Listing Smart.

In the eight years since I chaired a supervisory board on a dual-listed company (WSE primary, LSE secondary), the geography of capital has shifted. I have recently led the search for a dual-listing of Genius Group, listed on NYSE American, which included reviewing all major exchanges globally, and led to an application for a secondary listing on ASX. The London IPO market has contracted sharply, foreign issuers account for a majority of new US listings, and CEOs everywhere are asking the same question: is our single-venue listing still serving our shareholders? That is fundamentally a board question — and one every NED should be prepared to answer with rigour, not reflex.

The state of play: where capital is moving in 2025–26

The gap between US and European equity markets has widened from noticeable to structural. In Q3 2025, the London Stock Exchange saw just three listings across the Main Market and AIM raising a combined £16.3 million - a 75 percent year-on-year decline. Full-year 2025 LSE IPO proceeds fell 66 percent compared with 2024. Meanwhile, 58 percent of US IPOs in Q1 2025 were launched by foreign issuers, and UK stocks trade at a 42 percent forward-earnings discount to US peers — 25 percent even after sector-mix adjustments.

Fig 01The US–Europe capital gap has widened from noticeable to structural.

Companies have followed the money. Wise shifted its primary listing to New York. Ashtead ($18.5B), CRH ($61B), and Arm ($138B) either moved their primary listings to US exchanges or chose the US as their primary venue outright. NYSE now hosts 530+ international companies from 48 countries — the largest such cohort on any exchange globally.

The takeaway for boards is not "move to New York." For 90 percent of European issuers, the domestic market is still the right primary venue. The takeaway is that single-venue thinking has become a liability for a meaningful minority — and dual-listing strategies, long treated as an edge case, deserve a fresh look.

What "multiple listing" actually means

Before a board debates the merits, everyone at the table needs to share a vocabulary. Three structures dominate, with very different cost and complexity profiles.

Fig 02Three listing structures, three very different cost and complexity profiles.

These are not substitutes. A true dual listing (Royal Dutch Shell historically on LSE and Euronext Amsterdam) is a heavy lift — fully fungible shares, dual compliance, a unified shareholder register, and arbitrage that keeps prices within pennies. A secondary listing using CDIs (Chess Depositary Interests in Australia) or GDRs is lighter: the primary regulator retains the lead, and the second venue gets an economic interest traded locally. An ADR programme sits lighter still — Level I ADRs can trade OTC in the US without any US listing at all.

The wrong structure is worse than no second venue. I have seen companies invest in a Level III ADR programme (the most expensive tier) when the shareholder demand only justified a Level I sponsorship. I have seen the opposite too — CDIs used when the target investor base really wanted a true dual listing. Matching the structure to the strategic goal is the first board decision.

The business case: benefits weighed against real risks

The upside of a second listing is largely about liquidity and access. The downside is largely about cost and governance. A well-run board process surfaces both sides explicitly.

The benefits are well-documented: broader investor pool, tighter bid-ask spreads, nearly 24-hour trading when venues are in different time zones, access to valuation re-rating when the second venue trades at a premium, and currency optionality for future capital raises. EY's Global IPO Trends Q3 2025 reported that foreign-issuer proceeds in the US reached $25.4 billion year-to-date — a 39.2 percent increase over 2024 — driven in significant part by this re-rating effect.

The risks are equally real. IFRS versus US GAAP reconciliation carries an audit cost measured in the hundreds of thousands to millions depending on company size. SEC reporting under a second primary listing effectively doubles the compliance calendar. Management bandwidth is finite — a CFO running two IR programmes, two earnings calls, and two regulatory regimes is a CFO at risk of slipping on both. And when venues diverge — in price, in coverage, in investor composition — the arbitrage can become disorderly.

Notes from the boardroom: lessons from WSE/LSE and NYSE

My own career has put me on both sides of the multiple-listing decision, and the pattern is the same whether the second venue is in London, New York, or Sydney: the structure matters less than the reasoning.

At Work Service SA, I chaired the supervisory board of a company that was dual-listed on the Warsaw Stock Exchange (primary) and the London Stock Exchange (secondary), operating in 20 countries with a workforce of more than 300,000. The LSE listing was originally pitched as a way to attract Western European institutional capital — and on paper it should have worked. In practice, the economics only justified the dual listing during specific capital-raising windows. Between raises, the second venue was a cost centre with limited liquidity. That experience taught me that a dual listing needs a persistent, repeatable rationale - not a one-time moment.

