Global Depositary Receipts—key terms and parties
Produced in partnership with Latham & Watkins

The following Banking & Finance practice note produced in partnership with Latham & Watkins provides comprehensive and up to date legal information covering:

  • Global Depositary Receipts—key terms and parties
  • Introduction
  • Key parties
  • Depositary bank
  • Custodian
  • Issuer
  • Lead managers
  • Legal counsel
  • Auditors
  • Listing GDRs

Global Depositary Receipts—key terms and parties

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the limited extent agreed), but the UK must continue to adhere to its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit to the continuing jurisdiction of the Court of Justice of the European Union in accordance with the transitional arrangements in Part 4 of the Withdrawal Agreement. For further reading, see: Brexit—introduction to the Withdrawal Agreement. This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions [Archived]—Brexit planning and impact—key issues for debt capital markets transactions and Brexit—impact on finance transactions [Archived]—Derivatives and debt capital markets transactions—key SIs.

Introduction

Global depositary receipts, or GDRs, are securities issued by a depositary bank that represent another security held by that depositary bank, such as shares.

An issuer typically sets up a depositary receipt programme through a depositary bank to enable institutional investors to invest in the issuer’s shares. Such programmes are popular with issuers domiciled in emerging markets in which

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