how does an adr get established in the u s without a company s consent the answer is simple demand a depository entity can issue certificates when there s heavy demand from investors for ownership in a specific company from abroad the issuing entity is normally a broker dealer that owns common stock in the company 
unsponsored adrs are normally issued by broker dealers that own common stock in a foreign company because they re issued without the consent or cooperation of the foreign company unsponsored adrs generally trade over the counter otc rather than on a stock exchange and there s another catch shareholder benefits and voting rights may not be extended to the holders of these particular securities special considerationssince depository banks were not required to notify the underlying issuers or obtain permission before registering unsponsored adrs with the securities and exchange commission sec there was a rush to bring them to market resulting in multiple unsponsored adrs sometimes being created for the same issuer the number of unsponsored adr issues surged after oct 10 2008 when the sec amended an exemption applicable to foreign issuers this exemption allowed them to have their securities traded through the u s otc market without the registration required under section 12 g of the sec act of 1934 sea this amendment eliminated the written application and paper submission requirements by providing an automatic exemption from section 12 g to foreign issuers that met certain conditions these conditions required the issuer to maintain a listing of its shares in its primary market outside the u s and publish electronically specified non u s disclosure documents in english unsponsored adrs vs sponsored adrsas mentioned above sponsored adrs have the full cooperation of the foreign company enabling them to tap into international capital markets directly although a sponsored adr would be listed in the united states the issuing company still has its revenue and profit denominated in its home currency there are three levels of sponsored adrs more than 2 000 adrs both sponsored and unsponsored traded in the united states in 2012 according to the sec example of an unsponsored adrmany large global corporations use unsponsored adrs to attract american capital for example american investors can invest in royal mail plc a postal and delivery service company from the united kingdom that was founded by henry viii the company s unsponsored adr trades otc under the ticker symbol roymy 