morrison
et
al
national
australia
bank
ltd
et
argued
march
decided
june
respondent
national
australia
bank
national
foreign
bank
whose
ordinary
shares
traded
exchange
country
purchased
respondent
homeside
lending
company
headquartered
florida
business
servicing
mortgages
seeing
collection
monthly
payments
etc
national
write
value
homeside
assets
causing
national
share
prices
fall
petitioners
australians
purchased
national
shares
sued
respondents
national
homeside
officers
companies
federal
district
violation
securities
exchange
act
sec
rule
claimed
homeside
officers
manipulated
financial
models
make
company
rights
appear
valuable
really
national
chief
executive
officer
aware
deception
respondents
moved
dismiss
lack
jurisdiction
federal
rule
civil
procedure
failure
state
claim
rule
district
granted
former
motion
finding
jurisdiction
domestic
acts
link
securities
fraud
concluded
abroad
second
circuit
affirmed
held
second
circuit
erred
considering
extraterritorial
reach
raise
question
jurisdiction
thus
allowing
dismissal
rule
conduct
reaches
merits
question
jurisdiction
refers
tribunal
power
hear
case
union
pacific
brotherhood
locomotive
engineers
trainmen
comm
adjustment
central
region
internal
quotation
marks
omitted
district
jurisdiction
adjudicate
question
however
unnecessary
remand
view
error
analysis
justifies
dismissal
rule
pp
section
provide
cause
action
foreign
plaintiffs
suing
foreign
american
defendants
misconduct
connection
securities
traded
foreign
exchanges
pp
longstanding
principle
american
law
legislation
congress
unless
contrary
intent
appears
meant
apply
within
territorial
jurisdiction
eeoc
arabian
american
oil
aramco
statute
gives
clear
indication
extraterritorial
application
none
nonetheless
second
circuit
believed
exchange
act
silence
extraterritorial
application
permitted
discern
whether
congress
wanted
statute
apply
disregard
presumption
extraterritoriality
occurred
many
decades
many
courts
appeals
produced
collection
tests
divining
congressional
intent
complex
formulation
unpredictable
application
results
demonstrate
wisdom
presumption
extraterritoriality
rather
guess
anew
case
applies
presumption
cases
preserving
stable
background
congress
legislate
predictable
effects
pp
rule
promulgated
extend
beyond
conduct
encompassed
prohibition
thus
extraterritorial
neither
rule
face
contains
nothing
suggest
applies
abroad
contrary
argument
petitioners
solicitor
general
general
reference
foreign
commerce
definition
interstate
commerce
see
defeat
presumption
extraterritoriality
aramco
supra
fleeting
reference
description
exchange
act
purposes
dissemination
quotation
abroad
prices
domestically
traded
securities
exchange
act
says
act
apply
person
insofar
transacts
business
securities
without
jurisdiction
unless
violation
regulations
promulgated
sec
prevent
evasion
act
odd
way
indicating
act
always
extraterritorial
application
commission
enabling
regulations
preventing
evasion
seem
directed
actions
abroad
might
conceal
domestic
violation
argument
petitioners
solicitor
general
also
fails
account
explicitly
provides
specific
extraterritorial
application
provision
quite
superfluous
rest
exchange
act
already
applied
transactions
foreign
exchanges
limitation
application
securities
domestic
issuers
inoperative
affirmative
indication
exchange
act
applies
extraterritorially
pp
domestic
activity
case
florida
homeside
executives
engaged
alleged
deceptive
conduct
misleading
public
statements
made
mean
petitioners
seek
domestic
application
act
rare
case
prohibited
extraterritorial
application
lacks
contact
territory
aramco
example
plaintiff
hired
houston
american
citizen
see
concluded
focus
congressional
concern
title
vii
civil
rights
act
neither
territorial
event
relationship
domestic
employment
applying
analysis
exchange
act
focus
place
deception
originated
purchases
sales
securities
section
applies
transactions
securities
listed
domestic
exchanges
domestic
transactions
securities
primacy
domestic
exchange
suggested
exchange
act
prologue
see
stat
fact
act
registration
requirements
apply
securities
listed
national
securities
exchanges
focus
also
strongly
confirmed
moreover
rejects
notion
exchange
act
reaches
conduct
country
affecting
exchanges
transactions
abroad
reason
aramco
rejected
overseas
application
title
vii
probability
incompatibility
countries
laws
obvious
congress
intended
foreign
application
addressed
subject
conflicts
foreign
laws
procedures
neither
government
petitioners
provide
textual
support
proposed
alternative
test
find
violation
fraud
involves
significant
material
conduct
pp
affirmed
scalia
delivered
opinion
roberts
kennedy
thomas
alito
joined
breyer
filed
opinion
concurring
part
concurring
judgment
stevens
filed
opinion
concurring
judgment
ginsburg
joined
sotomayor
took
part
consideration
decision
case
robert
morrison
et
petitioners
national
australia
bank
et
al
writ
certiorari
appeals
second
circuit
june
justice
scalia
delivered
opinion
decide
whether
securities
exchange
act
provides
cause
action
foreign
plaintiffs
suing
foreign
american
defendants
misconduct
connection
securities
traded
foreign
exchanges
respondent
national
australia
bank
limited
national
relevant
