# kaal:claim:1765901-005

**Claim.** There is no substantive difference between a foreign issuer listing ADRs on a U.S. exchange and listing its ordinary shares there, so Section 10(b) coverage of foreign transactions should not turn on which arrangement the issuer chose.

**Type.** definitional  **Support.** argued

**Holds when.**

- foreign issuers accessing U.S. markets through ADRs

**Source quote.**

> It also makes little sense to argue that the result would be different, and Section 10(b) would apply to transactions in NAB's ordinary shares outside the United States, if NAB had listed its ordinary shares for trading on the NYSE instead of listing the ADRs.

**From.** Kaal and Painter, *The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche* (2011), II. Open Questions After Morrison; 1. Does Section 10(b) Apply to Dually Listed Securities?, page 5

**Cite as.** Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901

**Verify.** sha256 of source PDF `7b08b8a15f7d72b4eeed41be2d17c20428cb4727269077a6575c5d22e31ecdc5` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kaal%20and%20Painter%20-%202011%20-%20The%20Aftermath%20of%20Morrison%20v.%20National%20Australia%20Bank%20and%20Elliott%20Associates%20v.%20Porsche.pdf

**Topics.** institutional-design

**Keywords.** adrs, dual-listing, section-10b, form-over-substance

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