FrontPoint Asian Event Driven Fund, Ltd. et al v. Citibank, N.A. et al

MEMORANDUM OF LAW in Support re: 238 MOTION to Dismiss the Corrected Second Amended Class Action Complaint. . Document

S.D.N.Y.October 18, 2017

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK FRONTPOINT ASIAN EVENT DRIVEN FUND, L.P., AND SONTERRA CAPITAL MASTER FUND, LTD., on behalf of themselves and all others similarly situated, Plaintiffs, - against - CITIBANK, N.A., CITIGROUP INC., BANK OF AMERICA CORPORATION, BANK OF AMERICA, N.A., JPMORGAN CHASE & CO., JPMORGAN CHASE BANK, N.A., THE ROYAL BANK OF SCOTLAND PLC, THE ROYAL BANK OF SCOTLAND GROUP PLC, RBS SECURITIES JAPAN LIMITED, UBS AG, UBS SECURITIES JAPAN CO. LTD., ING GROEP N.V., ING BANK N.V., ING CAPITAL MARKETS LLC, BNP PARIBAS, S.A., BNP PARIBAS NORTH AMERICA, INC., BNP PARIBAS SECURITIES CORP., BNP PARIBAS PRIME BROKERAGE, INC., OVERSEA-CHINESE BANKING CORPORATION LTD., BARCLAYS PLC, BARCLAYS BANK PLC, BARCLAYS CAPITAL INC., DEUTSCHE BANK AG, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT AGRICOLE S.A., CREDIT SUISSE GROUP AG, CREDIT SUISSE AG, CREDIT SUISSE INTERNATIONAL, STANDARD CHARTERED BANK, STANDARD CHARTERED PLC, DBS BANK LTD., DBS GROUP HOLDINGS LTD., DBS VICKERS SECURITIES (USA) INC., UNITED OVERSEAS BANK LIMITED, UOB GLOBAL CAPITAL, LLC, AUSTRALIA AND NEW ZEALAND BANKING GROUP, LTD., ANZ SECURITIES, INC., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, HSBC BANK USA, N.A., HSBC HOLDINGS PLC, HSBC NORTH AMERICA HOLDINGS INC., HSBC USA INC., MACQUARIE BANK LTD., MACQUARIE GROUP LTD., COMMERZBANK AG, AND JOHN DOE NOS. 1-50, Defendants. Docket No. 16-cv-05263 (AKH) JOINT MEMORANDUM OF LAW IN SUPPORT OF FOREIGN DEFENDANTS’ MOTION TO DISMISS ALL CLAIMS FOR LACK OF PERSONAL JURISDICTION AND VENUE . ORAL ARGUMENT REQUESTED Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 1 of 58 i TABLE OF CONTENTS Page(s) TABLE OF CONTENTS ................................................................................................................. i TABLE OF AUTHORITIES ......................................................................................................... iii PRELIMINARY STATEMENT .................................................................................................... 1 BACKGROUND ............................................................................................................................ 5 ARGUMENT .................................................................................................................................. 6 I. Foreign Defendants Are Not Subject to Specific Jurisdiction. ........................................... 8 A. The SAC Still Fails to Allege that Any Suit-Related Conduct Occurred in New York or the United States. .................................................................................................... 10 B. The SAC Fails to Allege that Foreign Defendants Traded SIBOR- and SOR-Based Instruments in New York or the United States. .......................................................... 11 C. Even if Foreign Defendants Transacted in SIBOR- and SOR-Based Instruments in the Forum, Nothing in the SAC Connects Those Activities to Foreign Defendants’ Alleged Overseas Misconduct. ................................................................................... 14 1. Plaintiffs’ Regulatory Settlement Allegations Are Insufficient. ........................... 15 2. Plaintiffs’ Allegations Concerning Foreign Defendants’ Trading Operations Are Insufficient. ........................................................................................................... 16 3. Plaintiffs’ Allegations Concerning Foreign Defendants’ Marketing Programs Are Insufficient. ........................................................................................................... 19 4. Plaintiffs’ Allegations Concerning the Use of the U.S. Banking System Are Insufficient. ........................................................................................................... 21 5. Plaintiffs’ Allegations Concerning the Transmission of SIBOR and SOR by Thomson Reuters Are Insufficient. ....................................................................... 21 D. Plaintiffs Fail to Adequately Allege that Any Alleged Misconduct was Purposefully Directed at New York or the United States. ............................................................... 22 II. Plaintiffs’ Conspiracy Allegations Are Insufficient to Establish Jurisdiction over Foreign Defendants. ....................................................................................................................... 24 A. Plaintiffs Cannot Impute an Alleged Co-Conspirator’s Tortious In-Forum Contacts to Any Foreign Defendant Because Plaintiffs Do Not Allege That Those Contacts Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 2 of 58 ii Occurred as Part of a Traditional Agency Relationship between the Foreign Defendant and the Alleged In-Forum Co-Conspirator. .............................................. 25 B. Plaintiffs’ Conspiracy Allegations Are Deficient under the Applicable Jurisdictional Rules and Statutes. ...................................................................................................... 26 1. Plaintiffs’ Conspiracy Allegations Are Insufficient Under the New York Long- Arm Statute. .......................................................................................................... 26 2. Plaintiffs Cannot Establish Conspiracy Jurisdiction under FRCP 4(k)(2) or 4(k)(1)(C). ............................................................................................................. 27 III. Foreign Defendants Did Not Consent to Jurisdiction. ...................................................... 28 A. Barclays Bank PLC, The Royal Bank of Scotland plc, and UBS AG Did Not Consent to Jurisdiction in New York by Registering in Pennsylvania. .................................... 29 B. The Royal Bank of Scotland plc and UBS AG Did Not Consent to Personal Jurisdiction in the United States by Registering in Connecticut................................. 31 IV. Deutsche Bank AG Did Not Consent to Personal Jurisdiction through Its ISDA Agreement with FrontPoint............................................................................................... 31 V. Federal Statutes Providing for Nationwide Service of Process Do Not Establish Personal Jurisdiction. ....................................................................................................................... 34 A. Due Process Precludes a Nationwide Contacts Approach. ......................................... 35 B. A Nationwide Contacts Approach Cannot Save Plaintiffs’ State Law Claims Because Personal Jurisdiction Is Examined on a Claim-by-Claim Basis. ................................ 38 VI. Because There Is No Venue, There Cannot Be Personal Jurisdiction under the Clayton Act over Foreign Defendants Who Are Not Found and Do Not Transact Substantial Business in This District. .................................................................................................. 38 VII. Considerations of Fair Play, Substantial Justice, and International Comity Support Dismissal. .......................................................................................................................... 39 VIII. Jurisdictional Discovery Is Inappropriate. ........................................................................ 41 IX. The Complaint Should Be Dismissed without Leave to Amend and with Prejudice. ...... 42 CONCLUSION ............................................................................................................................. 43 Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 3 of 58 iii TABLE OF AUTHORITIES Page(s) Cases 7 W. 57th St. Realty Co., LLC v. Citigroup, Inc., 2015 WL 1514539 (S.D.N.Y. Mar. 31, 2015) ................................................................. passim In re Aluminum Warehousing Antitrust Litig., 2015 WL 6472656 (S.D.N.Y. Oct. 23, 2015) ....................................................................8, 27n In re Aluminum Warehousing Antitrust Litig., 90 F. Supp. 3d 219 (S.D.N.Y. 2015)............................................................................26, 27, 42 AM Tr. v. UBS AG, 78 F. Supp. 3d 977 (N.D. Cal. 2015) .....................................................................................17n Arma v. Buyseasons, Inc., 591 F. Supp. 2d 637 (S.D.N.Y. 2008)......................................................................................34 Arnold v. Goldstar Fin. Sys., Inc., 2002 WL 1941546 (N.D. Ill. Aug. 22, 2002) ........................................................................34n Asahi Metal Indus. Co. v. Superior Ct., 480 U.S. 102 (1987) .................................................................................................35n, 36n, 40 AstraZeneca AB v. Mylan Pharms., Inc., 72 F. Supp. 3d 549 (D. Del. 2014) .........................................................................................30n In re Auto. Parts Antitrust Litig., 2015 WL 4508938 (E.D. Mich. July 24, 2015) .....................................................................26n AVRA Surgical Robotics, Inc. v. Gombert, 41 F. Supp. 3d 350 (S.D.N.Y. 2014).................................................................................. 33-34 Bankers Life & Cas. Co. v. Holland, 346 U.S. 379 (1953) .........................................................................................................26n, 28 Beach v. Citigroup Alt. Invs. LLC, 2014 WL 904650 (S.D.N.Y. Mar. 7, 2014) ...........................................................................17n Bertha Bldg. Corp. v. Nat’l Theatres Corp., 248 F.2d 833 (2d Cir. 1957)...............................................................................................25, 28 Bors v. Johnson & Johnson, 2016 WL 5172816 (E.D. Pa. Sept. 20, 2016) ........................................................................30n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 4 of 58 iv Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco Cty., 137 S. Ct. 1773 (2017) ..................................................................................................... passim Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d Cir. 2016)............................................................................................. passim Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1981) .................................................................................................................36 Calder v. Jones, 465 U.S. 783 (1984) .................................................................................................................23 Carpenter v. Republic of Chile, 2011 WL 2490947 (E.D.N.Y. June 22, 2011) .........................................................................42 Chew v. Dietrich, 143 F.3d 24 (2d Cir. 1998)...............................................................................................30n, 33 Daimler AG v. Bauman, 134 S. Ct. 746 (2014) ....................................................................................................... passim Dale v. Banque SCS All. S.A., 2004 WL 2389894 (S.D.N.Y. Oct. 22, 2004) ................................................................34n, 38n Daniel v. Am. Bd. of Emergency Med., 428 F.3d 408 (2d Cir. 2005)................................................................................. 28, 37n, 38-39 Davis v. A & J Elec., 792 F.2d 74 (7th Cir. 1986) ...................................................................................................27n Davis v. Farmers’ Co-op. Equity Co., 262 U.S. 312 (1923) ...............................................................................................................30n In re Dental Supplies Antitrust Litig., 2017 WL 4217115 (E.D.N.Y. Sept. 20, 2017) ........................................................................25 Energy Brands Inc. v. Spiritual Brands, Inc., 571 F. Supp. 2d 458 (S.D.N.Y. 2008)....................................................................................13n Expoconsul Int’l, Inc. v. A/E Sys., Inc., 711 F. Supp. 730 (S.D.N.Y. 1989) ........................................................................................39n First Capital Asset Mgmt., Inc. v. Brickellbush, Inc., 218 F. Supp. 2d 369 (S.D.N.Y. 2002)....................................................................................38n In re Foreign Exchange Benchmark Rates Antitrust Litig., 2016 WL 1268267 (Mar. 31, 2016) .......................................................................................34n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 5 of 58 v FrontPoint Asian Event Driven Fund, L.P. v. Citibank, N.A, 2017 WL 3600425 (S.D.N.Y. Aug. 18, 2017) ................................................................. passim Gates v. Wilkinson, 2003 WL 21297296 (S.D.N.Y. June 4, 2003) .........................................................................39 Greene v. Mizuho Bank, Ltd., 169 F. Supp. 3d 855 (N.D. Ill. Mar. 14, 2016) ......................................................................17n Grove Press, Inc. v. Angleton, 649 F.2d 121 (2d Cir. 1981).....................................................................................................26 Gucci Am., Inc. v. Weixing Li, 768 F.3d 122 (2d Cir. 2014)................................................................................... 30, 35, 39-40 Hanna v. Blanchette, 2014 WL 4185816 (S.D. Tex. Aug. 21, 2014) ......................................................................26n Hau Yin To v. HSBC Holdings PLC, 2017 WL 816136 (S.D.N.Y. Mar. 1, 2017) .............................................................................21 Heinfling v. Colapinto, 946 F. Supp. 260 (S.D.N.Y. 1996) ..........................................................................................26 Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (1984) .................................................................................................................25 Indosuez Int’l Fin. B.V. v. Nat’l Reserve Bank, 98 N.Y.2d 238 (2002) ........................................................................................................ 32-33 Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945) ...............................................................................................................36n Keeton v. Hustler Magazine, Inc., 465 U.S. 770 (1984) ...................................................................................................................6 Koehler v. Bank of Bermuda Ltd., 101 F.3d 863 (2d Cir. 1996).....................................................................................................41 Koontz v. St. Johns River Water Mgmt. Dist., 133 S. Ct. 2586 (2013) .............................................................................................................30 In re Korean Air Lines Disaster of Sept. 1, 1983, 829 F.2d 1171 (D.C. Cir. 1987) .............................................................................................30n L.H. Carbide Corp. v. Piece Maker Co., 852 F. Supp. 1425 (N.D. Ind. 1994) ......................................................................................27n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 6 of 58 vi Laydon v. Bank of Tokyo-Mitsubishi UFJ, Ltd., 2017 WL 1113080 (S.D.N.Y. Mar. 10, 2017) .....................................................................4, 8n Laydon v. Mizuho Bank, Ltd., 2015 WL 1515358 (S.D.N.Y. Mar. 31, 2015) ................................................................. passim Leasco Data Processing Equip. Corp. v. Maxwell, 468 F.2d 1326 (2d Cir. 1972)...................................................................................................25 Legal Servs. Corp. v. Velazquez, 531 U.S. 533 (2001) ........................................................................................................... 