscores the more hostile environment facing Chinese buyers under the administration of U.S. President Donald Trump.”

The exchange handles just 0.5% of U.S. equities trades but Trump brought the proposed sale up during the election campaign as an example of how jobs and wealth were leaving the United States.

“What makes the SEC rejection so striking is that … under then-President Barack Obama, the Committee on Foreign Investment in the United States, an interagency group that examines proposed acquisitions for potential security risks, approved the deal,” Politico noted.