American Depositary Receipts (ADRs)
Chapters in this video
- 0:00 What ADRs are and why Carla needs one
- 1:09 The three-step mechanics: custodian to depositary to U.S. market
- 2:47 Sponsored vs. unsponsored: the exam's favorite fork in the road
- 4:02 Level 1, Level 2, Level 3: escalating SEC commitment
- 5:34 The currency risk trap: why ADRs are not magic shields
- 7:04 Dividends, foreign withholding, and the foreign tax credit
- 8:07 Voting rights and who holds the proxy
- 8:32 Rapid-fire exam recap
What this video covers
- What an American Depositary Receipt (ADR) is: a negotiable certificate issued by a U.S. depositary bank representing shares in a foreign company, traded in U.S. dollars on U.S. markets
- The three-step mechanics of how foreign shares become tradable ADRs through a custodian bank and depositary bank
- The critical distinction between sponsored ADRs (foreign company involvement, SEC reporting, exchange eligibility) and unsponsored ADRs (no company involvement, minimal reporting, OTC only)
- The three sponsored ADR levels: Level 1 (OTC only, minimal registration), Level 2 (exchange-listed, SEC registration, annual reports), and Level 3 (exchange-listed, full SEC registration, can raise new capital)
- Why ADRs do not eliminate currency risk, and how exchange rate fluctuations affect ADR value even when the underlying foreign stock price is flat or positive
- How ADR dividends flow from foreign currency declaration through conversion to U.S. dollars, and the currency conversion risk borne by the investor
- The foreign tax credit available to U.S. investors when foreign governments withhold taxes on ADR dividends, preventing double taxation
- Voting rights: passed through to holders of sponsored ADRs, typically retained by the depositary bank for unsponsored ADRs
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