30-31 Lehigh Valley Indus., Inc. v. Lehigh Colonial Corp., 527 F.2d 87 (2d Cir. 1975).....................................................................................................27n In re LIBOR-Based Fin. Instruments Antitrust Litig., 2015 WL 6243526 (S.D.N.Y. Oct. 20, 2015) .................................................................. passim In re LIBOR-Based Fin. Instruments Antitrust Litig., 2016 WL 7378980 (S.D.N.Y. Dec. 20, 2016) ...........................................................16n, 24, 34 In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11-md-2262 (NRB) (S.D.N.Y. Dec. 23, 2015) .................................................................42 Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50 (2d Cir. 2012)...............................................................................................27n, 40 Lowe v. Housing Works, Inc., 2013 WL 2248757 (S.D.N.Y. May 15, 2013) .........................................................................39 Martin v. Eide Bailly LLP, 2016 WL 4496570 (S.D. Ind. Aug. 26, 2016) .........................................................................24 Menowitz v. Brown, 991 F.2d 36 (2d Cir. 1993).....................................................................................................30n Metro. Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560 (2d Cir. 1996).......................................................................................................41 Motorola Credit Corp. v. Uzan, 132 F. Supp. 3d 518 (S.D.N.Y. 2015)......................................................................................30 In re N. Sea Brent Crude Oil Futures Litig., 2017 WL 2535731 (S.D.N.Y. June 8, 2017) .........................................................................26n In re New Motor Vehicles Canadian Export Antitrust Litig., 307 F. Supp. 2d 145 (D. Me. 2004) .......................................................................................27n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 7 of 58 vii In re Oil Spill by Amoco Cadiz, 954 F.2d 1279 (7th Cir. 1992) .................................................................................................36 Omni Capital Int’l, Ltd. v. Rudolf Wolff & Co., 484 U.S. 97 (1987) .................................................................................................................35n ONY, Inc. v. Cornerstone Therapeutics, Inc., 720 F.3d 490 (2d Cir. 2013)...................................................................................................35n Penguin Grp. (USA) Inc. v. Am. Buddha, 609 F.3d 30 (2d Cir. 2010).....................................................................................................6, 8 Pennoyer v. Neff, 95 U.S. 714 (1877) .................................................................................................................36n Pincione v. D’Alfonso, 506 F. App’x 22 (2d Cir. 2012) ...............................................................................................39 In re Platinum & Palladium Antitrust Litig., 2017 WL 1169626 (S.D.N.Y. Mar. 28, 2017) ................................................................. passim Republic of Panama v. BCCI Holdings (Luxembourg) S.A., 119 F.3d 935 (11th Cir. 1997) .................................................................................................37 In re Roman Catholic Diocese of Albany, New York, Inc., 745 F.3d 30 (2d Cir. 2014).........................................................................................................7 Rush v. Savchuk, 444 U.S. 320 (1980) ...................................................................................................................7 SEC v. Softpoint, Inc., 2001 WL 43611 (S.D.N.Y. Jan. 18, 2001) ..............................................................................36 Sonterra Capital Master Fund Ltd. v. Credit Suisse Group AG, 2017 WL 4250480 (S.D.N.Y. Sept. 25, 2017) ........................................................... 8n-9n, 15n Spivak v. Law Firm of Tripp Scott, P.A., 2015 WL 1084856 (N.D. Ohio Mar. 10, 2015) .....................................................................26n Sullivan v. Barclays PLC, 2017 WL 685570 (S.D.N.Y. Feb. 21, 2017) .................................................................... passim Sunward Elec., Inc. v. McDonald, 362 F.3d 17 (2d Cir. 2004).......................................................................................................38 In re Syngenta AG MIR 162 Corn Litig., 2016 WL 2866166 (D. Kan. May 17, 2016) ..........................................................................30n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 8 of 58 viii In re Terrorist Attacks on Sept. 11, 2001, 349 F. Supp. 2d 765 (S.D.N.Y. 2005)..............................................................................26, 27n In re Terrorist Attacks on Sept. 11, 2001, 714 F.3d 659 (2d Cir. 2013)...................................................................................................6, 8 Tymoshenko v. Firtash, 2013 WL 1234943 (S.D.N.Y. Mar. 27, 2013) .......................................................................27n Walden v. Fiore, 134 S. Ct. 1115 (2014) ...................................................................................................7, 25, 37 Waldman v. Palestine Liberation Org., 835 F.3d 317 (2d Cir. 2016).....................................................................................7, 19, 23, 37 World Skating Fed’n v. Int’l Skating Union, 357 F. Supp. 2d 661 (S.D.N.Y. 2005)....................................................................................27n Rules Federal Rules of Civil Procedure 4(k)(1)(C) .........................................................................28, 28n Federal Rules of Civil Procedure 4(k)(2)...............................................................................27, 28n Federal Rules of Civil Procedure 4(k)(2)(A) ...............................................................................28n Federal Rules of Civil Procedure 12(b)(2).................................................................................1, 43 Federal Rules of Civil Procedure 12(b)(3).................................................................................1, 43 Statutes 15 U.S.C. § 22 (Clayton Act) ................................................................................................. passim 18 U.S.C. § 1965(a) (RICO Act) ........................................................................................... passim Conn. Gen. Stat. § 33-920 ...................................................................................................................................31 § 36a-428g ...............................................................................................................................31 § 36a-428g(c) ...........................................................................................................................31 New York Banking Law § 200 ......................................................................................................28 15 Pa. Stat. and Cons. Stat. Ann. § 4124 .......................................................................................29 42 Pa. Stat. and Cons. Stat. Ann. § 5301 .....................................................................................30n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 9 of 58 ix Treatises 4A Charles Alan Wright et al., FEDERAL PRACTICE AND PROCEDURE § 1069.7 (4th ed. 2015) ..38n Peter Hay et al., CONFLICT OF LAWS § 10.2 (5th ed. 2010) .........................................................35n Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 10 of 58 - 1 - Foreign Defendants 1 respectfully submit this joint memorandum of law in support of their motion to dismiss the Corrected Second Amended Complaint (“SAC”) for lack of personal juris- diction and venue under Federal Rules of Civil Procedure 12(b)(2) and 12(b)(3). PRELIMINARY STATEMENT In FrontPoint Asian Event Driven Fund, L.P. v. Citibank, N.A, 2017 WL 3600425 (S.D.N.Y. Aug. 18, 2017) (“SIBOR I”), this Court dismissed Plaintiffs’ First Amended Com- plaint (“FAC”) for lack of personal jurisdiction as to each Foreign Defendant and as to all claims. While the Court expressed skepticism that Plaintiffs could overcome the problems with the FAC’s jurisdictional allegations, see Transcript of Apr. 27, 2017 Proceedings (Dkt. No. 213) (“Tr.”) at 21:11-14 (“Maybe your lawsuit should be brought in Singapore. But unless you im- prove it with some very good allegations, you’re not going to be able to do it in New York.”), the Court allowed Plaintiffs to attempt to cure these legal deficiencies in an amended pleading. But rather than improving it with the necessary “very good allegations,” the Plaintiffs name the same parties, rely on the same theories of personal jurisdiction, and include substantial- ly similar jurisdictional allegations, thereby failing to correct any of the jurisdictional deficien- cies identified in SIBOR I. Each of the following holdings of this Court regarding the FAC ap- plies equally to the allegations of the SAC:  Foreign Defendants did not consent to jurisdiction by registering to do business in New York. SIBOR I, 2017 WL 3600425, at *3-5. 1 Foreign Defendants are: Australia and New Zealand Banking Group, Ltd.; Barclays PLC; Barclays Bank PLC; BNP Paribas; Commerzbank AG; Crédit Agricole Corporate and Investment Bank; Crédit Agricole S.A.; Credit Suisse Group AG; Credit Suisse AG; Credit Suisse International; DBS Bank Ltd.; DBS Group Holdings Ltd; Deutsche Bank AG; HSBC Holdings plc; ING Groep N.V.; ING Bank N.V.; Macquarie Bank Ltd.; Macquarie Group Ltd.; The Royal Bank of Scotland plc; The Royal Bank of Scotland Group plc; RBS Securities Japan Lim- ited; Standard Chartered Bank; Standard Chartered PLC; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; The Hongkong and Shanghai Banking Corporation Limited; Oversea-Chinese Banking Corporation Ltd.; UBS AG; UBS Securities Japan Co. Ltd.; and United Overseas Bank Limited. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 11 of 58 - 2 -  The Complaint contains “no plausible allegations that any conduct related to the [alleged] conspiracy to manipulate SIBOR and SOR[2] occurred within the Unit- ed States.” Id. at *5.  Plaintiffs’ “conclusory allegations” that Foreign Defendants “entered into ‘ma- nipulative’ or ‘collusive’ transactions involving SIBOR- and SOR-based deriva- tives with counterparties in the United States” are “not sufficient to make these transactions ‘suit-related.’ Plaintiffs fail to allege which defendants entered into which derivative contracts, how these trades were collusive, or how they related to the alleged fixing of the SIBOR and SOR rates.” Id. at *6.  “[E]ven if plaintiffs had adequately alleged that [the alleged] derivative trading was ‘suit-related,’ plaintiffs have failed to allege that the Foreign Defendants ac- tually engaged in such trading. Plaintiffs do not identify any specific trades or contracts that are alleged to have been collusive, nor do they identify which For- eign Defendants were party to such transactions.” Id. o Plaintiffs’ reliance on certain Foreign Defendants’ participation in the Federal Reserve Bank of New York survey to tie the alleged misconduct to the forum is legally “insufficient” because “the surveys make no spe- cific mention of SIBOR- or SOR-based derivatives; they merely concern the swaps and derivatives market generally. Nor do the surveys identify the specific corporate entities that participated.” Id. o To sufficiently allege jurisdiction, “Plaintiffs must do more than infer that the Foreign Defendants likely were participants in the U.S. deriva- tives market. They must allege specific facts that plausibly suggest that the Foreign Defendants entered into SIBOR- and SOR-based transactions with counterparties based in the United States, and that those transactions had a nexus to the benchmark interest rate manipulation at issue in this lawsuit.” Id. at *7.  Plaintiffs’ allegations that “certain Foreign Defendants have offered SIBOR- and SOR-based derivatives using the Bloomberg Terminal cannot serve as a basis for jurisdiction.” Id. at *6 n.3.  Plaintiffs’ allegations about purposeful direction due to alleged submission of false interest rates to Thomson Reuters with knowledge that Thomson Reuters would publish those rates throughout the United States are insufficient to confer jurisdiction. See id. at *7.  Plaintiffs’ purposeful direction theory of jurisdiction fails because “[t]he conse- 2 SIBOR and SOR refer to three different benchmarks: U.S. Dollar Singapore Interbank Offered Rate (“USD SIBOR”), Singapore Dollar Singapore Interbank Offered Rate (“SGD SIBOR”) (together, “SIBOR”) and Singapore Swap Offer Rate (“SOR”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 12 of 58 - 3 - quences of the Foreign Defendants’ conduct were global, and the FAC contains no allegations that the Foreign Defendants singled out the United States as their target.” Id.  “Plaintiffs have failed to allege facts sufficient to support their conspiracy juris- diction theory. Even assuming that plaintiffs have plausibly alleged the exist- ence of a conspiracy, they have not alleged that any defendant-including those who do not contest jurisdiction-committed any act in furtherance of the con- spiracy from within the United States or purposefully directed its misconduct at the United States.” Id. at *8. The SAC contains nothing that warrants any different analysis or result than in SIBOR I. First, Plaintiffs do not plausibly allege any instances of manipulation of SIBOR or SOR (or SIBOR- or SOR-based products) from within the United States. Second, Plaintiffs fail to plausi- bly allege that any transactions in the United States - that are alleged to be almost exclusively between certain Foreign Defendants and third parties, not Plaintiffs - had a nexus to the alleged manipulation upon which their claims are based. Third, Plaintiffs do not allege that Foreign De- fendants specifically directed their alleged manipulation of the three benchmarks at SIBOR- or SOR-based products traded in the United States. At bottom, Plaintiffs once again seek to compel Foreign Defendants to litigate in New York based on general allegations - which do not differ- entiate among the various Foreign Defendants - that it was “foreseeable” that their alleged con- duct abroad could impact the United States. However, as this Court held in SIBOR I, following established precedents, alleging foreseeability of a potential effect in the United States is not enough. Nor do Plaintiffs’ conspiracy and contract theories confer jurisdiction. Plaintiffs cannot rely on a theory of conspiracy-based jurisdiction to extend jurisdiction over Foreign Defendants, because, even if such a theory were constitutionally viable, Plaintiffs have not alleged that For- eign Defendants engaged in any claim-related conduct within the forum or controlled or benefit- ted from any in-forum conduct of any other Defendants. Nor can Plaintiffs rely on FrontPoint’s Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 13 of 58 - 4 - ISDA with Deutsche Bank to establish jurisdiction even as to that Defendant, because Plaintiffs have failed to allege a connection between any of their claims and that ISDA. In addition to the grounds enumerated above, dismissal is also required because: (i) no federal statute under which Plaintiffs bring their claims provides any basis for jurisdiction; (ii) to the extent that Plaintiffs’ antitrust claim relies on Section 12 of the Clayton Act to assert jurisdic- tion, Plaintiffs have failed to allege proper venue as to the Venue Defendants; 3 and (iii) Plain- tiffs’ attempt to assert jurisdiction in New York based on allegations of overseas misconduct with no nexus to the United States threatens international comity. In SIBOR I, this Court joined five other judges in this District who have refused to exer- cise personal jurisdiction over foreign banks (including most of the same Foreign Defendants) where, as here, plaintiffs alleged merely that overseas manipulation had a foreseeable effect on financial instruments traded in the United States. See In re Platinum & Palladium Antitrust Litig., 2017 WL 1169626 (S.D.N.Y. Mar. 28, 2017) (Woods, J.); Sullivan v. Barclays PLC, 2017 WL 685570 (S.D.N.Y. Feb. 21, 2017) (Castel, J.); In re LIBOR-Based Fin. Instruments Antitrust Litig., 2015 WL 6243526 (S.D.N.Y. Oct. 20, 2015) (Buchwald, J.) (“LIBOR IV”); 7 W. 57th St. Realty Co., LLC v. Citigroup, Inc., 2015 WL 1514539 (S.D.N.Y. Mar. 31, 2015) (Gardephe, J.); Laydon v. Mizuho Bank, Ltd., 2015 WL 1515358 (S.D.N.Y. Mar. 31, 2015) (Daniels, J.) (“Lay- don V”); see also Laydon v. Bank of Tokyo-Mitsubishi UFJ, Ltd., 2017 WL 1113080 (S.D.N.Y. Mar. 10, 2017) (Daniels, J.) (“Laydon VI”). Nothing in the SAC renders this case an outlier or provides any reason for this Court to deviate from its prior decision. 3 Venue Defendants are: Barclays PLC, Crédit Agricole S.A.; Credit Suisse Group AG; Credit Suisse International; DBS Group Holdings; The Hongkong and Shanghai Banking Corporation Limited; HSBC Holdings plc; ING Groep N.V.; ING Bank N.V.; The Royal Bank of Scotland plc, The Royal Bank of Scotland Group plc, RBS Securities Japan Limited; Standard Chartered PLC; UBS Securities Japan Co. Ltd.; and Macquarie Group Ltd. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 14 of 58 - 5 - BACKGROUND In SIBOR I, this Court identified serious legal deficiencies with the jurisdictional allega- tions of the FAC. The SAC’s jurisdictional allegations, which are materially the same as those addressed in SIBOR I, fare no better. The SAC alleges the same jurisdictional theories rejected in SIBOR I: (i) Defendants allegedly manipulated three benchmarks (USD SIBOR, SGD SIBOR, and SOR) outside the United States and allegedly profited from that alleged misconduct through their global trading operations in SIBOR- and SOR-based instruments, including alleged trading activities in the U.S. (see, e.g., SAC ¶¶ 1, 6-7, 20-38); (ii) certain Defendants consented to this Court’s jurisdiction by registering certain of their branches with New York, Pennsylvania, or Connecticut (SAC ¶¶ 20, 79); (iii) Foreign Defendants are subject to conspiracy jurisdiction (SAC ¶ 80); and (iv) Deutsche Bank (and Citi) consented to jurisdiction by entering into ISDA agreements (SAC ¶¶ 20, 45-61). A chart detailing the allegations in the SAC that previously ap- peared in the FAC and the reasons those allegations are deficient under this Court’s ruling in SIBOR I is set forth in Appendix 1. In the SAC, Plaintiffs did not remove any defendants or add any plaintiffs, did not pro- vide any additional allegations of specific transactions (of their own or otherwise), did not alter their theories of personal jurisdiction, and did not materially change their prior jurisdictional al- legations. Indeed, Plaintiffs fail to make any new allegations that mention certain Foreign De- fendants. 4 As a result, there is not even an arguable basis to reverse the Court’s prior ruling that Plaintiffs failed to allege personal jurisdiction over these Foreign Defendants. The few jurisdic- 4 Plaintiffs fail to make any new specific jurisdictional allegations that mention Foreign Defendants Barclays PLC; BNP Paribas, S.A.; Crédit Agricole S.A.; Credit Suisse International; DBS Bank Ltd.; DBS Group Holdings Ltd.; HSBC Holdings plc; ING Bank N.V.; ING Groep N.V.; Macquarie Bank Ltd.; Oversea-Chinese Banking Corpora- tion Ltd.; The Royal Bank of Scotland Group plc; RBS Securities Japan Limited; Standard Charted PLC; The Hongkong and Shanghai Banking Corporation Limited; UBS Securities Japan Co. Ltd; or United Overseas Bank Limited. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 15 of 58 - 6 - tional allegations Plaintiffs did add - all of which appear to have been available at the time the FAC was filed - consist of repackaging their prior allegations that were rejected by the Court. These “new” allegations are that: (i) some Foreign Defendants focused their SIBOR- and SOR- based trading operations on centralized “hubs” in global financial centers, including, but not lim- ited to, New York, with the goal of unlawfully increasing profits (SAC ¶¶ 24-26); (ii) a few For- eign Defendants placed senior managers in New York or Connecticut to oversee interest rate and foreign exchange derivatives operations (SAC ¶ 28); (iii) during New York business hours, un- specified (with one exception) Foreign Defendants transferred their “entire trading operations, or ‘trading book,’” including SIBOR- and SOR-based derivatives, to U.S. financial hubs, including New York (SAC ¶¶ 33-39); (iv) unspecified (again, with one exception) Foreign Defendants de- veloped and marketed SIBOR- and SOR-based products to individuals in the United States (SAC ¶¶ 29-32); (v) unspecified (again, with one exception) Foreign Defendants used U.S. bank ac- counts (SAC ¶¶ 62-69); and (vi) Thomson Reuters used a data center in New York to publish USD SIBOR, SGD SIBOR, and SOR in the United States (SAC ¶¶ 77). None of these allega- tions is linked to Defendants’ alleged misconduct, all of which is alleged to have occurred over- seas. ARGUMENT “A plaintiff bears the burden of demonstrating personal jurisdiction over a person or enti- ty against whom it seeks to bring suit.” Penguin Grp. (USA) Inc. v. Am. Buddha, 609 F.3d 30, 34 (2d Cir. 2010).5 Personal jurisdiction may be general (all-purpose) or specific (conduct- linked). In re Terrorist Attacks on Sept. 11, 2001, 714 F.3d 659, 673-74 (2d Cir. 2013). In either case, it is a defendant-specific inquiry, see Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 781 5 Unless otherwise noted, all internal citations and quotation marks are omitted. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 16 of 58 - 7 - n.13 (1984); Rush v. Savchuk, 444 U.S. 320, 331-32 (1980), that focuses on the defendant’s con- tacts with the forum. Daimler AG v. Bauman, 134 S. Ct. 746, 754 (2014); Walden v. Fiore, 134 S. Ct. 1115, 1121-22 (2014). Accordingly, “[f]or purposes of alleging that there is personal ju- risdiction over each Foreign Defendant, plaintiffs may not refer to affiliated defendants by a con- clusory collective name unless plaintiffs adequately allege that the conduct of one affiliate is at- tributable to another.” SIBOR I, 2017 WL 3600425, at *6. “[S]pecific jurisdiction cases are limited to those involving issues deriving from, or con- nected with, the very controversy that establishes jurisdiction.” In re Roman Catholic Diocese of Albany, New York, Inc., 745 F.3d 30, 38 (2d Cir. 2014); see also Bristol-Myers Squibb Co. v. Su- perior Court of California, San Francisco Cty., 137 S. Ct. 1773, 1781 (2017) (where there is no connection “between the forum and the underlying controversy . . . specific jurisdiction is lack- ing regardless of the extent of a defendant’s unconnected activities in the State”). In Walden, the Supreme Court explained that, in a case like this - involving alleged intentional torts - specific jurisdiction requires that “the defendant’s suit-related conduct must create a substantial connec- tion with the forum State,” “the relationship must arise out of contacts that the ‘defendant him- self’ creates with the forum State,” and the contacts must be “with the forum State itself, not the defendant’s contacts with persons who reside there.” 134 S. Ct. at 1121-22 (emphasis in origi- nal). Moreover, the forum must be the “focal point” or “nucleus” of Plaintiffs’ claim, Waldman v. Palestine Liberation Org., 835 F.3d 317, 340 (2d Cir. 2016), and specific allegations must link the elements of Plaintiffs’ claim (i.e., the “suit-related conduct”) to the forum. See Sullivan, 2017 WL 685570, at *44 (no suit-related conduct created a substantial connection where plain- tiffs made no allegations linking the elements of their claim to defendant’s conduct within the United States). The Second Circuit requires, at a minimum, a “‘but for’ connection between the Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 17 of 58 - 8 - defendant’s forum-directed activities and the claim,” and requires proximate cause where, as here, each of the Foreign Defendants “has only limited contacts with the state.” LIBOR IV, 2015 WL 6243526, at *28 (citing Chew v. Dietrich, 143 F.3d 24, 29 (2d Cir. 1998)). To survive a motion to dismiss for lack of personal jurisdiction, a “plaintiff must make a prima facie showing that jurisdiction exists.” Penguin Group, 609 F.3d at 34-35. When resolv- ing a motion to dismiss for lack of personal jurisdiction, a court need not “accept as true a legal conclusion couched as factual allegation,” or “draw argumentative inferences in the plaintiff’s favor.” In re Terrorist Attacks, 714 F.3d at 673. For purposes of a 12(b)(2) motion, the Court may “look beyond the pleadings to affidavits and supporting materials submitted by the parties.” In re Aluminum Warehousing Antitrust Litig., 2015 WL 6472656, at *2 (S.D.N.Y. Oct. 23, 2015). I. FOREIGN DEFENDANTS ARE NOT SUBJECT TO SPECIFIC JURISDICTION. In SIBOR I, this Court joined at least five other judges in this District who have ruled that allegations similar to those here concerning purported foreign manipulation of a benchmark can- not confer jurisdiction, notwithstanding allegations that defendants traded, in the forum, in in- struments referencing the benchmark.6 SIBOR I held that Defendants’ alleged manipulation of 6 See, e.g., In re Platinum & Palladium, 2017 WL 1169626, at *42 (Woods, J.); Sullivan, 2017 WL 685570, at *43 (Castel, J.); LIBOR IV, 2015 WL 6243526, at *20 (Buchwald, J.); 7 W. 57th St. Realty Co., 2015 WL 1514539, at *9 (Gardephe, J.); Laydon V, 2015 WL 1515358, at *2 (Daniels, J.); see also Laydon VI, 2017 WL 1113080, at *2 (Daniels, J.). Judge Stein’s recent decision in Sonterra Capital Master Fund Ltd. v. Credit Suisse Group AG, an action concerning alleged manipulation of Swiss Franc LIBOR (“CHF LIBOR”), does not require a different re- sult. 2017 WL 4250480, at *50-53, 55-56 (S.D.N.Y. Sept. 25, 2017) (“CHF LIBOR”). First, that decision should not be read to allow U.S. jurisdiction premised on mere conclusory and unsubstantiated allegations about foreign banks’ supposed “motivations” in carrying out their normal business in the U.S.; this Court (and the weight of au- thority in this District) has already correctly rejected such an approach. See SIBOR I, 2017 WL 3600425, at *6 (“Plaintiffs’ conclusory allegations are not sufficient to make [U.S.] transactions ‘suit-related’”). Moreover, Judge Stein in CHF LIBOR was careful to distinguish its facts from prior decisions such as SIBOR I. 2017 WL 4250480, at *53. After concluding that the CHF LIBOR plaintiffs had failed to state any viable claim in their complaint, Judge Stein addressed the motion to dismiss for lack of personal jurisdiction and found that, as to certain defendants, plaintiffs there had done what this Court found in SIBOR I that Plaintiffs here failed to do: sufficiently alleged “spe- cific facts that plausibly suggest that the Foreign Defendants entered into [CHF LIBOR-based] transaction with counterparties based in the United States, and that those transactions had a nexus to the benchmark interest rate ma- Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 18 of 58 - 9 - three benchmarks - USD SIBOR, SGD SIBOR, and SOR (each of which was set in Singapore) - occurred outside the United States and that nothing in the FAC adequately connected that al- leged foreign misconduct to the United States. 2017 WL 3600425, at *5. For this reason, this Court suggested that perhaps this case “should be brought in Singapore.”7 Tr. at 21:11-14. First, the Court rejected Plaintiffs’ claim that the overseas misconduct was related to For- eign Defendants’ alleged in-forum SIBOR- and SOR-based trading activities because: (i) there were no plausible allegations that Foreign Defendants traded in SIBOR- and SOR-based instru- ments in the forum and, (ii) even if any Foreign Defendants had engaged in such in-forum trad- ing activities, such activities were not “suit-related” because, without specific allegations about “which defendants entered into which derivative contracts, how the trades were collusive, or how they related to the alleged fixing of [SIBOR and SOR],” nothing in the FAC connected such ac- tivities to the alleged misconduct. SIBOR I, 2017 WL 3600425, at *6-7.8 Second, it rejected nipulation at issue in this lawsuit.” Id. In rendering his decision, Judge Stein also credited allegations including, among others, that the alleged collusive manipulation of the CHF LIBOR benchmark involved a trader “operating from New York,” and that the European Commission had found that specific defendants had “collude[ed] to ‘distort the normal course of pricing of interest rate derivatives denominated in Swiss franc’ between March 2008 and July 2009.” Id. at *9, 55. As explained below, even after being granted another chance to replead, Plaintiffs here have pled nothing close to what the plaintiffs pled in CHF LIBOR, and certainly nothing more than conclusory allegations of a nexus between U.S. transactions and the alleged foreign manipulation. Infra at Part I.C. 7 Other U.S. litigants (including even the Federal Deposit Insurance Corporation) have brought actions relating to alleged manipulation of foreign benchmark rates in non-U.S. courts. See Harry Wilson, U.S. launches $400bn Libor case, THE TIMES, Aug. 17, 2017, available at https://www.thetimes.co.uk/article/us-launches-400bn-libor-case- j086l90w9 (describing FDIC’s civil action commenced in England after its USD LIBOR-related claims against cer- tain foreign defendants were dismissed in this District for lack of personal jurisdiction). Indeed, Plaintiffs’ counsel may intend to do the same with respect to SIBOR and SOR. In conjunction with a Dutch law firm, and in anticipa- tion of litigation, Plaintiffs’ counsel has formed a Dutch Foundation to putatively represent “various classes of professional investors . . . who or which purchased financial instruments derived from interest rate benchmarks,” including SIBOR and SOR, and who were thus supposedly affected by the alleged manipulation of those benchmarks. See Home, ELCO FOUNDATION, http://www.elcofoundation.com/home (noting that the Foundation “operates in cooperation with . . . Lowey Dannenberg Cohen & Hart”); Case Participation, ELCO INVESTOR SERVICES, http://elcoinvestorservices.com/case-participation/ (stating the classes of investors include investors in products linked to SIBOR and SOR). 