Investor Protection across Markets: Who Can Exercise Shareholder Entitlements in Corporate Spin-offs?

Abstract

Investor protection in corporate spin-offs is often coded as a binary feature: an assured entitlement exists or it does not. In a cross-market transaction, a right may attach to one shareholder market but not another, exist legally but be unusable through the ordinary custody channel, or deliver cash rather than the spun-off security. This paper asks not only whether a safeguard exists, but on whom it is conferred and whether it can be exercised in practice. It develops a five-dimension coding framework—coverage, exercisability, delivery, shareholder voice and market channel—and applies it to a source-linked registry of Hong Kong-listed parent –SpinCo transactions. Midea–Annto and Weichai–Lovol illustrate A/H legal-eligibility asymmetry; WH– Smithfield and Sihuan–Xuanzhu illustrate infrastructure constraints. Completed distributions provide comparison cases. The evidence supports mechanism and existence claims, not population frequencies or causal effects. A procedural benchmark asks whether differential treatment is justified, disclosed, practicable, and accompanied by a security route, monetised substitute or reasoned explanation. The contribution is to recast investor protection as a question of rights incidence and institutional capacity rather than rule presence alone.

Author abstract from the research manuscript. Typography and line breaks have been normalized; the linked source may show a different manuscript version.