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    Securities Regulation Keyed to Coffee

    Itoba Ltd. V. LEP Group PLC

    Facts

    A London-based holding company, Lep Group PLC, had fifty subsidiaries in thirty countries. Lep deposited 136 million shares in an American depository, in order to establish a market for its shares in the United States, which issued a receipt for the shares. Seeing as the shares traded on the National Association of Securities Dealers Automated Quotation System (NASDAQ), Lep was subject to disclosure and reporting requirements of United States securities law. Canadian Pacific and a Bermuda-based holding company, ADT concurred to investigate a potential joint acquisition of Lep. An assessment of Lep’s business operations was conducted by both companies. Canadian Pacific withdrew from the joint venture after learning of the investigations. Through one of ADT’s offshore companies, Itoba Limited, it decided to obtain Lep. The plan was approved by Itoba’s board of directors and soon after Itoba bought over 37 million shares of Lep. Lep’s recent information disclosure decreased the value of its stock by 97% and so Itoba’s holdings value also dramatically decreased. Based on a violation of the Securities Exchange Act of 1934 §§ 10(b) and 20, and Rule 10-b5, Itoba filed suit against Lep in the District of Connecticut. With Lepmoving to dismiss based on lack of subject matter jurisdiction and the district court dismissed. Itoba appealed.

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    Itoba Ltd. V. LEP Group PLC