ADR: American Depositary Receipt - Trade Foreign Shares in the U.S.

An overview of American Depositary Receipts (ADRs), their structure, types, benefits, and applications in the trading of foreign shares on U.S. markets.

American Depositary Receipts (ADRs) are a type of financial instrument that allows investors in the United States to purchase shares in foreign companies. Each ADR represents one or more shares of a foreign stock, and they can trade on U.S. exchanges like the New York Stock Exchange (NYSE) or NASDAQ.

What Are ADRs?

Definition

An American Depositary Receipt (ADR) is a negotiable certificate issued by a U.S. bank representing shares in a foreign company. ADRs provide U.S. investors with an easy way to invest in non-U.S. companies while receiving dividends and capital gains in U.S. dollars.

Structure of ADRs

ADRs are created when a U.S. financial institution, typically a bank, purchases shares of a foreign company and holds them in trust. In exchange, the bank issues ADRs that represent these shares, allowing U.S. investors to trade and invest without dealing with foreign currencies or trading regulations specific to other countries. The underlying shares are known as American Depositary Shares (ADSs).

Types of ADRs

  • Sponsored ADRs:

    • Issued in cooperation with the foreign company.
    • The company pays fees and provides financial and managerial information to the U.S. market.
    • Can be further classified into three levels:
      • Level I: Traded over-the-counter (OTC) with minimal reporting requirements.
      • Level II: Listed on major U.S. exchanges with stricter reporting and regulatory standards.
      • Level III: Allows the company to raise capital through public offerings in the U.S., requiring the highest level of disclosure.
  • Unsponsored ADRs:

    • Created without direct involvement of the foreign company.
    • Can be issued by one or several U.S. banks.
    • Usually traded OTC with limited company information provided.

Benefits and Applications

Benefits of ADRs

  • Simplified Trading: Provides U.S. investors with a streamlined method to invest in foreign companies without managing issues related to foreign exchanges and currencies.
  • Dividends in U.S. Dollars: Dividends are paid in U.S. dollars, simplifying the process for U.S. investors.
  • Accessibility: Investors can buy and sell ADRs through U.S. brokerage accounts just like domestic stocks.
  • Regulatory Standards: By trading on major U.S. exchanges, ADRs offer a level of transparency and adherence to U.S. regulatory requirements.

Applications

  • Diversification: Allows U.S. investors to diversify their portfolio with international stocks.
  • Investment Opportunities: Provides an avenue to invest in high-growth foreign markets.
  • Corporate Actions: Facilitates participation in corporate actions such as dividend payments, stock splits, and voting rights.

Historical Context

ADRs were introduced in the 1920s as a solution to the complexities U.S. investors faced in buying shares of foreign companies. The first ADR was created by J.P. Morgan & Co. for Selfridge Provincial Stores Limited, a British company, in 1927.

GDR (Global Depositary Receipt)

While ADRs are specific to the U.S. market, Global Depositary Receipts (GDRs) function similarly but can be used to raise capital and trade shares in multiple international markets. GDRs are frequently listed on European exchanges such as the London Stock Exchange.

ADS (American Depositary Share)

ADSs are the underlying shares represented by ADRs. While ADRs are the certificates traded in the U.S. markets, ADSs are the actual shares held by the depositary bank.

FAQs

What is the difference between ADR and ADS?

ADRs (American Depositary Receipts) are traded on U.S. secondary markets, while ADSs (American Depositary Shares) are the actual shares held by the depositary bank that ADR represents.

How are dividends on ADRs taxed?

Dividends on ADRs are subject to U.S. domestic taxation laws. However, withholding taxes may be applied by the foreign company’s home country, though these may often be credited against U.S. tax liabilities.

Can ADRs be converted back to foreign shares?

Yes, ADRs can typically be converted back to the underlying foreign shares by the depositary bank.

Summary

American Depositary Receipts (ADRs) offer U.S. investors a convenient way to invest in foreign companies through the U.S. financial markets. With varying levels of regulation and involvement from the foreign companies, ADRs provide access to international markets with the benefits of dividends paid in U.S. dollars and simplified trading processes. As financial instruments, they play a critical role in global investment diversification and market integration.

References

This concludes our detailed examination of American Depositary Receipts (ADRs). For further reading on this topic, explore our related terms and articles.

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