University of Miami Business Law Review

Document Type



Between 2007 and 2021, several South American companies carried out IPOs outside their home countries, with the subsequent overseas primary listing of their shares on U.S. stock exchanges. The acceleration of this trend from January 2018 (with the IPO of PagSeguro Digital Ltd. on the New York Stock Exchange—NYSE) is not explained solely by the possibility of adopting dual-class shares structure for companies listed on U.S. stock exchanges. In this sense, factors such as: (1) biases and subjectivities in the decision-making process; (2) cultural proximity and history of successful precedents; (3) better valuation in comparison with local markets; and (4) access to global markets, sophisticated investors, and reputation; were found to be key explanatory elements for this wave of IPOs and overseas primary listings on U.S. stock exchanges, especially Nasdaq. This Article concludes that this trend, which Brazilian companies mainly carried, can be replicated or accelerated in other specific sets of countries if more advanced conditions are fulfilled in their private equity and venture capital industry. The U.S. markets provide an attractive level of know-how for its participants and scale, resulting in a better valuation of technology companies. This is particularly important for companies that cannot rely on thriving capital markets where they concentrate their operations.