8 See also In re Platinum & Palladium, 2017 WL 1169626, at *45 (no jurisdiction based on defendants’ trading ac- tivities where alleged manipulation had a foreseeable impact on products purchased by plaintiffs because the alleged unlawful conduct was manipulation of the Fix Price not “manipulations of particular transactions”); Sullivan, 2017 WL 685570, at *44 (no jurisdiction based on defendants’ trading activities where some of the defendants’ “counter- Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 19 of 58 - 10 - Plaintiffs’ claim that Defendants had purposefully directed their alleged misconduct at the forum. Id. at *7. In reaching these conclusions, this Court found Plaintiffs must allege, with respect to each Foreign Defendant, conduct in or expressly aimed at the relevant forum that has “a nexus to the benchmark interest rate manipulation at issue” and must include “non-conclusory allegations that the Foreign Defendants purposefully directed their activities at residents of the United States.” Id. The SAC does not allege any new facts that satisfy this standard. As discussed in the Merits Brief (see Part II),9 which Foreign Defendants incorporate here by reference, the SAC also continues to engage in improper group jurisdictional pleading by indiscriminately asserting allegations against groups of foreign and domestic affiliates - which this Court concluded in SIBOR I cannot support personal jurisdiction - and by asserting allegations against “Foreign Defendants” generally. See SIBOR I, 2017 WL 3600425, at *6 (Plaintiffs “may not refer to affil- iated defendants by a conclusory collective name unless plaintiffs adequately allege that the con- duct of one affiliate is attributable to another.”). Because the SAC fails to allege that any mis- conduct occurred in, was connected to, or was specifically directed at New York or the United States, Plaintiffs once again fail to allege specific jurisdiction. A. The SAC Still Fails to Allege that Any Suit-Related Conduct Occurred in New York or the United States. In SIBOR I, the Court found that “Plaintiffs do not allege that the conspiracy originated in the United States, or that Foreign Defendants who served as panel members submitted manipula- tive rates from within the United States.” 2017 WL 3600425, at *5. This finding is confirmed parties were located in the United States” because “the presence of U.S. victims alone does not make out jurisdic- tion, and plaintiffs’ allegations concerning defendants’ misconduct does not allege a United States nexus to” the alleged manipulation). 9 Memorandum of Law in Support of Defendants’ Joint Motion to Dismiss the Second Amended Complaint for Lack of Subject Matter Jurisdiction and Failure to State a Claim, filed concurrently herewith. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 20 of 58 - 11 - by the declarations submitted by Foreign Defendants in connection with their prior briefing and resubmitted here.10 The SAC makes no allegations to the contrary11 and therefore offers no rea- son for this Court to disturb its ruling that Plaintiffs have made “no plausible allegations that any conduct related to the conspiracy to manipulate SIBOR and SOR occurred within the United States.” Id. B. The SAC Fails to Allege that Foreign Defendants Traded SIBOR- and SOR- Based Instruments in New York or the United States. This Court has already considered and rejected the majority of allegations made in the SAC concerning Foreign Defendants’ supposed trading of SIBOR- and SOR-based products in the United States.12 See, e.g., Appendix 1 at Rows 1, 10-21. To the extent new facts have been alleged, none comes close to plausibly alleging that each Foreign Defendant traded SIBOR- and SOR-based products in New York or the United States within the relevant period 13 - allegations 10 Appendix 2 sets forth relevant information from the declarations submitted by Foreign Defendants in connection with prior briefing and resubmitted here. 11 Plaintiffs cannot support jurisdiction by misleadingly presenting regulatory findings concerning domestic conduct in relation to other benchmarks as though that conduct related to SIBOR or SOR. Plaintiffs are not helped, for ex- ample, by their citation to a Connecticut-based RBS trader’s chat concerning alleged “IBOR” manipulation, SAC ¶ 15, because the chat relates to Yen LIBOR. See SAC ¶ 40. 12 As before, Plaintiffs do not allege that Foreign Defendants Crédit Agricole, ING Defendants, DBS Bank Defend- ants, United Overseas Bank Limited, Australia and New Zealand Banking Group, or Macquarie Group traded SIBOR- or SOR-based derivatives at all. 13 In fact, as Plaintiffs admit, the declarations of several Foreign Defendants - including DBS Bank, DBS Holdings Ltd., The Hongkong and Shanghai Banking Corporation Limited, HSBC Holdings plc, The Royal Bank of Scotland Group plc, and United Overseas Bank Limited - state that they did not transact in SIBOR- or SOR-based deriva- tives in the United States. SAC ¶ 70 n.24. Thus, at a minimum, these Foreign Defendants cannot be subject to the Court’s jurisdiction based on non-existent trading activity. In addition, Plaintiffs ignore critical language in a num- ber of other declarations inconsistent with their claim that certain Foreign Defendants have conceded trading rele- vant instruments in the U.S. See, e.g., Decl. of P. Minor (Ex. H) ¶¶ 6-7 (“CASA is not licensed by the federal gov- ernment to conduct banking or any other type of business in the United States. . . . CASA is not registered to do business in any state of the United States.”); Decl. of D. Kläy (Ex. J) ¶ 5 (“[CSGAG] engages in no trading of any kind in the United States.”); Decl. of B.M. Stoelinga and W.A. Brouwer (Ex. P) ¶ 3 (“ING Groep . . . has no opera- tions or employees in the United States and earns no income directly from the United States.”); Decl. of M. Gummer (Ex. R) ¶ 3 (“MGL . . . conducts no business in the United States.”); Decl. of F. Shen (Ex. S) ¶6 (“[OCBC’s U.S. agencies] do not and have not engaged in futures or derivatives trading of any kind.”); Decl. of M. Amey (Ex. V) ¶¶ 4-5 (“SCPLC does not itself operate in the U.S. and maintains no offices in the U.S. . . . SCPLC itself has no em- ployees.”); Decl. of J. Connors (Ex. W) ¶ 7 (“UBS Japan does not maintain branches in the United States and does not have direct or indirect subsidiaries in the United States. It has no offices, employees or representatives in the Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 21 of 58 - 12 - that in any case are inadequate as a matter of law to establish personal jurisdiction. 14 See infra Part I.C. and n.26. Bloomberg Terminals: Plaintiffs renew their allegations that certain Foreign Defend- ants traded SIBOR- and SOR-based instruments based on information available on Bloomberg Terminals. In an attempt to enhance their allegations, Plaintiffs now (i) attach to the SAC Bloomberg Terminal screenshots from October 2016 (long after the putative class period), on which they apparently relied in making their allegations in the FAC, and (ii) add descriptions of the screenshots (e.g., what the columns in the Bloomberg Terminal represent). SAC at Fig. 3, ¶¶ 73-76; SAC at Ex. G (providing screenshots of various Bloomberg listings circa 2016 con- cerning Singapore dollar-denominated interest rate derivatives and other products like currency trades and options). Other than bulk, these changes add nothing to Plaintiffs’ allegations con- cerning the Bloomberg Terminals, which suffer from the same fatal deficiencies as before. First, Plaintiffs’ renewed allegations fail because, as this Court found in SIBOR I, they improperly re- fer to Foreign Defendants “by a conclusory collective name” without “adequately alleg[ing] that the conduct of one affiliate is attributable to another.”15 2017 WL 3600425, at *6. Second, United States either.”). 14 Unable to plausibly allege that Foreign Defendants traded these instruments in New York or the United States, Plaintiffs, in a footnote, echo their claim from prior briefing that certain Foreign Defendants have “conced[ed] that they traded in SIBOR- and SOR-based derivatives in the United States during the Class Period” by not disavowing such activities in their declarations submitted in connection with their motions to dismiss the FAC. SAC ¶ 70. As an initial matter, this allegation is not even asserted against certain Foreign Defendants. See supra n.12. In any event, as Plaintiffs concede, certain Foreign Defendants did disavow U.S. trading in their declarations, and Plaintiffs ignore language in other declarations inconsistent with their claim that certain Foreign Defendants have conceded trading relevant instruments in the U.S. See supra n.13. Regardless, as this Court has already made plain, “it is [Plaintiffs’] burden to show jurisdiction, not [Defendants’] burden to disprove it.” SIBOR I, 2017 WL 3600425, at *8. The absence of such refutations in the previously submitted declarations or elsewhere cannot be treated as sup- port for Plaintiffs’ claim of personal jurisdiction against any Foreign Defendants now, just as it could not support the claim when this Court dismissed the FAC in SIBOR I. 15 Plaintiffs allege these Foreign Defendants include ANZ, Barclays, BNP Paribas, Commerzbank, Credit Agricole CIB, Credit Suisse, Deutsche Bank, HSBC, OCBC, Standard Chartered Bank, and UBS, but fail to specify which of these global banks’ affiliates offered these instruments. SAC ¶ 74. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 22 of 58 - 13 - Plaintiffs fail to allege that those Foreign Defendants on the Bloomberg Terminal targeted Unit- ed States counterparties, as opposed to offering quotes to what Plaintiffs term the Bloomberg Terminal’s “worldwide” subscribers in connection with products that Plaintiffs themselves acknowledge were traded primarily outside of the United States. SAC ¶ 73. Third, Plaintiffs again do not allege that those Foreign Defendants on the Bloomberg Terminal offered these de- rivative products through that medium at all during the relevant time period.16 Fourth, Plaintiffs’ screenshots identify Singapore dollar-denominated products, not the products at issue in this case (products supposedly linked to SIBOR or SOR). Finally, Plaintiffs again do not allege that they entered into any actual derivative transaction based on SIBOR or SOR with a Foreign Defendant by means of a Bloomberg Terminal. Federal Reserve Bank of New York Surveys: In SIBOR I, this Court rejected Plain- tiffs’ reliance on certain Foreign Defendants’ participation in the Federal Reserve Bank of New York surveys on the dual grounds that the surveys do not sufficiently identify individual defend- ants and that they “make no specific mention of SIBOR- or SOR-based derivatives . . . [but, ra- ther] merely concern the swaps and derivatives market generally.” 2017 WL 3600425, at *6. Plaintiffs’ continued reliance on these reports in the SAC fails for the same reasons as before. Bank of International Settlements Report: The only additional information Plaintiffs seek to rely on to support their claim that Foreign Defendants traded SIBOR- and SOR-based products in the United States is a 2008 report from the Bank of International Settlements. SAC ¶ 16 In the context of specific jurisdiction, as opposed to general jurisdiction, the relevant time period is the period in which the alleged misconduct occurred, because the plaintiff must point to suit-related contacts. See Bristol-Myers, 137 S. Ct. at 1780 (“In order for a state court to exercise specific jurisdiction, ‘the suit’ must ‘aris[e] out of or relat[e] to the defendant’s contacts with the forum.’”); see also Energy Brands Inc. v. Spiritual Brands, Inc., 571 F. Supp. 2d 458, 468 (S.D.N.Y. 2008) (“[O]nly pre-litigation contacts are relevant to the [specific] jurisdictional ques- tion.”). Accordingly, Plaintiffs’ screenshots of Bloomberg Terminal activity - all timestamped in October 2016 - are not relevant to the question of specific jurisdiction. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 23 of 58 - 14 - 72.17 But the report provides even less detail regarding trading activity in the United States than the Federal Reserve surveys, which, as discussed above, this Court has already found insuffi- cient. The report does not specify the amount of SIBOR- or SOR-based derivatives traded in the United States in the one-month period covered by the report (May 2008) or the entities involved in such trading, including whether such entities included any of the Foreign Defendants. The report does make clear (as Plaintiffs concede) that the majority of trading in Singapore dollars and derivatives occurs in Singapore. SAC ¶ 72. Like the allegations in the FAC, these too are fatally deficient because they “make[] no specific mention of SIBOR- or SOR-based deriva- tives,” SIBOR I, 2017 WL 3600425, at *6, and again fail to sufficiently identify whether any specific Defendant sold SIBOR- or SOR-based products within the United States. C. Even if Foreign Defendants Transacted in SIBOR- and SOR-Based Instru- ments in the Forum, Nothing in the SAC Connects Those Activities to For- eign Defendants’ Alleged Overseas Misconduct. Not only have Plaintiffs failed to meet their burden to allege that each Foreign Defendant traded SIBOR- and SOR-based instruments in the United States, they have also again failed to plausibly allege that any such trading activities are “suit-related conduct” that “gave rise to the episode-in-suit.” SIBOR I, 2017 WL 3600425, at *5 (emphasis in original). Plaintiffs attempt to link Foreign Defendants’ purported (but unspecified) in-forum trading activities to the alleged misconduct through: (i) settlements between certain Foreign Defendants and regulators; (ii) cer- tain Foreign Defendants’ trading operations; (iii) certain Foreign Defendants’ marketing activi- ties; (iv) certain Foreign Defendants’ use of U.S. bank accounts to execute transactions; and (v) Thomson Reuters’ transmission of USD SIBOR, SGD SIBOR, and SOR on and through U.S. 17 Citing Yosuke Tsuyuguchi & Philip Wooldridge, The evolution of trading activity in Asian foreign exchange mar- kets 13 (Bank for International Settlements, Working Paper No. 252, May 2008), available at http://www.bis.org/publ/work252.pdf. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 24 of 58 - 15 - wires and data centers. 18 None of these supposed “links” supports jurisdiction. Most are identi- cal or materially similar to the legally insufficient allegations of the FAC. All suffer from the same fatal flaw as Plaintiffs’ prior allegations: they fail to plausibly allege “a nexus to the benchmark interest rate manipulation at issue in this lawsuit.” Id. at *7. 