time
largest
bank
australia
ordinary
shares
america
called
common
stock
traded
australian
stock
exchange
limited
foreign
securities
exchanges
exchange
listed
new
york
stock
exchange
however
national
american
depositary
receipts
adrs
represent
right
receive
specified
number
national
ordinary
shares
complaint
alleges
following
facts
accept
true
february
national
bought
respondent
homeside
lending
mortgage
servicing
company
headquartered
florida
homeside
business
receive
fees
servicing
mortgages
essentially
administrative
tasks
associated
collecting
mortgage
payments
see
rosenberg
dictionary
banking
financial
services
ed
rights
receive
fees
rights
provide
valuable
income
stream
see
new
palgrave
dictionary
money
finance
newman
milgate
eatwell
eds
valuable
rights
depends
part
likelihood
mortgage
applies
fully
repaid
due
terminating
need
servicing
homeside
calculated
present
value
rights
using
valuation
models
designed
take
likelihood
account
recorded
value
assets
numbers
appeared
national
financial
statements
national
annual
reports
public
documents
touted
success
homeside
business
respondents
frank
cicutto
national
managing
director
chief
executive
officer
kevin
race
homeside
chief
operating
officer
hugh
harris
homeside
chief
executive
officer
public
statements
july
national
announced
writing
value
homeside
assets
million
september
another
billion
prices
ordinary
shares
adrs
slumped
downplaying
july
national
explained
september
result
failure
anticipate
lowering
prevailing
interest
rates
lower
interest
rates
lead
refinancings
early
repayments
mortgages
mistaken
assumptions
financial
models
loss
goodwill
according
complaint
however
homeside
race
harris
another
homeside
senior
executive
also
respondent
manipulated
homeside
financial
models
make
rates
early
repayment
unrealistically
low
order
cause
rights
appear
valuable
really
complaint
also
alleges
national
cicutto
aware
deception
july
nothing
relevant
petitioners
russell
leslie
owen
brian
geraldine
silverlock
australians
purchased
national
ordinary
shares
sued
national
homeside
cicutto
three
homeside
executives
district
southern
district
new
york
alleged
violations
securities
exchange
act
stat
sec
rule
cfr
promulgated
pursuant
sought
represent
class
foreign
purchasers
national
ordinary
shares
specified
period
september
respondents
moved
dismiss
lack
jurisdiction
federal
rule
civil
procedure
failure
state
claim
rule
district
granted
motion
former
ground
finding
jurisdiction
acts
country
link
chain
alleged
overall
securities
fraud
scheme
culminated
abroad
national
australia
bank
securities
litigation
civ
bsj
wl
sdny
appeals
second
circuit
affirmed
similar
grounds
acts
performed
compris
heart
alleged
fraud
granted
certiorari
ii
addressing
question
presented
must
correct
threshold
error
second
circuit
analysis
considered
extraterritorial
reach
raise
question
jurisdiction
wherefore
affirmed
district
dismissal
rule
see
regard
following
circuit
precedent
see
schoenbaum
firstbrook
modified
grounds
en
banc
second
circuit
hardly
alone
taking
position
see
cp
ships
securities
litigation
continental
grain
australia
pty
pacific
oilseeds
ask
conduct
reaches
ask
conduct
prohibits
merits
question
jurisdiction
contrast
refers
tribunal
power
hear
case
union
pacific
locomotive
engineers
trainmen
comm
adjustment
central
region
slip
quoting
arbaugh
turn
quoting
cotton
presents
issue
quite
separate
question
whether
allegations
plaintiff
makes
entitle
relief
see
bell
hood
district
jurisdiction
adjudicate
question
whether
applies
national
conduct
view
error
parties
dispute
petitioners
ask
us
remand
think
unnecessary
since
nothing
analysis
courts
turned
mistake
remand
require
new
rule
label
rule
conclusion
done
situations
like
see
romero
international
terminal
operating
proceed
address
whether
petitioners
allegations
state
claim
iii
longstanding
principle
american
law
legislation
congress
unless
contrary
intent
appears
meant
apply
within
territorial
jurisdiction
eeoc
arabian
american
oil
aramco
quoting
foley
filardo
principle
represents
canon
construction
presumption
statute
meaning
rather
limit
upon
congress
power
legislate
see
blackmer
rests
perception
congress
ordinarily
legislates
respect
domestic
foreign
matters
smith
thus
unless
affirmative
intention
congress
clearly
expressed
give
statute
extraterritorial
effect
must
presume
primarily
concerned
domestic
conditions
aramco
supra
internal
quotation
marks
omitted
canon
presumption
applies
regardless
whether
risk
conflict
american
statute
foreign
law
see
sale
haitian
centers
council
statute
gives
clear
indication
extraterritorial
application
none
despite
principle
interpretation
long
often
recited
opinions
second
circuit
believed
exchange
act
silent
extraterritorial
application
left
discern
whether
congress
wanted
statute
apply
see
internal
quotation
marks
omitted
disregard
presumption
extraterritoriality
originate
appeals
panel
case
repeated
many
decades
various
courts
appeals
determining
application
exchange
act
particular
fraudulent
schemes
involve
conduct
effects
abroad
produced
collection
tests
divining
congress
wanted
complex
formulation
unpredictable
application
district
courts
least
southern
