Demutualization of Helsinki Stock Exchange

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Demutualization of Helsinki Stock Exchange Aalto University School of Science Degree Programme in Industrial Engineering and Management Lauri Turtiainen Catalysts for Organizational Change: Demutualization of Helsinki Stock Exchange Master’s Thesis Espoo, August 1, 2014 Supervisor/instructor: Professor Robin Gustafsson “Grief does not change you, Hazel. It reveals you” - John Green, The Fault in Our Stars AALTO UNIVERSITY SCHOOL OF SCIENCE ABSTRACT OF THE Degree Programme in Industrial Engineering and Management MASTER´S THESIS Author: Lauri Turtiainen Subject of the thesis: Catalysts for Organizational Change: Demutualization of Helsinki Stock Exchange Number of pages: 88+6 Date: 1.8.2014 Library location: TU Professorship: Strategic Management Code of professorship: TU-91 Supervisor: Robin Gustafsson Instructor: Robin Gustafsson Since the inception of the industry, stock exchanges were typically organized as mutual associations or co-operatives. The predominance of the organizational form was a result of the prevailing institutional, economic and technological conditions during the establishment of most stock exchanges and despite subsequent environmental changes these organizational forms persisted. At the turn of the millennia, most stock exchanges assumed demutualized structures. There is a consensus in existing research that this transformation was mainly driven by globalization and advancements in information technologies. Knowing the antecedents however does not provide explanation how demutualization unfolds and what sensitizes an organization to this change. This thesis addresses these gaps in existing literature. This thesis studies the process through which Helsinki Stock Exchange was demutualized in 1995. Since the beginning of 1980s changes in the operating environment of the Exchange gradually increased the pressure to demutualize. This pressure was a result of the limitations of a co-operative which became apparent as the existing structures were not suitable for the new situation. The pressure accumulated on three levels, which I call “pressure tracks”. These include increasing competition between stock exchanges, lack of financing and the potential to realize the value in stock exchange ownership. Firstly, a co-operative organization cannot perform well under competition. Increasing competition between stock exchanges forced exchanges to pursue ways to improve their competitiveness. However, diverging interests between members, slow decision making and lack of resources made this very difficult. Secondly, a co-operative has limited alternatives to finance investments. The computerization of the stock exchange industry forced heavy investments which were primarily financed through debt. This deteriorated the financial position of exchanges increasing the risk of financial distress. Finally, besides from the face value, there is no value in the participation share of a co-operative as it typically does not yield return in the form of dividend or increase in value. Increasing revenues and the potential to make profit increased the opportunity cost of not realizing the value of the business by converting the participation share into stock, causing pressure to demutualize. While the pressure increased gradually over the two decades, the organizational inertia resisted change until the pressure was symmetrically distributed within the Exchange. This means that the pressure to change had reached all interest groups within the Exchange. Drawing from my findings I make the following propositions. (1) The limitations of a co-operative organizational form become apparent under competition, need for financing, and value realization potential; (2) a co-operative organization becomes sensitive to change when the pressure to change is symmetrical and above a certain threshold level that is determined by organizational inertia; and (3) a co-operative organization is more susceptible to the influence of a single incident that symmetrically increases the pressure to change, than to the influence of an incident that asymmetrically increases the pressure. Keywords: organizational change, demutualization, stock exchanges Publishing language: English AALTO YLIOPISTO PERUSTIETEIDEN KORKEAKOULU DIPLOMITYÖN Tuotantotalouden koulutusohjelma TIIVISTELMÄ Tekijä: Lauri Turtiainen Työn nimi: Organisaatiomuutoksen katalyytit: Helsingin Arvopaperipörssin yhtiöittäminen Sivumäärä: 88+6 Päiväys: 1.8.2014 Työn sijainti: TU Professuuri: Strateginen johtaminen Professuurin koodi: TU-91 Työn valvoja: Robin Gustafsson Työn ohjaaja: Robin Gustafsson Toimialan synnystä alkaen osuuskunta tai yhdistys olivat tyypillisimmät tavat järjestää osakekaupankäynti. Organisaatiomuodon valintaan vaikuttivat vallalla olleet institutionaaliset, taloudelliset