Firm Memoranda

Second Circuit: Federal Securities Laws Inapplicable to Cross-Listed Securities Purchased on Foreign Exchanges

Date: 05/08/14

In City of Pontiac Policemen’s and Firemen’s Retirement System v. UBS AG, the United States Court of Appeals for the Second Circuit considered "as a matter of first impression, whether the bar on extraterritorial application of the United States securities laws, as set forth in Morrison v. National Australia Bank Ltd., 561 U.S. 247 (2010), precludes claims arising out of foreign-issued securities purchased on foreign exchanges, but crosslisted on a domestic exchange." The court concluded that it does: both to domestic and foreign investorplaintiffs. In addition, the court held that the plaintiffs had failed to adequately plead actionable misstatements.

CGR Memo - Second Circuit - Federal Securities Laws Inapplicable to Cross-Listed Securities Purchased on Foreign Exchanges (3).pdf (pdf | 146.01 KB )