Through the leadership of Partner Scott Ziegler, Ziegler, Ziegler & Associates LLP has become an internationally recognized, definitive source for counsel and representation regarding depositary receipt programs. We assist 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 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.
Our services include 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. We actively work with both foreign private issuers and depositary banks regarding compliance with Securities and Exchange Commission rules, including Rule 12g3-2(b) concerning automatic exemptions of foreign private issuers from U.S. reporting requirements; we help 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.
Our work with American and global depositary receipt programs further elides our corporate and securities practices to offer seamless, comprehensive advice regarding the sophisticated use of ADRs and GDRs in cross-border tender offers, mergers and acquisitions and rights offerings.
Issuers from all over the world seeking to establish ADR, GDR, HKDR or other comparable programs - or whose securities otherwise trade in the form of ADRs, GDRs, HKDRs or comparable structures - seek the unparalleled advice of Ziegler, Ziegler & Associates to address securities law issues and other relevant legal matters. If your company has questions regarding a depositary 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) - we welcome you to contact us.