Financial Times: Lawsuits hit non-US companies: “The companies involved include Royal Dutch/Shell, Nortel Networks, Nokia, Adecco and Parmalat.” (ShellNews.net)

By Andrei Postelnicu in New York

27 Sept 04

A record number of non-US companies face class-action lawsuits by US shareholders this year, according to a study by PwC published on Monday.

So far this year there have been 21 cases. PwC forecasts that by the end of the year the previous high of 23 in 2002 will be exceeded. Last year saw 15 class-action lawsuits.

The study follows reports that the increased regulatory burden in the US has caused some foreign companies to revise plans to list shares on Wall Street while others already listed have considered delisting.

Grace Lamont, the PwC partner who headed the study, said: "I don't think this represents any particular hostility towards European or non-US companies, but just the general environment. This reiterates the cost of compliance in the US and increased risk areas." The PwC study found that more than 65 per cent of the cases filed against foreign companies were related to accounting issues.

Ms Lamont said the implications of reporting on internal controls as mandated by the Sarbanes-Oxley Act and the shift towards International Financial Reporting Standards in Europe could open up other areas of vulnerability for companies. However, she added that there was no evidence of an increased number of voluntary delistings and deregistrations with the Securities and Exchange Commission by non-US companies.

In the past, companies such as Porsche of Germany, Japan's Fuji Film and Daiwa Securities have cited increased regulatory burdens in the wake of Sarbanes-Oxley as a main reason for withdrawing plans to list shares in the US.

John Thain, New York Stock Exchange chief executive, earlier this year opened a debate on the US regulatory regime and its effects on foreign listings, saying some companies had told the exchange the "pendulum of regulation" had swung too far. The NYSE and the Nasdaq have both stepped up efforts to court non-US companies amid a decrease in the number of such listings. Ms Lamont said that as US capital markets accounted for 40 per cent of the world total they could not be ignored by international companies, whatever the cost of compliance.

While most of last year's lawsuits targeted the high-technology and banking sectors, this year's actions are spread across a variety of sectors. The companies involved include Royal Dutch/Shell, Nortel Networks, Nokia, Adecco and Parmalat.

PwC said that the increased familiarity of law firms with the issues faced by foreign companies as well as increased co-operation between US regulators and their counterparts abroad were the main factors behind increased legal action against non-US companies. It noted that US-style class-action lawsuits were being exported to Europe and other parts of the world.