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Testimonials When the Customer Completes a Dual Listing — Capturing the Cross-Border Story Without Tripping Reg S, Reg FD, or the Quiet Period

ProofShow Team··9 min read

When a customer completes a dual listing, they have done one of the most consequential things a company can do in the capital markets without raising new primary equity. They have placed their existing shares on a second exchange — typically a foreign one — and in doing so, they have signed up to comply with two sets of listing rules, two disclosure regimes, two quiet-period calendars, and very often two languages of investor communication. A vendor who supported the dual listing (the listing-counsel firm, the depositary bank handling the American Depositary Receipts or Global Depositary Receipts, the investor-relations platform supporting the second market, the translation service handling the foreign-jurisdiction disclosure) has earned a testimonial that will land hard with the next prospect considering the same move. But the wrong prompt, the wrong attribution date, or the wrong distribution channel can put the customer in violation of Reg FD on the home exchange, Reg S on the foreign exchange, or the dual quiet period that overlaps the two.

This combination — high financial and strategic impact, narrow compliance window, two regulatory counterparties — makes dual listing both an unusually credible testimonial source and an unusually risky one. This guide explains how dual listings are structured, why standard testimonial collection tends to either miss them entirely or fumble the compliance handoff, and how to build a dual-listing-specific testimonial track that captures the substance without the leak. The dynamics overlap with — but are different from — those covered in our testimonial when customer completes IPO guide, which treats first-time public offerings, and our testimonial when customer completes secondary offering guide, which treats follow-on equity events.

How dual listings are structured

A dual listing is the placement of a company's existing securities on a second exchange in addition to the company's primary exchange. The customer typically pursues it for one of four reasons, often more than one at the same time:

Reason 1 — investor base expansion. The home market does not contain enough specialized institutional capital — biotech investors who track the Nasdaq Biotech Index, Asia-Pacific consumer-tech funds anchored on the Hong Kong Exchange, European long-only managers benchmarked to the FTSE 100. A dual listing makes the company's shares mechanically available to these investors without requiring them to set up custodial relationships in the home market.

Reason 2 — valuation arbitrage. The home market is undervaluing the company relative to comparable companies trading on the second exchange. A second listing moves the price-discovery process to a market that understands the business model — most commonly, a US-based biotech listing on Nasdaq after a slow run on the London Stock Exchange, or a Chinese tech company adding a Hong Kong listing after a slow run on the New York Stock Exchange.

Reason 3 — currency-of-acquisition. The company plans to make acquisitions in the second market and wants a locally-listed currency to offer to target shareholders. This is one of the cleanest strategic rationales but produces the trickiest testimonial-collection problem, because the acquisition pipeline is itself material non-public information for years after the dual listing.

Reason 4 — index inclusion. The second exchange operates an index — the S&P 500, the FTSE 100, the Hang Seng — that drives mechanical buying from passive index funds. A dual listing on the correct exchange unlocks index-fund demand that the home market cannot generate.

The dual listing is executed through one of several legal structures: a direct listing of the same shares (most common for cross-border listings between developed markets), an American Depositary Receipt or Global Depositary Receipt program (common when the second exchange does not accept the home-market shares directly), or a registered offering of newly issued shares on the second exchange (a "follow-on" offering combined with the listing). Each structure has its own disclosure profile and its own testimonial-collection risks.

Why standard testimonial collection workflows fail on dual listings

Standard testimonial workflows are designed for vendor-implementation events. A customer goes live on a new software product, a vendor asks for a quote two weeks later, the customer writes the quote, the marketing team posts it on the website. The cycle takes thirty to sixty days, and the only sensitivity is whether the quote correctly describes the product.

A dual listing breaks the standard workflow in four places.

Failure 1 — the quiet period is not one quiet period; it is two overlapping quiet periods. The home exchange imposes a quiet period around the dual-listing announcement, typically thirty to forty days after the prospectus is filed. The second exchange imposes its own quiet period that starts at a different date, ends at a different date, and is governed by a different regulator. A vendor who collects a testimonial in the window between the two — when the home-market quiet period has ended but the foreign quiet period has not — has just published a forward-looking statement in the second-exchange jurisdiction without the regulator's prior review.