1. Plaintiffs’ Regulatory Settlement Allegations Are Insufficient. In SIBOR I, the Court rejected Plaintiffs’ contention “that an inference of U.S.-based suit- related conduct can be drawn from” the CFTC’s settlements with Deutsche Bank AG, UBS, and RBS. 2017 WL 3600425, at *5. The Court also held that regulatory findings from the Monetary Authority of Singapore (“MAS”) and the U.K. Financial Services Authority (“FSA”) were insuf- ficient to support jurisdiction. See, e.g., FAC ¶¶ 6-7, 126-29. In declining to find personal juris- diction based on these regulatory settlements, this Court agreed with other judges within the Dis- trict who have rejected plaintiffs’ effort to bootstrap allegations relating to alleged manipulation of certain benchmark interest rates (such as Yen LIBOR) to support jurisdiction over claims con- cerning benchmarks wholly unrelated to those at issue (here, SGD SIBOR, USD SIBOR, and SOR). SIBOR I, 2017 WL 3600425, at *5; see also Bristol-Myers, 137 S. Ct. at 1781-82 (non- resident defendant’s contacts with California unrelated to the claims at issue could not support exercise of specific jurisdiction).19 Nearly all of the allegations in the SAC that reference regulatory settlements (SAC ¶¶ 14- 16, 36, 38-40, 42-44) are identical to allegations the Court held insufficient in SIBOR I. See Ap- pendix 1 at Rows 7-8. Because the SAC fails to allege “specific facts regarding U.S.-based at- 18 Again, certain Foreign Defendants are not even mentioned in any of these allegations. See supra n.4. 19 See also Sonterra Capital Master Fund Ltd., 2017 WL 4250480, at *7 n.6 (“[P]laintiffs cannot rely on manipula- tion of a separate currency to make out their claims here.”); LIBOR IV, 2015 WL 6243526, at *32 (“[W]e reject in this context (as we have often rejected in other contexts) any argument that conduct related to non-USD LIBOR can support personal jurisdiction in these cases, which seek relief based on the manipulation of USD LIBOR only.”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 25 of 58 - 16 - tempts to manipulate SIBOR or SOR” or attempts to target the United States, there is no reason for this Court to disturb its ruling that it “cannot reasonably infer that suit-related conduct oc- curred within the United States based on such [] generalized, ambiguous statement[s].” SIBOR I, 2017 WL 3600425, at *5.20 The SAC’s only new jurisdictional allegation from a regulatory settlement is from UBS AG’s December 2012 Non-Prosecution Agreement with the Department of Justice. Plaintiffs claim that this agreement shows that a trader in UBS’s Stamford, Connecticut office requested favorable LIBOR submissions.21 SAC ¶ 44. That allegation, which could have been made years before the filing of this lawsuit, has no bearing here. Even if it could plausibly be read as Plain- tiffs suggest it should (and it cannot 22 ), it relates to the alleged manipulation of LIBOR - not one of the benchmarks at issue here - and to the circumstances and conduct of employees of one particular Foreign Defendant, rather than Foreign Defendants generally. SIBOR I, 2017 WL 3600425, at * 5; see also supra n.10. 2. Plaintiffs’ Allegations Concerning Foreign Defendants’ Trading Opera- tions Are Insufficient. 20 Indeed, the regulatory investigations actually undermine Plaintiffs’ assertion of a U.S. nexus to the alleged mis- conduct. After concluding its review into a number of benchmarks, MAS’s statement referred solely to members “of the trading community in Singapore.” SAC Ex. E at 1 (emphasis added). MAS could not have been more clear that those traders were “in Singapore,” and not the United States (or anywhere else). 21 Plaintiffs’ allegations regarding Christian Bittar, a former Deutsche Bank trader, primarily in Euribor-related de- rivatives, have no nexus whatsoever to this case. To the extent that the SAC can be read to allege that Mr. Bittar engaged in some unspecified conduct in New York (SAC ¶ 42), Plaintiffs do not and cannot allege that Mr. Bittar had any involvement with Deutsche Bank’s SIBOR or SOR submissions or traded SIBOR- or SOR-based instru- ments. SAC ¶¶ 215-16. Accordingly, Mr. Bittar’s purported New York jurisdictional contacts are irrelevant. 22 A judge within this District has already held that this allegation does not support Plaintiffs’ claim that UBS admit- ted to manipulating LIBOR from within the United States. See In re LIBOR-Based Fin. Instruments Antitrust Litig., 2016 WL 7378980, at *11 (S.D.N.Y. Dec. 20, 2016) (“LIBOR VI”) (“Plaintiffs cite UBS’s settlement papers with the U.S. Department of Justice to argue that UBS has ‘admitted that an executive in Connecticut directed that sub- missions for all currencies stay low and instituted a policy that submissions for all currencies stay within the pack.’ . . . [But] [p]laintiffs stretch the admission to the breaking point [as] the Statement of Facts itself explains that the actual source of the policy was ‘an ALM senior manager in Zurich.’”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 26 of 58 - 17 - The FAC alleged generally that Foreign Defendants (or at least certain of their U.S. affil- iates) had substantial trading operations in New York and the United States - allegations this Court deemed inadequate. See SIBOR I, 2017 WL 3600425, at *7 (“Plaintiffs must do more than infer that the Foreign Defendants likely were participants in the U.S. derivatives market.”).23 In the SAC, Plaintiffs attempt to revive their insufficient pleading with the following assertions: (i) certain Foreign Defendants relied on New York or Connecticut as one of several major financial centers that serve as Defendants’ “hubs for their interest rate and/or foreign exchange derivatives operations” (SAC ¶¶ 24-25); (ii) senior managers of several Foreign Defendants’ global or re- gional interest rate and foreign exchange derivative operations were in offices in New York and Connecticut (SAC ¶ 28); and (iii) when some Foreign Defendants’ Singapore trading operations were closed, the SIBOR and SOR trading books were transferred to other offices, including of- fices in the United States (SAC ¶¶ 34-37). But these additions simply repackage Plaintiffs’ prior allegations (rejected by the Court) that some Foreign Defendants traded SIBOR- and SOR-based instruments in the forum with U.S. counterparties and do not in any meaningful way “plausibly suggest” that any Foreign Defendant had U.S.-based trading operations that “had a nexus to the benchmark interest rate manipulation at issue in this lawsuit” and, therefore, cannot confer juris- diction. SIBOR I, 2017 WL 3600425, at *7.24 As to the first two allegations (the U.S. as a trading hub and the placement of a few senior managers in U.S. offices), Plaintiffs do not plausibly suggest that Foreign Defendants with U.S.- 23 See also FAC ¶¶ 31, 38, 45-46, 52, 54, 58, 59, 64, 71, 74-75, 79, 84-85, 86-87, 91-92, 98. 24 Transactions with absent class members are inadequate as a matter of law to establish personal jurisdiction. See, e.g., Sullivan, 2017 WL 685570, at *39 (citing Beach v. Citigroup Alt. Invs. LLC, 2014 WL 904650, at *6 (S.D.N.Y. Mar. 7, 2014) (“Contacts with unnamed class members may not be used as a jurisdictional basis[.]”)); Greene v. Mizuho Bank, Ltd., 169 F. Supp. 3d 855, 866 (N.D. Ill. Mar. 14, 2016) (“Specific personal jurisdiction can arise only from the claims of the named plaintiffs, not those of absent class members.”); see also Bristol-Myers Squibb Co., 137 S. Ct. at 1781 (where there is no connection “between the forum and the underlying controversy . . . specific jurisdiction is lacking regardless of the extent of a defendant’s unconnected activities in the State”); AM Tr. v. UBS AG, 78 F. Supp. 3d 977, 986 (N.D. Cal. 2015). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 27 of 58 - 18 - based “hubs” traded SIBOR- or SOR-based instruments from those locations or that the individ- uals at those offices were involved in (let alone directed) the trading of SIBOR- and SOR-based instruments from those offices.25 And even if Plaintiffs had sufficiently alleged that these offices and individuals were involved in the trading of SIBOR- and SOR-based instruments and did so on behalf of a Foreign Defendant (they have not), there is nothing to suggest that they were in- volved in or even knew of the alleged manipulation of SIBOR and SOR. Plaintiffs’ third allegation (concerning alleged trading book transfers) fares no better. As an initial matter, the SAC does not contain plausible factual allegations to support such a claim. The allegation is based entirely on a statement in the settlement of one Defendant (RBS) with the CFTC that it transferred its Yen LIBOR trading book from Asia to London and the United States when its Asian offices were closed. SAC ¶ 36. That allegation does not even relate to RBS’ SIBOR or SOR trading book (as opposed to the book for a major global reserve currency, Japa- nese Yen), let alone any other bank’s SIBOR or SOR trading book. Even if the allegation had any connection to SIBOR or SOR (and it does not), Plaintiffs do not explain how transferring responsibility for watching open overnight derivatives positions to a U.S. affiliate would support jurisdiction. Nothing in the SAC suggests that the reason for doing so was to facilitate SIBOR or SOR manipulation. Nor do Plaintiffs explain how watching an open overnight position during the middle of the night in Singapore, far outside the window for setting SIBOR and SOR, could have contributed to a scheme to rig SIBOR or SOR or to any injury that Plaintiffs might have suffered as a result. 25 In the case of HSBC, Plaintiffs do not even plead that the relevant individuals were employed by a Foreign De- fendant, as opposed to a U.S. affiliate. For example, the fact that Daniel Silber, HSBC’s Head of Foreign Exchange and Metals, Americas, was an employee of HSBC Bank USA, N.A. - not a Foreign Defendant - does not provide any support to Plaintiffs’ jurisdictional allegations. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 28 of 58 - 19 - Finally, except as to one Foreign Defendant (Deutsche Bank),26 Plaintiffs do not allege that they traded SIBOR- or SOR-based derivatives with any Foreign Defendant; rather, Plain- tiffs rely on their alleged trading with third parties. SAC ¶¶ 8, 81-82. Those trades - and thus, the alleged contacts with the forum - did not “[give] rise to the episode-in-suit” here and are therefore not suit-related conduct for jurisdictional purposes. SIBOR I, 2017 WL 3600425, at *5 (quoting Waldman, 835 F.3d at 331). 3. Plaintiffs’ Allegations Concerning Foreign Defendants’ Marketing Pro- grams Are Insufficient. Plaintiffs’ marketing allegations suffer from the same flaws as Plaintiffs’ trading opera- tion allegations. The SAC again merely adds gloss to Plaintiffs’ previous allegation (already re- viewed and rejected by the Court) that some Foreign Defendants marketed SIBOR- and SOR- based instruments in the United States. See, e.g., FAC ¶ 113 (“Defendants sold and marketed SIBOR- and SOR-based derivatives to customers in the United States . . . .”). Specifically, the SAC references a pamphlet entitled “Emerging Markets Currency Guide 2012” issued by certain HSBC entities27 on December 1, 2011 to support the claim that all Foreign Defendants solicited transactions in SIBOR- and SOR-based instruments in the United States. SAC ¶ 31. 26 With respect to the alleged transactions with Deutsche Bank, those allegations are also insufficient because Plain- tiffs do not plead any details regarding the dates of the transactions, the counterparties to the transactions, the value of the transactions at issue, or any of the terms and conditions of the transactions. See Merits Br. at Part V. 27 SAC ¶ 31 n.15. In addition, Plaintiffs’ reliance on the HSBC pamphlet exemplifies their attempt to gloss over distinctions between affiliated banking entities, even where the information necessary to recognize those distinctions is readily available to them. The HSBC Foreign Defendants have attested that they do not sell SIBOR derivatives in the U.S., and the HSBC pamphlet is entirely consistent with that, specifically stating that “HSBC Securities (USA) Inc. accepts responsibility for the content of this research report prepared by its non-US foreign affiliate. All US persons receiving and/or accessing this report and intending to effect transactions in any security discussed herein should do so with HSBC Securities (USA) Inc. in the United States and not with its non-US foreign affiliate, the issuer of this report.” HSBC’s Emerging Markets Currency Guide 2012, HSBC 130 (Dec. 2011), https://www.hsbcnet.com/gbm/attachments/rise-of-the-rmb/currency-guide-2012.pdf? (“HSBC Pamphlet”). The HSBC Pamphlet accordingly not only undermines Plaintiffs’ allegation that Foreign Defendants traded in the U.S., but highlights the extent to which this is made clear to U.S. investors. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 29 of 58 - 20 - The pamphlet, however, does not support Plaintiffs’ sweeping allegation that Foreign De- fendants marketed SIBOR- and SOR-based instruments in the United States during the relevant time period. On its face, it is nothing more than a guide intended for 2012, the year after the rel- evant time period concluded, and relates to only one Foreign Defendant. Moreover, the pam- phlet makes clear it is not a solicitation. It expressly disclaims that it is “not and should not be construed as an offer to sell or the solicitation of an offer to purchase” any of the products men- tioned therein. HSBC Pamphlet at 130. And as to the three pages that concern Singapore dol- lars, the pamphlet merely provides general background regarding market conditions for these products, including high-level information such as the types of products that exist (as opposed to instruments offered or solicited by HSBC), general information regarding the regulatory envi- ronment in Singapore, and background regarding the growth of the Singapore market. Id. at 45- 47. In any event, Plaintiffs have still failed to link this or any other marketing allegation to their claims. Plaintiffs do not allege that they received or knew about these materials during the relevant time period. Nor is there anything in the SAC to suggest that these materials furthered any purported manipulation of SIBOR or SOR. A finding that such allegations concerning gen- eral marketing activity, unrelated to any wrongdoing, are sufficient to confer specific jurisdiction would dramatically and unconstitutionally expand the scope of specific jurisdiction. See Bristol- Myers Squibb Co., 137 S. Ct. at 1781 (where there is no connection “between the forum and the underlying controversy . . . specific jurisdiction is lacking regardless of the extent of a defend- ant’s unconnected activities in the State”); LIBOR IV, 2015 WL 6243526, at *30 (“Plaintiffs’ ar- gument that defendants should be subject to personal jurisdiction on the basis of marketing or Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 30 of 58 - 21 - sales lacking a link . . . to the allegedly tortious activity would improperly create de facto univer- sal jurisdiction.”). 4. Plaintiffs’ Allegations Concerning the Use of the U.S. Banking System Are Insufficient. Plaintiffs allege, without any specificity, that Foreign Defendants used the U.S. banking system in connection with sales of instruments in the United States. SAC ¶¶ 65-69. Plaintiffs said the same thing in briefing SIBOR I, see Pls.’ PJ Opp. Br. at 4 (Dkt. No. 176) (“Moving De- fendants . . . used U.S. correspondent bank accounts to hold collateral/margin for funds ex- changed.”), and still do not plausibly suggest that the alleged use of the U.S. banking system in any way furthered the alleged manipulation upon which their claims are based. Absent such al- legations, any Foreign Defendant’s use of the U.S. banking system cannot confer jurisdiction. See Hau Yin To v. HSBC Holdings PLC, 2017 WL 816136, at *7 n.6 (S.D.N.Y. Mar. 1, 2017) (finding personal jurisdiction lacking as to Foreign Defendants where “the passage of money through the U.S. bank accounts were merely incidental and not specifically directed by any of the HSBC entities to facilitate the Ponzi scheme”). The only specific allegation in the SAC con- cerning the use of U.S. bank accounts relates to the mechanics of executing a swap pursuant to the ISDA between Deutsche Bank and FrontPoint. But, as set forth in Part IV below, such alle- gations do not relate to any other Foreign Defendant and, even as to Deutsche Bank, this Court does not have jurisdiction over Plaintiffs’ claims based on FrontPoint’s ISDA. 5. Plaintiffs’ Allegations Concerning the Transmission of SIBOR and SOR by Thomson Reuters Are Insufficient. The SAC repeats Plaintiffs’ prior allegation that Foreign Defendants transmitted false SIBOR rates from abroad to Thomson Reuters in the United States for further dissemination and that artificial SIBOR quotes were transmitted by electronic servers in the United States or while Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 31 of 58 - 22 - crossing United States borders. SAC ¶¶ 77-78. This Court rejected Plaintiffs’ allegations as fa- cially insufficient to justify personal jurisdiction. See SIBOR I, 2017 WL 3600425, at *7 (“[T]he fact that electronic communications were routed through U.S.-wires or servers, or that recipients of those communications were located in the United States, is insufficient to establish minimum contacts with the United States. . . . Finally, to the extent plaintiffs rely on conduct of third-party Thomson Reuters that relates to the United States, such reliance is insufficient . . . .”). In so holding, the Court joined other courts in this District that have deemed such allegations insuffi- cient. See Laydon V, 2015 WL 1515358, at *3 (“Communications that passed through and/or were stored within the United States are insufficient to assert personal jurisdiction over a defend- ant.”); LIBOR IV, 2015 WL 6243526, at *30 (alleged dissemination of USD LIBOR in the Unit- ed States is insufficient to confer personal jurisdiction over foreign banks because it is not “link[ed] . . . to the allegedly tortious activity”). Nothing in the SAC, including Plaintiffs’ refer- ence to a specific data center in New York (SAC ¶ 77), changes the fundamental insufficiency of allegations based on transmissions to Thompson Reuters to establish jurisdiction. At root, Plaintiffs have still failed to allege “any specific trades or contracts that are al- leged to have been collusive, nor do they identify which Foreign Defendants were party to such transactions.” SIBOR I, 2017 WL 3600425, at *6 (emphasis in original). As a result, Foreign Defendants must be dismissed. D. Plaintiffs Fail to Adequately Allege that Any Alleged Misconduct was Pur- posefully Directed at New York or the United States. SIBOR I recognized that jurisdiction is lacking where plaintiffs allege only that “[t]he consequences of the Foreign Defendants’ conduct were global.” 2017 WL 3600425, at *7 (citing 7 W. 57th St. Realty Co., 2015 WL 1514539, at *11; In re Platinum & Palladium, 2017 WL 1169626, at *44). Indeed, the Court recognized that only plausible allegations that “Foreign De- Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 32 of 58 - 23 - fendants singled out the United States as their target” would suffice. Id.; see also Calder v. Jones, 465 U.S. 783, 788-89 (1984) (Defendants’ allegedly wrongful actions must be “expressly aimed” at the forum); Waldman v. Palestine Liberation Org., 835 F.3d 317, 340 (2d Cir. 2016) (the forum must be the “focal point” or “nucleus” of Plaintiffs’ claim). In the SAC, Plaintiffs claim that the alleged in-forum effects of Foreign Defendants’ con- duct confer personal jurisdiction because they reflect that the Foreign Defendants purposefully directed the alleged foreign manipulation at the U.S., by using their U.S. operations to further their foreign conspiracy. Specifically, Plaintiffs allege that Foreign Defendants purposefully tar- geted the United States because: (i) some Foreign Defendants traded in SIBOR- and SOR-based instruments in New York or the United States (SAC ¶¶ 21-33); (ii) Foreign Defendants knew that Thomson Reuters would publish SIBOR and SOR in the United States (SAC ¶¶ 77-78); and (iii) certain Foreign Defendants registered their U.S. branches with certain state regulators (SAC ¶¶ 27, 79). Each of these allegations is essentially the same as the allegations in the FAC that the Court found insufficient and, because Plaintiffs do not - and cannot - allege that Foreign De- fendants conducted such activities with the specific intent of furthering their alleged foreign ma- nipulation of SIBOR and SOR, such allegations do not confer specific jurisdiction. Tr. at 20:20- 24 (“You have to allege, to make out a specific jurisdiction claim, that the conspirators in Singa- pore intended to profit by their conspiracy and manipulation in derivative contracts made in New York. You’ve got to allege that. And you’ve got to prove it.”); supra Parts I.B, I.C.5; Appendix 1 at Row 17. At most, Plaintiffs allege only that Foreign Defendants should have known their alleged misconduct would cause effects in New York or the United States. But, as this Court made clear, “it is bedrock law that merely foreseeable effects of defendants’ conduct do not sup- Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 33 of 58 - 24 - port personal jurisdiction.” SIBOR I, 2017 WL 3600425, at *7 (quoting LIBOR IV, 2015 WL 6243526, at *32). II. PLAINTIFFS’ CONSPIRACY ALLEGATIONS ARE INSUFFICIENT TO ESTABLISH JURISDICTION OVER FOREIGN DEFENDANTS. SIBOR I held that conspiracy jurisdiction could not serve as a basis for jurisdiction over Foreign Defendants because no suit-related conduct in furtherance of the alleged conspiracy oc- curred in the United States, and therefore, the Court did not need to reach the issue of whether conspiracy jurisdiction was consistent with due process. 2017 WL 3600425, at *8; see also In re Platinum & Palladium, 2017 WL 1169626, at *49; LIBOR VI, 2016 WL 7378980, at *3 (Buch- wald, J.); Laydon V, 2015 WL 1515358, at *3. Because Plaintiffs have again alleged no suit- related conduct in furtherance of the alleged conspiracy in New York or the United States, this Court once again need not reach the constitutional question. Even if it were necessary for the Court to address the constitutionality of Plaintiffs’ theo- ry of conspiracy jurisdiction - whereby all contacts of an in-forum conspirator can be imputed to a foreign defendant (a theory of jurisdiction at least one court has termed “vicarious conspira- cy jurisdiction,” Martin v. Eide Bailly LLP, 2016 WL 4496570, at *3 (S.D. Ind. Aug. 26, 2016)) - Plaintiffs would still fail to allege jurisdiction over the Foreign Defendants. As this Court in SIBOR I observed, federal courts “have been increasingly reluctant to extend this theory of juris- diction beyond the context of New York’s long-arm statute.” 2017 WL 3600425, at *8. Because due process (like New York’s long-arm statute) requires a plaintiff to adequately allege a tradi- tional agency relationship before imputing an in-forum conspirator’s contacts, and because Plain- tiffs here have not set forth any such allegations, conspiracy jurisdiction cannot support jurisdic- tion over Foreign Defendants. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 34 of 58 - 25 - A. Plaintiffs Cannot Impute an Alleged Co-Conspirator’s Tortious In-Forum Contacts to Any Foreign Defendant Because Plaintiffs Do Not Allege That Those Contacts Occurred as Part of a Traditional Agency Relationship be- tween the Foreign Defendant and the Alleged In-Forum Co-Conspirator. The Second Circuit has long held that a co-conspirator’s conduct may be imputed to a de- fendant for jurisdictional purposes only if, consistent with traditional agency principles, the de- fendant directed and controlled the agent’s in-forum tortious conduct and knew about and bene- fitted from those contacts. See Leasco Data Processing Equip. Corp. v. Maxwell, 468 F.2d 1326, 1341 n.11, 1343 (2d Cir. 1972) (rejecting theory that defendant’s participation in a con- spiracy where a purported co-conspirator committed acts in the relevant forum demonstrates ju- risdiction and suggesting that relationship of control by senior partner over more junior attorney acting in forum might result in jurisdiction), abrogated on other grounds by Morrison v. Nat’l Australia Bank Ltd., 561 U.S. 247 (2010); Bertha Bldg. Corp. v. Nat’l Theatres Corp., 248 F.2d 833, 836 (2d Cir. 1957). Without the direction and control inherent in a traditional agency rela- tionship, the alleged agent’s actions are the mere “unilateral activity of . . . a third person,” in- sufficient to confer personal jurisdiction over the defendant. Helicopteros Nacionales de Co- lombia, S.A. v. Hall, 466 U.S. 408, 417 (1984). As federal courts have increasingly observed, requiring a showing that each defendant engaged in suit-related conduct in the forum -- whether personally or through an agent under its control -- sufficient to purposefully avail itself of the forum is the only approach consistent with due process. Walden, 134 S. Ct. at 1122 (noting that it is the “contacts that the defendant himself creates with the forum State” that matter) (emphasis in original); In re Dental Supplies Antitrust Litig., 2017 WL 4217115, at *7 (E.D.N.Y. Sept. 20, 2017) (declining to “adopt the application of conspiracy jurisdiction” because “there is no doctrinal support for ‘conspiracy jurisdiction’” and “it is highly unlikely that any concept of conspiracy jurisdiction survived the Supreme Court’s Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 35 of 58 - 26 - ruling in Walden v. Fiore”); In re Aluminum Warehousing Antitrust Litig., 90 F. Supp. 3d 219, 227 (S.D.N.Y. 2015) (“The rules and doctrines applicable to personal jurisdiction are sufficient without the extension of the law to a separate and certainly nebulous ‘conspiracy jurisdiction’ doctrine.”). 28 Where, as here, Plaintiffs fail to allege that Foreign Defendants exercised direction and control over their alleged co-conspirator’s tortious in-forum acts, due process bars imputing such contacts to Foreign Defendants. B. Plaintiffs’ Conspiracy Allegations Are Deficient under the Applicable Juris- dictional Rules and Statutes. 1. Plaintiffs’ Conspiracy Allegations Are Insufficient under the New York Long-Arm Statute. In New York, to impute a co-conspirator’s forum contacts to a defendant, the plaintiff must demonstrate that “(a) the defendant had an awareness of the effects in New York of [the co- conspirator’s] activity; (b) the activity of the co-conspirators in New York was to the benefit of the out-of-state conspirators; and (c) the co-conspirators acting in New York acted at the direc- tion or under the control or at the request of or on behalf of the out-of-state defendant.” In re Terrorist Attacks on Sept. 11, 2001, 349 F. Supp. 2d 765, 805 (S.D.N.Y. 2005); see also Grove Press, Inc. v. Angleton, 649 F.2d 121, 122 (2d Cir. 1981); Heinfling v. Colapinto, 946 F. Supp. 260, 265 (S.D.N.Y. 1996). Plaintiffs’ SAC is deficient under New York’s long-arm statute for the same two reasons as their FAC. First, to rely on New York’s long-arm statute to impute con- tacts, Plaintiffs must, at a minimum, allege that an overt act occurred in the New York, which 28 See also In re N. Sea Brent Crude Oil Futures Litig., 2017 WL 2535731, at *9 (S.D.N.Y. June 8, 2017) (“an agen- cy relationship is required to uphold jurisdiction based on a conspiracy theory”); In re Auto. Parts Antitrust Litig., 2015 WL 4508938, at *4 (E.D. Mich. July 24, 2015); Spivak v. Law Firm of Tripp Scott, P.A., 2015 WL 1084856, at *5 (N.D. Ohio Mar. 10, 2015); Hanna v. Blanchette, 2014 WL 4185816, at *5 (S.D. Tex. Aug. 21, 2014); cf. Bank- ers Life & Cas. Co. v. Holland, 346 U.S. 379, 384 (1953) (rejecting an analogous theory of vicarious “conspiracy venue”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 36 of 58 - 27 - they have once again failed to do. 29 See supra Part I. 30 Second, Plaintiffs must allege that the Foreign Defendants exercised direction or control over an in-forum co-conspirator in relation to the alleged in-forum activity. Likewise, Plaintiffs again make no effort to plausibly allege the required direction or control. Each of these failings is fatal to Plaintiffs’ reliance on New York’s long-arm statute. 2. Plaintiffs Cannot Establish Conspiracy Jurisdiction Under FRCP 4(k)(2) or 4(k)(1)(C). Like the New York long-arm statute, federal common law requires allegations consistent with traditional principles of agency before an in-forum co-conspirator’s conduct can be imputed to a foreign defendant. See In re Aluminum Warehousing Antitrust Litig., 90 F. Supp. 3d at 227 (rejecting conspiracy theory of jurisdiction under 4(k)(1)(C) and 4(k)(2)). 31 As to Rule 4(k)(2), 32 29 “To plead a valid cause of action for conspiracy under New York law, a plaintiff must allege the primary tort and four elements: (a) a corrupt agreement between two or more persons, (b) an overt act in furtherance of the agree- ment, (c) the parties’ intentional participation in the furtherance of a plan or purpose, and (d) the resulting damage or injury.” In re Terrorist Attacks on Sept. 11, 2001, 349 F. Supp. 2d at 805. A “bland assertion” of a conspiracy is insufficient to establish personal jurisdiction under New York’s long-arm statute. World Skating Fed’n v. Int’l Skat- ing Union, 357 F. Supp. 2d 661, 665 (S.D.N.Y. 2005) (quoting Lehigh Valley Indus., Inc. v. Lehigh Colonial Corp., 527 F.2d 87, 93-94 (2d Cir. 1975)). 