ja teknologiset tekijät. Huolimatta ympäristön jatkuvasta muutoksesta, osuuskunta arvopaperipörssien hallitsevana yhtiömuotona säilyi vuosisatojen ajan. Vuosituhannen vaihteessa valtaosa pörsseistä kuitenkin yhtiöitettiin ja ne omaksuivat osakeyhtiömuotoisen liiketoiminnan periaatteet. Aikaisemmat tutkimukset osoittavat, että keskeisimmät muutokseen johtaneet syyt olivat kansainvälistyminen ja informaatioteknologian kehittyminen. Tästä huolimatta on epäselvää, miten yhtiöittäminen tapahtuu ja mikä herkistää organisaation muutokselle. Tämä diplomityö pyrkii täydentämään näitä puutteita aikaisemmassa kirjallisuudessa. Tässä diplomityössä tutkitaan Helsingin Arvopaperipörssin yhtiöittämistä vuonna 1995. Paineet muuttaa Pörssin organisaatiomuotoa alkoivat muodostua 1980-luvun alussa, kun muutokset liiketoimintaympäristössä toivat esiin osuuskunnan heikkoudet. Paine muuttua kertyi kolmella eri tasolla, jotka olivat kilpailu, puutteet rahoituksessa sekä mahdollisuus arvon realisoimiseksi. Ensinnäkin, osuuskunta ei pysty suoriutumaan hyvin kilpailluilla markkinoilla. Kasvava kilpailu pörssien välillä pakotti ne etsimään ratkaisuja kilpailukyvyn parantamiseksi. Eriävät intressit jäsenten välillä, hidas päätöksenteko ja puutteelliset resurssit tekivät tästä hyvin vaikeata. Toiseksi, osuuskunnan mahdollisuudet rahoittaa investointeja ovat rajatut. Kaupankäynnin sähköistyminen vaati suuria investointeja, jotka rahoitettiin pääosin velalla. Korkea velkaantumisaste kasvatti riskiä ajautua taloudelliseen ahdinkoon. Lisäksi osuuskunnan osuudella ei ole arvoa nimellisarvoa lukuun ottamatta. Osuus ei oikeuta omistajaansa saamaan osinkoa eikä sen arvo kasva samaan tapaan kuin osakkeen arvo. Kasvava liikevaihto ja mahdollisuus tehdä voittoa kasvattivat osuuteen liittyvää vaihtoehtoiskustannusta. Osuuden muuttaminen osakkeeksi toisi jäsenille merkittävän voiton. Vaikka muutospaine Pörssissä kertyi kahden vuosikymmenen ajan, organisatoriset voimat vastustivat muutosta, kunnes paine oli saavuttanut kaikki intressiryhmät Pörssin päätöksentekoelimissä. Tällöin paine muuttua oli ”symmetrisesti” jakaantunut. Tuloksieni perusteella totean seuraavaa: (1) osuuskunnan heikkoudet tulevat esiin, kun kilpailu, rahoitustarpeet tai mahdollisuudet arvon realisoimiseksi kasvavat; (2) osakeyhtiö herkistyy muutokselle kun siinä oleva paine muuttua on symmetrisesti jakautunut ja ylittää rajatason, joka määräytyy organisatoristen vastavoimien perusteella; (3) osuuskunta on herkempi sellaisille ulkoisille muutoksille, jotka symmetrisesti kasvattavat painetta organisaation sisällä, kuin muutoksille, jotka epäsymmetrisesti kasvattavat painetta. Asiasanat: organisaatiomuutos, yhtiöittäminen, arvopaperipörssit Julkaisukieli: englanti ACKNOWLEDGEMENTS This thesis was funded by Peter Wallenberg Foundation and done as a preliminary study for a cross country project. The project team will continue working on this topic of stock exchange demutualization and organizational change. First I must thank Professor Robin Gustafsson for providing me the opportunity to work on this project. I am thankful for the guidance, support, and valuable insights in this field of study that he provided. I am also thankful to all the individuals involved with the project, Mirko Ernkvist in particular. Mirko was always available for discussing my latest ideas and he provided valuable feedback throughout the study. Most of the time working on this thesis was fun. I believe there is a balance. Without fun, the quality of work suffers and the working pace slows down, same goes for too much fun. Finding the right balance was easy with the brilliant co-thesis-workers I had the chance to work with. Thank you so much Tomi Hiirsalmi, Tiina Korvenoja, Tommi Pajala, Outi Salonen, Terhi Savelainen and Joosef Valli. Despite the fun, writing this thesis at times was a heavy burden. Luckily I did not have to carry the load all by myself. I had a wonderful support team of friends and family. Thanks to my roommates Eero and Olli. After a long day at work it was always a breath of fresh air to come home. The next day did not seem so stressful anymore. Joni, without our regular coffee and beer breaks at street bar Lungi I would not have a summer holiday this year. You helped me through the bad times. Thank you! Seven years ago I started my pursuit to become a Master of Science. It is an endeavor one does not go through alone. No words can express my gratitude towards my family; Mom, Dad, Antti and Esko. You were always there. Finally, a special thanks goes to a person who helped me become the person I am today. There is a vast chasm in between what I was when I first walked into Otaniemi, and what I am when I walk out. From what I understand of my own thesis, meeting you was the sensitizing incident in my life, and you were my benchmark
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