Failure 2 — Reg FD applies on the home exchange, but Reg S applies on the second exchange. In the United States, Regulation Fair Disclosure (Reg FD) requires that all material information be disclosed to all investors simultaneously. If a customer's CFO gives a vendor a quote that includes a specific cost-savings number from the dual listing, and that quote appears on the vendor's website before the company files its next 10-Q, the vendor has just helped the customer commit a Reg FD violation. Regulation S, by contrast, governs the offshore sale of securities, and it imposes its own restrictions on the way US-issued statements can be republished in the foreign jurisdiction.

Failure 3 — the customer's investor-relations team — not the marketing team — owns the testimonial during the dual-listing window. The vendor's normal counterparty (the head of corporate marketing, the customer success manager) is not authorized to release a quote during the dual-listing window. The authority moves to the investor-relations team and the disclosure committee, and the vendor's outreach must be redirected, or the request will simply be ignored.

Failure 4 — the testimonial must be reviewable in both jurisdictions before publication. The quote that satisfies the home-market disclosure team may not satisfy the foreign-jurisdiction disclosure team, and vice versa. A dual-listing-specific testimonial workflow includes a two-jurisdiction review step that standard workflows do not.

How to build a dual-listing-specific testimonial track

The track has five components.

Component 1 — calendar the windows in advance. When a customer announces an intent to dual-list, log the prospectus filing date, the home-market quiet-period end date, the foreign-jurisdiction quiet-period end date, and the next post-listing earnings call. Do not approach the customer for a testimonial until all four windows have closed. The full window is typically ninety to one hundred twenty days after the dual listing goes live.

Component 2 — pre-clear the prompt with the investor-relations team, not the marketing team. Send the prompt to the customer's IR team with a cover note explaining that the quote will be reviewed by both jurisdictions' disclosure committees. The IR team will accept or reject the prompt based on the disclosure committees' guidance, not based on the marketing team's appetite.

Component 3 — write the prompt in dual-jurisdiction-safe language. Avoid specific numbers (cost savings, capital raised, investor count). Use ranges, qualitative descriptors, and historical references. "The dual listing allowed our company to broaden our investor base meaningfully and access a different pool of capital" is dual-jurisdiction-safe; "The dual listing brought in $200M of new investor capital from Asian funds in the first thirty days" is not.

Component 4 — get both jurisdictions' disclosure committees to sign off on the final quote. The signed-off quote must be locked. Any change after sign-off — even a minor wording tweak — restarts the review cycle.

Component 5 — publish the quote on a date that aligns with the next post-listing earnings call. This places the quote in the same disclosure window as the company's own forward-looking statements, which eliminates the Reg FD and Reg S timing risk. See our testimonial publication timing guide for the broader principle.

What a dual-jurisdiction-safe quote looks like

Here is a template that has cleared dual-jurisdiction disclosure committee review in three separate engagements:

"Completing our dual listing on [Exchange B] was the most operationally complex capital-markets event our finance team has executed. [Vendor] helped us coordinate the cross-jurisdiction disclosure timing, manage the second-market investor-relations website in [language], and meet the reporting requirements of both exchanges. The result has been a broader and more engaged investor base across both markets." — CFO, [Customer]

Note the four moves: no specific numbers, no forward-looking statements about future capital raises, no implication of price impact, and a clear attribution of the operational benefit to the vendor. This is the template the vendor's prospects will respond to, because it sounds like a CFO talking to other CFOs about an operational problem, not like a marketing department trying to capture the customer's capital-markets glow.

The summary

A dual listing is a high-impact event with two overlapping disclosure regimes. Standard testimonial workflows fail in four predictable places — the dual quiet period, the Reg FD / Reg S overlap, the IR-team handoff, and the two-jurisdiction review. A dual-listing-specific testimonial track that calendars the windows, pre-clears the prompt with IR, uses dual-jurisdiction-safe language, gets both committees' sign-off, and publishes alongside the next earnings call captures the substance without the leak.

This is one of the highest-leverage testimonial categories for vendors serving the cross-border capital-markets stack — listing counsel, depositary banks, IR platforms, translation services, dual-market analytics — because the prospect set is small, the deal sizes are large, and a single CFO-level quote from a recent dual-lister will drive more pipeline than ten quotes from companies that have only done a domestic listing. Build the workflow once, run it on every dual-listing customer, and the testimonials compound.

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