A Depositary Control Agreement, or DCA, is a legally binding agreement between a company and a depositary bank. It is typically used in connection with American Depository Receipts (ADRs), which are investment vehicles that allow foreign companies to raise capital in the United States.
The DCA governs the relationship between the company issuing the ADRs and the depositary bank that holds the underlying shares of stock on behalf of the ADR holders. The depositary bank serves as the custodian of the shares, collects dividends and other distributions on the shares, and converts the foreign currency proceeds into U.S. dollars for distribution to the ADR holders.
The DCA sets out the terms and conditions of the depositary arrangement, including the rights and obligations of the company, the depositary bank, and the ADR holders. It also describes the procedures for the issuance, transfer, and cancellation of ADRs.
In addition to the basic terms of the depositary arrangement, the DCA may also contain provisions relating to corporate governance, such as voting rights and the appointment of directors. It may also include provisions relating to the resolution of disputes and the governing law of the agreement.
One of the key benefits of using a DCA is that it allows foreign companies to access the U.S. capital markets without having to comply with the same regulatory requirements as U.S.-based companies. This can be especially beneficial for companies that are not yet ready to undertake a full-scale IPO in the United States.
However, it is important for companies to carefully consider the costs and risks associated with using a DCA. These may include fees charged by the depositary bank, currency exchange risk, and the potential for regulatory and legal challenges.
In conclusion, a Depositary Control Agreement is a crucial legal document that governs the relationship between a company and a depositary bank in connection with the issuance of American Depository Receipts. It is important for companies to carefully consider the benefits and risks associated with using a DCA, and to work with experienced legal and financial advisors to ensure that the agreement is structured in a way that best meets their needs.