ADR/GDR
Representing Foreign Companies and Depositary Banks in Securities 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 and global depositary receipt programs. 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, exchange offers and rights offerings. We actively work with both issuers and depositary banks in connection with the recent Securities and Exchange Commission rules, including the recent amendments to 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 and to address concerns about the unilateral creation of unsponsored depositary receipts facilities. Contact our firm to learn more about our depositary receipts services.
Representation on Depositary Receipts Matters
Ziegler, Ziegler & Associates LLP is internationally recognized for the depositary receipts expertise of its attorneys. Issuers from all over the world seeking to establish ADR or GDR programs or whose securities otherwise trade in the form of ADRs or GDRs 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 DR programs (fee letters, deposit agreements, any other required contracts)
- Negotiate agreements setting out commercial terms with the depositary
- Ensure the protection of DR holders' rights and interests
- Advise on compliance with U.S. laws and stock exchange regulations
- Aid in all matters relating to exemption under SEC Rule 12g3-2(b)
Dedicated Assistance with a Variety of 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, 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 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 U.S. law.
Contact our firm to learn more about the representation we offer with American and global depositary receipt programs. Our lawyers are steadfast advocates who provide the sound transactional and litigation experience needed for effective competition in the global marketplace.