A second venue that only matters at IPO is a venue you probably did not need. The board's job is to test whether the rationale is structural - or episodic. — From the boardroom

At Genius Group (NYSE: GNS), where I serve as Executive Board Director, Chief Legal Officer and Chief People Officer, the calculus is different. We are a Singapore-headquartered AI education company with 34 operating subsidiaries across 100+ countries. Before our April 2022 IPO, the majority of our shareholders were already based in Asia and Oceania. When our board approved the pursuit of an Asian dual listing in August 2025, the rationale was structural: give our existing Asia-Pacific shareholders easier access, open the company to deeper regional liquidity, and create near-24-hour trading coverage for our global investor base.

We evaluated ASX, KRX, and HKEX. ASX won on three dimensions — regulatory clarity, the maturity of its CDI infrastructure, and a Singapore–Australia investor corridor that fits our shareholder map. DLA Piper is preparing the In-Principle Advice Application with ASX; approval is expected to take roughly four months. Critically, the structure is a CDI secondary listing rather than a true dual listing: our NYSE listing remains primary, our SEC reporting calendar remains the anchor, and Asia-Pacific investors get fungible economic exposure through a venue they can reach in their own trading hours.

Two practical lessons from leading that workstream. First, involve counsel who have shipped the specific structure you are proposing — not just a generalist capital-markets team. The differences between an ASX CDI and an ASX full listing matter in ways a generalist will miss. Second, the governance pre-work starts a full year before the application. You are not just filing paperwork — you are demonstrating to a second regulator that your audit committee, your disclosure controls, and your related-party review processes meet their standards as well as those of your primary exchange.

The board's decision framework

When a dual listing comes to the board — and if your company is approaching scale, it will — I run through five questions before I am willing to vote "yes":

Fig 03If any answer is "no," the right response is to pause — not to approve with conditions.

If any of those answers is "no," the right board response is to pause, not to approve with conditions. Conditional approval on a dual listing tends to create half-committed execution — and half-committed dual listings are the ones that end up quietly delisting 18 months later.

What's different in 2026: three trends to watch

1. Streamlined cross-Atlantic fast-tracks. Nasdaq Stockholm now streamlines the dual-listing review for companies that list on a US Nasdaq venue within 12 months - shortening what used to be a 6–9 month process to a matter of weeks. Similar compressions are emerging for ASX/US and HKEX/US pairings. The cost-benefit math changes when the friction comes down.

2. Digital-asset treasury companies driving new structures. Companies holding significant digital-asset treasuries are creating novel dual-listing use cases - matching a US primary listing (deepest pool for equity capital) with an Asian or European secondary listing (nearest to 24-hour crypto trading cycles). Boards in this cohort should expect this to become a board-governance topic in its own right.

3. Mandatory ESG and diversity disclosure divergence. A dual-listed company may face different ESG-disclosure regimes on each venue - CSRD in the EU, SEC climate rules in the US (in whatever form they survive the current regulatory contest), ASX's corporate-governance disclosure framework in Australia. The Women on Boards Directive taking effect in June 2026 adds another layer for EU-listed issuers. A board approving a dual listing must understand which regime binds them - and how to satisfy both without contradicting itself.

Six principles for NEDs evaluating a listing proposal

1. Start with the shareholder, not the exchange. The question is not "where do we list?" but "whose access are we trying to expand?"
2. Match the structure to the strategic goal. True dual, CDI, GDR, ADR — each has a place; the wrong one is worse than none.
3. Test the rationale for persistence. If the benefit only exists during an IPO or capital raise, the dual listing is not worth its ongoing cost.
4. Budget for governance, not just legal. Dual listings are governance undertakings before they are legal exercises.
5. Build IR capacity before you need it. Two venues mean two investor programmes. Staffing and tooling cannot be an afterthought.
6. Plan the exit ramp. Healthy boards know how they would unwind a secondary listing if the thesis breaks. Planning this in advance is not defeatism — it is governance.

A second listing is a commitment, not an experiment. Entered with clear reasoning and the right structure, it can genuinely broaden a company's ownership, deepen its liquidity, and re-rate its valuation. Entered reflexively - because competitors did it, or because capital markets bankers are pitching - it becomes an expensive distraction.

For boards considering a second venue in 2026, the honest question is not "should we?" but "for whom, through what structure, and with what exit plan?" The NEDs who can lead that conversation are the ones who will be listened to when the capital markets shift again.