district
new
york
consistently
concluded
reason
presumption
extraterritoriality
apply
stock
transactions
underlying
violation
occurred
abroad
see
schoenbaum
firstbrook
supp
citing
ferraoli
cantor
cch
fed
sec
sdny
kook
crang
supp
sdny
schoenbaum
involved
sale
canada
treasury
shares
canadian
corporation
whose
publicly
traded
shares
course
treasury
shares
listed
american
stock
exchange
toronto
stock
exchange
invoking
presumption
extraterritoriality
held
inapplicable
though
incorrectly
viewed
defect
jurisdictional
decision
schoenbaum
reversed
however
second
circuit
opinion
held
neither
usual
presumption
extraterritorial
application
legislation
specific
language
show
congressional
intent
preclude
application
exchange
act
transactions
regarding
stocks
traded
effected
outside
schoenbaum
sufficed
apply
although
transactions
treasury
shares
took
place
canada
affected
value
common
shares
publicly
traded
see
application
second
circuit
found
necessary
protect
american
investors
second
circuit
took
another
step
leasco
data
processing
equip
maxwell
involved
american
company
fraudulently
induced
buy
securities
england
unlike
schoenbaum
deceptive
conduct
occurred
corporation
whose
securities
traded
abroad
listed
domestic
exchange
leasco
said
presumption
extraterritoriality
apples
matters
prescriptive
jurisdiction
congress
prescriptive
jurisdiction
regulate
deceptive
conduct
country
language
act
read
cover
conduct
concluded
congress
thought
point
wanted
apply
schoenbaum
leasco
books
second
circuit
excised
presumption
extraterritoriality
jurisprudence
replaced
inquiry
whether
reasonable
hence
congress
wanted
apply
statute
given
situation
long
prescriptive
jurisdiction
regulate
second
circuit
explained
whether
apply
even
predominantly
foreign
transactions
became
matter
whether
thought
congress
wished
precious
resources
courts
law
enforcement
agencies
devoted
rather
leave
problem
foreign
countries
bersch
drexel
firestone
see
also
iit
vencap
second
circuit
thus
established
application
premised
upon
either
effect
american
securities
markets
investors
schoenbaum
significant
conduct
leasco
later
formalized
two
applications
effects
test
whether
wrongful
conduct
substantial
effect
upon
citizens
conduct
test
whether
wrongful
conduct
occurred
sec
berger
became
north
star
second
circuit
jurisprudence
pointing
way
congress
wished
indeed
second
circuit
declined
keep
two
tests
distinct
ground
admixture
combination
two
often
gives
better
picture
whether
sufficient
involvement
justify
exercise
jurisdiction
american
itoba
lep
group
plc
second
circuit
never
put
forward
textual
even
extratextual
basis
tests
early
bersch
confessed
asked
point
language
statutes
even
legislative
history
compelled
conclusions
unable
respond
developed
tests
easy
administer
conduct
test
held
apply
differently
depending
whether
harmed
investors
americans
foreigners
alleged
damages
consisted
losses
american
investors
abroad
enough
acts
material
importance
performed
significantly
contributed
result
whereas
acts
must
directly
caused
result
losses
foreigners
abroad
issue
see
bersch
merely
preparatory
activities
suffice
trigger
application
securities
laws
injury
foreigners
located
abroad
required
distinguish
mere
preparation
using
base
fraudulent
activities
countries
vencap
supra
merely
satisfying
conduct
test
sometimes
insufficient
without
additional
factor
tipping
favor
application
american
law
interbrew
edperbrascan
supp
sdny
quoting
europe
overseas
commodity
traders
banque
paribas
london
district
courts
noted
difficulty
applying
vague
formulations
see
alstom
sa
supp
sdny
damning
indictment
conduct
effects
tests
second
circuit
declaration
presence
absence
single
factor
considered
significant
cases
necessarily
dispositive
future
cases
iit
cornfeld
internal
quotation
marks
omitted
circuits
embraced
second
circuit
approach
though
precise
application
like
second
circuit
described
decisions
regarding
extraterritorial
application
essentially
resolving
matters
policy
see
sec
kasser
continental
grain
grunenthal
gmbh
hotz
kauthar
sdn
bhd
sternberg
applying
fundamental
methodology
balancing
interests
arriving
seemed
best
policy
produced
proliferation
vaguely
related
variations
conduct
effects
tests
described
leading
seventh
circuit
opinion
although
circuits
seem
agree
transnational
situations
antifraud
provisions
securities
laws
applicable
agreement
appears
end
point
see
also
describing
approaches
various
circuits
adopting
yet
another
variation
least
one
appeals
criticized
line
cases
interpretive
assumption
underlies
zoelsch
arthur
andersen
bork
district
columbia
circuit
observed
rather
courts
divining
wished
addressed
problem
natural
inquiry
might
jurisdiction
congress
fact
thought
conferred
although
tempted
apply
presumption
extraterritoriality
done
see
deferred
second
circuit
preeminence
field
securities
law
see
also
robinson
west
communications
expressing
agreement
zoelsch
criticism
emphasis
policy
considerations
cases
commentators
criticized
unpredictable
inconsistent
application
transnational
cases
see
choi
silberman
transnational
litigation
global
securities
lawsuits
rev
chang
multinational
enforcement
securities
laws
need
clear
restrained
scope
