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JPMorgan Fined $135 Million Over Alleged ADR Mishandling

By Alex Padalka January 2, 2019

The SEC continued its crackdown on improper handling of American Depositary Receipts through the end of the year, fining JPMorgan $135 million over the firm’s alleged failures in how it oversaw them, the regulator says.

In many pre-release ADR transactions, JPMorgan allegedly improperly provided ADRs, the U.S. securities representing foreign shares of a foreign company, according to a press release from the SEC.

The pre-release of ADRs allows them to be issued without the foreign shares being deposited if brokers receiving the ADRs had made an agreement with a depositary bank and when either the broker or the customer owns the number of foreign shares corresponding to the number of share represented by the ADR, the regulator says. But in thousands of these pre-release transactions, neither JPMorgan’s brokers nor the customers allegedly had the shares needed for the ADRs, according to the press release.

This allegedly inflated the number of a foreign issuer’s tradeable securities, which in turn led to instances of “inappropriate short selling and dividend arbitrage,” the SEC says.

JPMorgan would neither admit nor deny the regulator’s findings but agreed to fork over $71 million in allegedly ill-gotten gains as disgorgement and $14.4 million in prejudgment interest and also pay a $49.7 million penalty, the SEC says.

But the regulator acknowledged the firm’s cooperation with its investigation as well as its remedial efforts, according to the press release.


With the latest settlement, the SEC has now brought eight actions against a bank or broker that allegedly engaged in “abusive ADR pre-release practices,” the regulator says. In December, BNY Mellon agreed to pay $54 million to settle charges of alleged improper handling of ADRs.

In November, Citibank agreed to pay $38.7 million over alleged infractions.

And in September, SG Americas Securities settled with the SEC for $800,000 over alleged ADR mishandling.