Risk & Compliance

JPMorgan Chase Fined $135M Over ADR Trades

JPMorgan's settlement with the SEC means all four depositary banks have been sanctioned for improper handling of "pre-released" ADRs.
Matthew HellerDecember 27, 2018

JPMorgan Chase has become the latest bank to be sanctioned for improper handling of thousands of transactions involving American Depositary Receipts.

The U.S. Securities and Exchange Commission said JPMorgan will pay more than $135 million to settle charges that it allowed ADRs to be “pre-released” while not backed by actual shares, leaving them ripe for potential market abuse.

In agreeing to the settlement, JPMorgan joined Citibank, Deutsche Bank, and brokers ITG Inc. and Banca IMI Securities Corp. among the financial institutions that have been swept up recently in the SEC’s crackdown on improper handling of pre-released ADRs.

The settlement includes the disgorgement of about $71 million in net revenues that JPMorgan generated from negligently conducted pre-release transactions between November 2011 and early 2015. The bank will also pay $14.4 million in prejudgment interest and a $49.7 million penalty.

“With these charges against JPMorgan, the SEC has now held all four depositary banks accountable for their fraudulent issuances of ADRs into an unsuspecting market,” Sanjay Wadhwa, senior associate director of the SEC’s New York Regional Office, said in a news release.

The practice of pre-release allows a bank to release ADRs to a broker without the deposit of foreign shares, provided the broker or its customer beneficially owns the number of foreign ordinary shares that corresponds to the number of shares the ADR represents.

The SEC has described the mishandling of ADRs as an “industry-wide fraud.” In JPMorgan’s case, the commission said it resulted in abusive practices such as inappropriate short selling and dividend arbitrage.

“JPMorgan was negligent with respect to whether the pre-release brokers, or the parties on whose behalf the pre-released ADRs were being obtained, actually beneficially owned the corresponding number of ordinary shares, as they represented to JPMorgan in their pre-release agreements,” the SEC said in an administrative order.

“The result of this conduct was the issuance of ADRs that in many instances were not backed by ordinary shares as required by the ADR facility,” it added.