Depositary Receipts Transaction Attorneys
Internationally Recognized Experts on Depositary Receipt Matters
At Ziegler, Ziegler & Associates LLP, our attorneys have advised issuers, depositary banks and other market participants from around the globe on a wide range of corporate, legal and financial issues related to the establishment and/or maintenance of American (ADR), global (GDR) and Hong Kong (HKDR) depositary receipt programs, as well as on other comparable jurisdictional programs (BDRs, SDRs, etc.) including under Regulation S and Rule 144A of the Securities Act of 1933, as amended. We have been involved in countless transactions in the depositary receipt industry in a wide variety of capacities, including as advisors to clients in transactions involving the sophisticated use of American depositary receipts (ADRs) and global depositary receipts (GDRs) in cross-border tender offers, mergers and acquisitions and rights offerings. We actively work with both foreign private issuers and depositary banks in connection with compliance with Securities and Exchange Commission rules, including without limitation Rule 12g3-2(b) concerning automatic exemptions of foreign private issuers from US reporting requirements, helping affected companies understand the risks they might face and how they can benefit from the liberalization of SEC regulations. We also help foreign companies address concerns about the unilateral creation of unsponsored depositary receipt facilities without a company's consent. Contact our firm to learn more about our depositary receipt services.
Representation on Depositary Receipt Matters
Ziegler, Ziegler & Associates LLP is world-renowned for the depositary receipts expertise of its attorneys. Issuers from all over the world seeking to establish ADR, GDR, HKDR or other comparable type programs or whose securities otherwise trade in the form of ADRs, GDRs, HKDRs or comparable type structures, hire our firm to address securities law issues and other relevant legal matters. As part of our representation we will:
- Draft and negotiate the governing agreements for our clients' depositary receipt (DR) programs (fee letters, deposit agreements, any other required contracts)
- Negotiate agreements setting out commercial terms with the depositary
- Ensure the protection of depositary receipt (DR) holders' rights and interests and limit the risks facing our clients
- Advise on compliance with U.S. laws and stock exchange regulations
- Aid in all matters relating to reporting under the Securities Exchange Act of 1934, as amended or the exemption from such reporting under SEC Rule 12g3-2(b)
Dedicated Assistance on Issues Pertaining to American and Global Depositary Receipt Programs
For issuers that have an existing ADR or GDR program, Ziegler, Ziegler & Associates LLP handles all legal aspects relating to transactions affecting the DRs, including exchange offers, rights offerings, mergers and acquisitions, restructurings and other corporate actions. Our attorneys always offer informative and comprehensive legal guidance regarding the requirements for structuring these transactions.
From both a legal and business standpoint, Ziegler, Ziegler & Associates LLP is able to offer issuers unparalleled advice on the structuring of depositary receipt programs and transactions involving these types of securities. If your company has any questions regarding a DR program that you initiated yourself or that a depositary bank established without your participation on an unsponsored basis, or if you'd like information about establishing or sponsoring a depositary receipt program and the benefits thereof (and a risk analysis related thereto), contact our firm.
At Ziegler, Ziegler & Associates LLP, we also represent depositary banks in all aspects of their ADR, GDR and HKDR activities, including drafting and negotiation of the operative agreements for a depositary receipt program, handling transactions and corporate actions involving depositary receipts, and advising on compliance with applicable U.S. law and regulatory requirements.
Contact our firm to learn more about the representation we offer with American and global and Hong Kong depositary receipt programs. Our lawyers are steadfast advocates who provide the sound transactional and litigation experience needed for effective competition in the global marketplace.