extraterritorial
jurisdiction
fordham
fin
langevoort
schoenbaum
revisited
limiting
scope
antifraud
protection
internationalized
securities
marketplace
law
contemp
probs
challenged
premise
underlying
courts
appeals
approach
namely
congress
consider
extraterritorial
application
thereby
leaving
open
courts
supposedly
determine
congress
wanted
see
sachs
international
reach
rule
myth
congressional
silence
colum
arguing
congress
considered
rejected
applying
exchange
act
transactions
abroad
others
fundamentally
noted
using
congressional
silence
justification
rules
violates
traditional
principle
silence
means
extraterritorial
application
see
note
let
fraud
abroad
proposal
new
jurisprudence
regard
extraterritorial
application
provisions
securities
acts
law
bus
criticisms
seem
us
justified
results
divining
congress
wanted
thought
situation
demonstrate
wisdom
presumption
extraterritoriality
rather
guess
anew
case
apply
presumption
cases
preserving
stable
background
congress
legislate
predictable
rule
regulation
petitioners
brought
promulgated
extend
beyond
conduct
encompassed
prohibition
therefore
extraterritorial
neither
rule
face
contains
nothing
suggest
applies
abroad
shall
unlawful
person
directly
indirectly
use
means
instrumentality
interstate
commerce
mails
facility
national
securities
exchange
use
employ
connection
purchase
sale
security
registered
national
securities
exchange
security
registered
manipulative
deceptive
device
contrivance
contravention
rules
regulations
securities
exchange
commission
may
prescribe
petitioners
solicitor
general
contend
however
three
things
indicate
exchange
act
general
least
extraterritorial
application
first
point
definition
interstate
commerce
term
used
includes
trade
commerce
transportation
communication
foreign
country
state
repeatedly
held
even
statutes
contain
broad
language
definitions
expressly
refer
commerce
apply
abroad
aramco
see
discussing
cases
general
reference
foreign
commerce
definition
interstate
commerce
defeat
presumption
petitioners
solicitor
general
next
point
congress
describing
purposes
exchange
act
observed
prices
established
offered
transactions
generally
disseminated
quoted
throughout
foreign
countries
antecedent
transactions
however
found
first
sentence
section
declares
transactions
securities
commonly
conducted
upon
securities
exchanges
markets
affected
national
public
interest
nothing
suggests
national
public
interest
pertains
transactions
conducted
upon
foreign
exchanges
markets
fleeting
reference
dissemination
quotation
abroad
prices
securities
traded
domestic
exchanges
markets
overcome
presumption
extraterritoriality
finally
exchange
act
mention
act
extraterritorial
application
provisions
exchange
act
rule
regulation
thereunder
shall
apply
person
insofar
transacts
business
securities
without
jurisdiction
unless
violation
regulations
promulgated
securities
exchange
commission
prevent
evasion
act
parties
pointed
us
regulation
promulgated
pursuant
solicitor
general
argues
exemption
function
act
apply
first
instance
securities
transactions
occur
abroad
brief
amicus
curiae
convinced
first
place
odd
congress
indicate
extraterritorial
application
whole
exchange
act
means
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brief
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al
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within
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within
environmental
defense
fund
massey
cadc
accord
restatement
second
foreign
relations
law
cf
small
thomas
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scalia
kennedy
dissenting
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support
rule
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reaching
conduct
within
borders
continental
ore
union
carbide
carbon
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extraterritoriality
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ince
activities
defendants
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upon
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trade
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fraud
america
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american
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shares
company
listed
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exchange
company
major
american
subsidiary
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based
new
york
city
new
york
city
executives
masterminded
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price
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executives
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convince
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withdrawing
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cases
substantial
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substantial
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markets
citizens
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judgment
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allegations
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shareholders
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judgment
