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Conflict of Laws Keyed to Brilmayer
Morrison v. National Australia Bank Ltd.
Citation:
561 U.S. 247 (2010)Facts
Defendant, National Australia Bank Limited (“National”), was the largest bank in Australia. Its common stock, or “Ordinary Stock,” was traded on the Australian Stock Exchange Limited and other foreign securities exchanges. National’s American Depositary Receipts (“ADRs”), which represented the right to receive a certain number of National’s common stock, were listed on the New York Stock Exchange. In February 1998, National bought Defendant, HomeSide Lending, Inc. (“HomeSide”), a mortgage-servicing company headquartered in Florida. From 1998 to 2001, National’s annual reports and other public documents stated that HomeSide was doing very well. On July 5, 2001, National announced that it was writing down the value of HomeSide’s assets by $450 million. On September 3, 2001, National added another $1.75 billion. As a result, the prices of National’s common stock and ADRs went down.
Plaintiffs, Russell Leslie Owen and Brian and Geraldine Silverlock, were Australians who purchased National’s common stock before the writedowns. They sued National, HomeSide, Cicutto, and three HomeSide executives in the U.S. District Court for the Southern District of New York for alleged violations of the Securities Exchange Act of 1934. Plaintiffs sought to represent a class of foreign purchasers of National’s common stock during a specified period up to the September writedown. Plaintiffs’ complaint asserted that HomeSide manipulated its financial models to make the rates of early repayment unrealistically low in order to cause the mortgage-servicing rights to appear more valuable. Defendants moved to dismiss for lack of subject-matter jurisdiction under Federal Rule of Civil Procedure 12(b)(1) and for failure to state a claim under Rule 12(b)(6). The District Court granted the motion, finding no jurisdiction because the acts in the U.S. were only a “link in the chain” of the alleged securities fraud scheme. The Court of Appeals for the Second Circuit affirmed on similar grounds. The U.S. Supreme Court granted certiorari.
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Topic Resources
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Jurisdiction of Courts