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soil
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stoneridge
stevens
dissenting
footnotes
robert
morrison
american
investor
national
adrs
also
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suit
claims
dismissed
district
failed
allege
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national
australia
bank
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civ
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person
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post
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trade
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country
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securities
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notes
congress
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title
vii
statute
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aramco
post
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discussed
brief
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curiae
solicitor
general
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cites
without
description
number
antitrust
cases
support
proposition
domestic
conduct
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apply
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continental
ore
union
carbide
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pacific
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ore
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holding
american
banana
fruit
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laws
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kirkpatrick
environmental
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cases
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lanham
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arabian
american
oil
quoting
footnotes
see
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inv
trust
cornfeld
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vencap
bersch
drexel
firestone
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data
processing
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rev
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schoenbaum
firstbrook
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rehearing
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stat
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see
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ins
california
declining
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sherman
act
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opinion
rehnquist
considering
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stating
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president
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dodge
understanding
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berkeley
explaining
lower
courts
unanimous
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clear
statement
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microsoft
ante
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articulation
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microsoft
innocuously
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stated
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laws
quoting
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dodge
berkeley
regardless
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frames
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ultimately
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congress
want
laws
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stating
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quoted
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bought
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regulation
foreign
parties
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emphasis
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schoenbaum
reviewing
statutory
text
legislative
history
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textual
references
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ante
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foreign
plaintiffs
suing
foreign
issuer
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violations
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securities
laws
based
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foreign
countries
fail
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recognition
exchange
act
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american
investors
novelty
lawsuits
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might
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private
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threat
international
comity
cf
empagran
rivate
plaintiffs
often
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degree
consideration
foreign
governmental
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exercised
quoting
griffin
extraterritoriality
eu
antitrust
enforcement
antitrust
alteration
original