30 To the extent that Plaintiffs rely on the New York long-arm statute to establish personal jurisdiction (even where the cause of action is a federal statute such as the Clayton Act), the relevant contacts are those that Defendants had with that state, not the United States as a whole. See LIBOR IV, 2015 WL 6243526, at *22; see also Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50, 60 (2d Cir. 2012) (relying on New York law to interpret New York’s long-arm statute in a case involving claims brought under the Anti-Terrorism Act, 18 U.S.C. § 233(a) and the Alien Tort Statute, 28 U.S.C. § 1350); L.H. Carbide Corp. v. Piece Maker Co., 852 F. Supp. 1425, 1431 (N.D. Ind. 1994) (“[I]mplicit in the newly amended Rule, is the notion that a federal district court is still to look to the long-arm statute of the state in which it sits, pursuant to Rule 4, in order to assert personal jurisdiction over a non- resident defendant in cases that arise under federal law, i.e., non-diversity cases, where Congress has not enacted a personal jurisdiction statute specifically for the federally created cause of action.”). Here, however, the Court need not make such a distinction as Plaintiffs have failed to plausibly allege personal jurisdiction over the Foreign De- fendants either way. 31 See also Davis v. A & J Elec., 792 F.2d 74, 76 (7th Cir. 1986) (interpreting former Rule 4(e), the predecessor to Rule 4(k), and finding “there is not . . . an independent federal ‘civil co-conspirator’ theory of personal jurisdic- tion”); In re Platinum & Palladium, 2017 WL 1169626, at *49 (agreeing with In re Aluminum in dicta that “[c]ourts have been increasingly reluctant to extend this theory of jurisdiction beyond the context of New York’s long-arm statute.”); Tymoshenko v. Firtash, 2013 WL 1234943, at *4-5 (S.D.N.Y. Mar. 27, 2013) (rejecting conspiracy juris- diction under Rule 4(k)(2)); see also In re New Motor Vehicles Canadian Export Antitrust Litig., 307 F. Supp. 2d 145, 158 (D. Me. 2004) (“I do not believe that the First Circuit would recognize a conspiracy theory of personal jurisdiction, whereby jurisdiction can be obtained over nonresident defendants based upon the jurisdictional contacts of co-conspirators.”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 37 of 58 - 28 - the “certainly nebulous ‘conspiracy jurisdiction’ doctrine” under federal common law has been rejected by courts for two reasons. 33 Id. Courts have declined to extend the reach of these rules because doing so “could potentially extend jurisdiction beyond that which Congress intended[,]” and “[i]f Congress had wanted such a general exception, it could have so legislated.” Id. This reasoning applies with equal force to Rule 4(k)(1)(C). 34 The Clayton Act’s requirement that a plaintiff satisfy the venue requirement to establish jurisdiction thereunder poses an additional impediment to Plaintiffs’ attempt to extend the bounds of personal jurisdiction. See Daniel v. Am. Bd. of Emergency Med., 428 F.3d 408, 423- 25 (2d Cir. 2005). Under Supreme Court and Second Circuit law, venue cannot be established vicariously. Bankers Life & Cas. Co., 346 U.S. at 384 (rejecting the “frivolous albeit ingenious” argument of vicarious conspiracy venue); accord Bertha Bldg. Corp., 248 F.2d at 836. III. FOREIGN DEFENDANTS DID NOT CONSENT TO JURISDICTION. SIBOR I held that Foreign Defendants did not consent to general jurisdiction by register- ing with the New York State Department of Financial Services (“NYSDFS”) pursuant to New York Banking Law § 200. 35 2017 WL 3600425, at *3-4 (“This argument fails . . . . By its ex- 32 Rule 4(k)(2) provides: “For a claim that arises under federal law, serving a summons or filing a waiver of service establishes personal jurisdiction over a defendant if: (A) the defendant is not subject to jurisdiction in any state’s courts of general jurisdiction; and (B) exercising jurisdiction is consistent with the United States Constitution and laws.” Fed. R. Civ. P. 4(k)(2). 33 In any event, Plaintiffs cannot avail themselves of Rule 4(k)(2) because they have not satisfied the plain terms of this rule. For claims arising under federal law, Rule 4(k)(2) contemplates a potential basis for personal jurisdiction over a defendant only when “the defendant is not subject to jurisdiction in any state’s courts of general jurisdiction.” Fed. R. Civ. P. 4(k)(2)(A). District courts within this circuit have imposed on plaintiffs the initial burden to certify that the defendants over which personal jurisdiction purportedly exists pursuant to Rule 4(k)(2) are not subject to jurisdiction in any particular state forum. See, e.g., 7 W. 57th St., 2015 WL 1514539, at *13. Plaintiffs have made no such certification here - and, in fact, continue to allege in the SAC that Defendants are subject to personal ju- risdiction in New York - and therefore have failed to satisfy a prerequisite for personal jurisdiction under Rule 4(k)(2). 34 Fed. R. Civ. P. 4(k)(1)(C) provides: “Serving a summons or filing a waiver of service establishes personal juris- diction over a defendant . . . (C) when authorized by a federal statute.” 35 Plaintiffs have previously conceded that Foreign Defendants are not subject to general jurisdiction because none of the Foreign Defendants is “essentially at home” in New York or the United States. See SIBOR I, 2017 WL Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 38 of 58 - 29 - press terms, this statute limits a foreign bank’s consent to suits arising out of a transaction with its New York agency or agencies or branch or branches, and is thus relevant only to specific ju- risdiction, not general jurisdiction.”). Nothing in the SAC supports revisiting that ruling.36 In addition, Plaintiffs’ claims that certain Foreign Defendants consented to general jurisdiction in New York by registering to do business in Pennsylvania or Connecticut also fail because regis- tration under those statutes does not amount to consent to general jurisdiction and, even if it did, registration in one state cannot confer general jurisdiction in another state. A. Barclays Bank PLC, The Royal Bank of Scotland plc, and UBS AG Did Not Consent to Jurisdiction in New York by Registering in Pennsylvania. Plaintiffs once again allege that three Foreign Defendants - Barclays Bank PLC, the Royal Bank of Scotland Group plc, and UBS AG - consented to jurisdiction in New York be- cause they registered to do business in Pennsylvania under 15 Pa. Stat. and Cons. Stat. Ann. § 4124. SAC ¶ 79. As in their FAC, Plaintiffs’ claim is again deficient here for two reasons. First, even if it were true that registering under the Pennsylvania statute amounted to consent to general jurisdiction in Pennsylvania, it would not subject any Defendant to jurisdiction here in New York. See Brown v. Lockheed Martin Corp., 814 F.3d 619, 629-30 (2d Cir. 2016) (defend- ants’ amenability to general jurisdiction in Maryland was irrelevant to whether Defendant was amenable to jurisdiction in Connecticut). Second, such an interpretation of the Pennsylvania statute would violate Foreign Defendants’ rights under the due process clause and would consti- 3600425, at *3; Pls.’ PJ Opp. Br. at 6. 36 To the extent Plaintiffs still maintain that certain Foreign Defendants consented to general jurisdiction by register- ing with the NYSDFS, Foreign Defendants incorporate by reference their prior arguments on this issue. See Defs.’ PJ Br. at 9-13 (Dkt. No. 145); Defs.’ PJ Reply Br. at 2-7 (Dkt. No. 185). To the extent that Plaintiffs claim that For- eign Defendants consented to specific jurisdiction by registering with the NYSDFS, that theory fails for the reasons set forth in Part I. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 39 of 58 - 30 - tute an unconstitutional condition. 37 As the Second Circuit held in Gucci Am., Inc. v. Weixing Li, 768 F.3d 122 (2d Cir. 2014), the mere presence of a local branch in the forum does not subject that foreign bank to general jurisdiction. 768 F.3d at 135; see also Motorola Credit Corp. v. Uzan, 132 F. Supp. 3d 518, 521 (S.D.N.Y. 2015) (“Gucci stands for the proposition that mere operation of a branch office in a forum - and satisfaction of any attendant licensing require- ments - is not constitutionally sufficient to establish general jurisdiction.”). Plaintiffs’ interpre- tation of the Pennsylvania statute would also violate the unconstitutional condition doctrine by requiring Foreign Defendants to surrender their constitutional rights (i.e., the due process rights guaranteed under Daimler and Gucci) to receive a government benefit (i.e., the privilege of reg- istering a bank in Pennsylvania). See Koontz v. St. Johns River Water Mgmt. Dist., 133 S. Ct. 2586, 2594 (2013). And it would violate the Dormant Commerce Clause.38 Even if Plaintiffs’ construction of the Pennsylvania statute were a “reasonable” one, which it is not, it should be 37 While a court in the Eastern District of Pennsylvania held that a foreign corporation does consent to general per- sonal jurisdiction by registering in the state under 42 Pa. Stat. and Cons. Stat. Ann. § 5301 because Pennsylvania’s registration statute specifically advises the registrant that registering to do business in the state “will subject a corpo- ration to general personal jurisdiction,” Bors v. Johnson & Johnson, 2016 WL 5172816, at *4 (E.D. Pa. Sept. 20, 2016), that decision has no bearing on the constitutional question here. Bors relied on a Third Circuit decision that has been called into question by Daimler, see AstraZeneca AB v. Mylan Pharms., Inc., 72 F. Supp. 3d 549 (D. Del. 2014), and, in any event, is contrary to Brown, the controlling precedent here. See Menowitz v. Brown, 991 F.2d 36, 40 (2d Cir. 1993) (“[T]he federal circuit courts are under duties to arrive at their own determinations of the merits of federal questions presented to them; ‘[i]f a federal court simply accepts the interpretation of another circuit without [independently] addressing the merits, it is not doing its job.’” (quoting In re Korean Air Lines Disaster of Sept. 1, 1983, 829 F.2d 1171, 1175 (D.C. Cir. 1987)); see also Chew, 143 F.3d at 30 (“[W]e are at liberty to decide for our- selves what the Due Process Clause requires to sustain personal jurisdiction.”). In Brown, the Second Circuit ex- pressly reserved judgment as to whether a registration statute that includes express language requiring a corporation to consent to general jurisdiction would be consistent with due process. 814 F.3d at 638-39. For the reasons de- scribed above, the Pennsylvania registration statute is not applicable to the analysis here. 38 At least one Court has held that consent-based registration was unconstitutional because it violated the Dormant Commerce Clause. See In re Syngenta AG MIR 162 Corn Litig., 2016 WL 2866166, at *6 (D. Kan. May 17, 2016). That reasoning, based upon Supreme Court precedent, applies equally here because a statute that “compels every foreign interstate carrier to submit to suit there as a condition of maintaining a soliciting agent within the state” would “impose[] upon interstate commerce a serious and unreasonable burden” and therefore violate the Commerce Clause. Davis v. Farmers’ Co-op. Equity Co., 262 U.S. 312, 315 (1923). Plaintiffs’ interpretation of the Pennsyl- vania statute similarly would violate the Commerce Clause, a possibility recognized in Brown. See 814 F.3d at 626. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 40 of 58 - 31 - rejected in order to “avoid[] the constitutional issue.” Legal Servs. Corp. v. Velazquez, 531 U.S. 533, 545 (2001). B. The Royal Bank of Scotland plc and UBS AG Did Not Consent to Personal Jurisdiction in the United States by Registering in Connecticut. Plaintiffs now also allege that the Royal Bank of Scotland plc and UBS AG consented to general jurisdiction in the United States by registering with the Connecticut Department of Bank- ing under Conn. Gen. Stat. § 36a-428g. SAC ¶ 79. These allegations also fail. First, for the rea- sons set forth above in Part II.A, registration in Connecticut cannot provide jurisdiction in New York. Second, the Second Circuit already explicitly rejected Plaintiffs’ reading of this statute in Brown. There, the Second Circuit held that Connecticut’s registration statute, Conn. Gen. Stat. § 33-920, does not constitute a corporation’s consent to the general jurisdiction of Connecticut courts. Brown, 814 F.3d at 633, 641. The statute Plaintiffs cite to here incorporates this same provision. See Conn. Gen. Stat. § 36a-428g(c) (stating that foreign banks who register are deemed to “transact business” in the state for the purposes of § 33-920); see also SIBOR I, 2017 WL 3600425, at *4 (interpreting such statutes “to confer general jurisdiction would ‘risk unrav- elling the jurisdictional structure envisioned in Daimler and Goodyear based only on a slender inference of consent pulled from routine bureaucratic measures that were largely designed for another purpose entirely’” (quoting Brown, 814 F.3d at 639)). Third, even if there was an open statutory question (and there is not), the assertion of jurisdiction on this statute would offend the Constitution. See supra Part III.A. IV. DEUTSCHE BANK AG DID NOT CONSENT TO PERSONAL JURISDICTION THROUGH ITS ISDA AGREEMENT WITH FRONTPOINT. Plaintiffs again allege that Deutsche Bank AG consented to jurisdiction in New York by entering into an ISDA Master Agreement with FrontPoint that contains a forum selection clause. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 41 of 58 - 32 - SAC ¶¶ 53-57. SIBOR I held that this allegation was insufficient because: (i) “FrontPoint does not allege the precise language of the forum selection clause”; (ii) “FrontPoint alleges that it en- tered into at least 24 swap transactions with Deutsche Bank . . . [but] it does not allege that those transactions were made pursuant to the ISDA Master Agreement”; and (iii) “even assuming that the forum selection clause applied, it is unclear whether it applies to all of FrontPoint’s claims, or only to those sounding in contract and quasi-contract.” 2017 WL 3600425, at *8. Plaintiffs have now provided the Court with the language of the forum selection clause, but otherwise their alle- gations remain insufficient. The SAC does not adequately allege that the swap transactions with Deutsche Bank AG were made pursuant to the ISDA Master Agreement. FrontPoint’s descriptions of these alleged transactions remain generalized and vague. See SAC ¶ 55. FrontPoint has once more “failed to allege any specific facts regarding the individual contracts it entered into . . . [I]t does not identi- fy the dates of those transactions, who the counterparties were, the value of the swap, or any of the terms and conditions.” SIBOR I, 2017 WL 3600425, at *15. This failure is dispositive be- cause a forum selection clause in an ISDA Master Agreement does not provide consent to juris- diction in any and all disputes between the contracting parties, but rather only those “arising out of or in connection with” the agreement. See Sullivan, 2017 WL 685570, at *39 (“Because [Plaintiff] has not alleged that its claims against [Defendant] relate to the [ISDA Master Agree- ment], the agreement does not confer personal jurisdiction over [Defendant].”); LIBOR IV, 2015 WL 6243526, at *34 (holding that ISDA forum selection clauses provide consent to “claims brought against counterparties in their capacity as counterparties” when the claim “relate[s] to the particular contractual relationship”). Moreover, Deutsche Bank would be subject to jurisdic- tion for claims relating to the ISDA Master Agreement only if the “language in [trade] confirma- Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 42 of 58 - 33 - tions” pertaining to the transactions at issue actually referenced the governing ISDA Master Agreement, and the trade confirmations did not contain an overriding forum selection provision. Indosuez Int’l Fin. B.V. v. Nat’l Reserve Bank, 98 N.Y.2d 238, 242-43, 247 (2002). As SIBOR I recognized, without any allegations concerning the trade confirmations relating to the alleged transactions, “the relationship between FrontPoint’s trading with Deutsche Bank and the ISDA Master Agreement containing the forum selection clause remains unclear.”39 2017 WL 3600425, at *8. This is fatal to FrontPoint’s assertion of personal jurisdiction. Moreover, FrontPoint has not alleged any connection at all (causal or otherwise) between the alleged manipulation of SIBOR or SOR and the alleged transactions with Deutsche Bank AG. FrontPoint alleges only that the “transactions occurred during the period that MAS found that Deutsche Bank and the other Defendants were manipulating SIBOR and SOR”40 and that these transactions “were priced based on these rates.” SAC ¶¶ 55-56. But these allegations re- main conclusory, and FrontPoint has still not “alleged with any degree of specificity” how the allegedly manipulative conduct of Deutsche Bank (or any other Defendant) affected these trans- actions. SIBOR I, 2017 WL 3600425, at *15. Without such a connection, the forum selection clause cannot serve as a basis for personal jurisdiction over FrontPoint’s claims against Deutsche Bank. See Chew, 143 F.3d at 29 (holding that defendants “will be subject to suit in that state on- ly if the plaintiff’s injury was proximately caused by those contacts”); AVRA Surgical Robotics, Inc. v. Gombert, 41 F. Supp. 3d 350, 359 (S.D.N.Y. 2014) (“[A]ll the relevant alleged conduct occurred thousands of miles away in Germany,” and “[t]o the extent that [defendant] did transact 39 FrontPoint now acknowledges in its amended pleading that swap dealers send customers trade confirmations that “specif[y] the material terms of the deal,” but it still does not attach to the SAC any trade confirmations for its al- leged transactions with Deutsche Bank, nor does it quote from any in the Complaint. See SAC ¶ 68; Merits Br. at Part V. 40 As set forth in Defendants’ Merits Brief, and contrary to Plaintiffs’ mischaracterization, MAS did not find that Deutsche Bank or any other Defendant successfully manipulated SIBOR or SOR. Merits Br. at Background, Part B. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 43 of 58 - 34 - business in New York . . . the complaint does not establish how, if at all, these activities relate - much less substantially relate - to the cause of action pled.”). Finally, even if FrontPoint had adequately alleged that the forum selection cause applies to specific transactions with a substantial nexus to the alleged manipulation of SIBOR and SOR, Deutsche Bank AG’s consent to personal jurisdiction would be limited to claims stemming from the contract and would not extend to FrontPoint’s federal antitrust or RICO claims. See LIBOR VI, 2016 WL 7378980, at *12 (S.D.N.Y. Dec. 20, 2016) (“[W]e will not uphold jurisdiction over a counterparty for antitrust claims simply on the basis of a forum selection clause . . . .”); LIBOR IV, 2015 WL 6243526, at *34 (not “all claims against a counterparty may be brought in a con- tractually selected forum”); Arma v. Buyseasons, Inc., 591 F. Supp. 2d 637, 645 (S.D.N.Y. 2008) (“Where, as in the present action, the rights being asserted do not originate from the contract containing the forum selection clause, the clause does not apply.”). Additionally, because the ISDA Master Agreement was entered into on January 20, 2010, it cannot provide a basis for per- sonal jurisdiction over any contract claims arising before that date.41 V. FEDERAL STATUTES PROVIDING FOR NATIONWIDE SERVICE OF PROCESS DO NOT ESTABLISH PERSONAL JURISDICTION. Relying upon nationwide service of process provisions in the federal antitrust laws and the federal RICO statute, the SAC alleges personal jurisdiction based on the Foreign Defendants’ 41 Deutsche Bank AG has not consented to jurisdiction with respect to any of the claims of Sonterra or the other pu- tative class members, as none of their claims stems from the ISDA Master Agreement between Deutsche Bank AG and FrontPoint. In re Foreign Exchange Benchmark Rates Antitrust Litig., 2016 WL 1268267, at *3 (Mar. 31, 2016) (“ISDA agreements confer a contractual right to the counterparties to those agreements[.]”); see also Dale v. Banque SCS All. S.A., 2004 WL 2389894, at *5 (S.D.N.Y. Oct. 22, 2004) (“[T]he forum selection clause . . . cannot be construed reasonably as blanket consent by [the defendant] to be subject to personal jurisdiction in New York in any action brought against it by a person who is not a party to the . . . agreement.”); Arnold v. Goldstar Fin. Sys., Inc., 2002 WL 1941546, at *3 (N.D. Ill. Aug. 22, 2002) (“The personal jurisdiction analysis therefore must be plain- tiff-specific.”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 44 of 58 - 35 - contacts with any part of the United States, rather than just New York. 42 In SIBOR I, this Court assumed, without holding, that a nationwide contacts analysis applies. 2017 WL 3600425, at *5 n.2. Here again, this Court need not address the question because Plaintiffs still fail to plausibly allege the presence of suit-related contacts anywhere in the United States. See supra Part I. 43 If the Court reaches this issue, it is an open question in the Second Circuit whether per- sonal jurisdiction under federal statutes authorizing nationwide service of process should be ana- lyzed based upon contacts with the United States as a whole or based on contacts with the specif- ic forum, here New York. See Gucci, 768 F.3d at 142 n.21. 44 Because a nationwide contacts approach violates due process, 45 this Court should reject it. A. Due Process Precludes a Nationwide Contacts Approach. While the Second Circuit has reserved judgment on this issue, the Supreme Court’s focus in Daimler on due process as a matter of fundamental fairness and reasonableness to the defend- ant compels the rejection of the nationwide contacts approach as inconsistent with due process and militates in favor of analyzing contacts with the specific forum. 134 S. Ct. at 761-62 (Such “exorbitant exercises of all-purpose jurisdiction would scarcely permit out-of-state defendants to 42 Section 12 of the Clayton Act provides: “Any suit, action, or proceeding under the antitrust laws against a corpo- ration may be brought not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found or transacts business; and all process in such cases may be served in the district of which it is an in- habitant, or wherever it may be found.” 15 U.S.C. § 22. The RICO statute provides: “Any civil action or proceeding under this chapter against any person may be instituted in the district court of the United States for any district in which such person resides, is found, has an agent, or transacts his affairs.” 18 U.S.C. § 1965(a). 43 See Sullivan, 2017 WL 685570, at *45-49 (no specific jurisdiction over defendants, even under a nationwide con- tacts analysis, where plaintiffs had failed to allege minimum contacts between defendants and the United States). 44 The Supreme Court has not yet addressed the issue. See Omni Capital Int’l, Ltd. v. Rudolf Wolff & Co., 484 U.S. 97, 102 n.5 (1987) (noting that the court need not address national contacts theory); Asahi Metal Indus. Co. v. Supe- rior Ct., 480 U.S. 102, 113 n.* (1987) (same); see also Peter Hay et al., CONFLICT OF LAWS § 10.2, at 480 (5th ed. 2010) (“The Supreme Court has thrice brushed by the question of Fifth Amendment limitations . . . .”). 45 Plaintiffs’ failure to sufficiently allege their antitrust and RICO claims (see Merits Br. at Parts III, IV) also pre- cludes application of the nationwide service of process provisions. See ONY, Inc. v. Cornerstone Therapeutics, Inc., 720 F.3d 490, 498 n.6 (2d Cir. 2013) (courts may consider the merits of a claim prior to ruling on personal jurisdic- tion); LIBOR IV, 2015 WL 6243526, at *24 (declining to assess jurisdiction under nationwide service provisions where claims failed on merits); 7 W. 57th Street Realty Co., LLC, 2015 WL 1514539, at *7 n.2 (same). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 45 of 58 - 36 - structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit.”). Decisions applying a “national contacts” due process test apply an antiquated, sovereign- ty-based approach.46 These cases typically reason that where a federal statute authorizes nation- wide service: (i) the relevant sovereign enacting the statute is the United States; (ii) the relevant forum is therefore the United States as a whole; and (iii) as a matter of sovereignty, due process can be satisfied by contacts with the United States as a whole. See, e.g., SEC v. Softpoint, Inc., 2001 WL 43611, at *5 (S.D.N.Y. Jan. 18, 2001); In re Oil Spill by Amoco Cadiz off the Coast of France on Mar. 16, 1978, 954 F.2d 1279, 1294 (7th Cir. 1992) (“The requirement of minimum contacts is intended to ensure that the sovereign possesses a legitimate claim to assert power over the defendant.”). Daimler rejects that reasoning, holding that cases analyzing due process only as a matter of sovereignty are no longer good law. 134 S. Ct. at 753-58. Indeed, Daimler recog- nizes that due process does not focus on the sovereign’s authority alone - be it a state or federal government - and Softpoint (and decisions like it) cannot be reconciled with Daimler. Modern due process requires courts to also consider fundamental fairness to defendants, as evidenced by the Supreme Court’s concern in Daimler that “exorbitant exercises of all-purpose jurisdiction would scarcely permit out-of-state defendants ‘to structure their primary conduct with some min- imum assurance as to where that conduct will and will not render them liable to suit.’” Daimler, 134 S. Ct. at 761-62 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1981)); see 46 Prior to Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945), the notion that “every [s]tate possesses exclusive ju- risdiction and sovereignty over persons and property within its territory” was the guiding principle for courts’ adju- dicatory authority. Pennoyer v. Neff, 95 U.S. 714, 722 (1877). Under modern jurisprudence, the due process analy- sis focuses not just on the power of the sovereign but also the defendant’s expectations. Thus, Court must now con- sider whether the defendant “purposefully directed [conduct] toward the forum State.” Asahi Metal Indus. Co. v. Superior Court of California, Solano Cty., 480 U.S. 102, 112 (1987). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 46 of 58 - 37 - also Walden, 134 S. Ct. at 1125 n.9 (“minimum contacts” inquiry exists principally to protect “the liberty of the nonresident defendant”). There is no logical basis to conclude that a defendant’s liberty interests are less important under the Fifth Amendment than the Fourteenth. Sullivan, 2017 WL 685570, at *42 (“In deter- mining whether a party’s national contacts establish federal jurisdiction, it must be shown that jurisdiction satisfies the Fifth Amendment due process standard. Because the language of the Fifth Amendment’s due process clause is identical to that of the Fourteen Amendment’s due pro- cess clause, the same general principles guide the minimum contacts analysis.”); 47 Waldman, 835 F.3d at 329-31. The due process analysis consistent with the Supreme Court’s most recent cases permits the assertion of personal jurisdiction only when defendants have sufficient contacts, ei- ther general or specific, with the forum where suit was brought - here, New York. 48 See Re- public of Panama v. BCCI Holdings (Luxembourg) S.A., 119 F.3d 935, 945 (11th Cir. 1997) (“We discern no reason why these constitutional notions of ‘fairness’ and ‘reasonableness’ should be discarded completely when jurisdiction is asserted under a federal statute rather than a state long-arm statute.”). 47 Although Sullivan applied a nationwide contacts approach, the parties there had not “addressed the relationship between the venue provision and the service of process provision, and defendants [had] not challenged this District’s venue.” 2017 WL 685570, at *42; see also Daniel, 428 F.3d at 423 (acknowledging “invocation of the nationwide service clause rests on satisfying the venue provision…. without ourselves deciding the issue”). Plaintiffs here do not meet the statutory venue requirements. See infra Part VI. The court in Sullivan also did not reach the question of whether or not the exercise of jurisdiction over defendants was consistent with due process, as it held that plain- tiffs had failed to adequately allege minimum contacts between defendants and the forum. See Sullivan, 2017 WL 685570, at *45-49. 48 For example, under Plaintiffs’ “national contacts” personal jurisdiction approach, a plaintiff could bring a RICO claim (or another federal claim with a nationwide service of process provision) in California (or any other federal forum) against a company with its principal place of business and incorporated in New York, even if all of the suit- related conduct occurred outside of the United States. Defendants submit that Daimler does not permit such an “ex- orbitant” exercise of personal jurisdiction. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 47 of 58 - 38 - B. A Nationwide Contacts Approach Cannot Save Plaintiffs’ State Law Claims Because Personal Jurisdiction Is Examined on a Claim-by-Claim Basis. Even if a nationwide contacts test applied to Plaintiffs’ federal antitrust and RICO claims, Plaintiffs cannot bootstrap personal jurisdiction for state law claims based on any federal stat- ute’s jurisdiction provisions. Sunward Elec., Inc. v. McDonald, 362 F.3d 17, 24 (2d Cir. 2004) (“A plaintiff must establish the court’s jurisdiction with respect to each claim asserted.”).49 Thus, any analysis of jurisdiction with respect to Plaintiffs’ state law breach of implied covenant claims must focus only upon contacts with New York. VI. BECAUSE THERE IS NO VENUE, THERE CANNOT BE PERSONAL JURISDICTION UNDER THE CLAYTON ACT OVER FOREIGN DEFENDANTS WHO ARE NOT FOUND AND DO NOT TRANSACT SUBSTANTIAL BUSINESS IN THIS DISTRICT. In SIBOR I, this Court declined to consider whether venue was proper because Plaintiffs had failed to establish personal jurisdiction. 2017 WL 3600425, at *8 n.4. Because Plaintiffs fail to cure these jurisdictional deficiencies in the SAC, the Court need not reach that question now. But if the Court were to reach the question, venue is lacking. Within the Second Circuit, for a plaintiff to rely on the nationwide service provision of the Clayton Act, 15 U.S.C. § 22, it must first satisfy the Act’s venue provision. Daniel, 428 F.3d at 424-25. As to the Venue Defendants, Plaintiffs have not established that venue is proper. Un- der Daniel, Plaintiffs also cannot establish personal jurisdiction over the Venue Defendants by means of the Clayton Act. This provides an independent basis for dismissal of these claims. 49 See also LIBOR IV, 2015 WL 6243526, at *27; First Capital Asset Mgmt., Inc. v. Brickellbush, Inc., 218 F. Supp. 2d 369, 397 (S.D.N.Y. 2002) (“plaintiff . . . must secure personal jurisdiction over a defendant with respect to each claim asserted”); 4A CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND PROCEDURE § 1069.7, at 341 (4th ed. 2015) (“[I]t is important to remember that a plaintiff also must secure personal jurisdiction over a defendant with respect to each claim she asserts.”). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 48 of 58 - 39 - Under the Clayton Act, venue is proper in a district where a defendant is not “an inhabit- ant,” 50 only if the defendant can “be found or transacts business” there. 15 U.S.C. § 22. “[U]pon a challenge to the suitability of the venue, Plaintiff bears the burden of proving venue is proper.” Lowe v. Housing Works, Inc., 2013 WL 2248757, at *3 (S.D.N.Y. May 15, 2013). Plaintiffs have not met their burden to allege that Venue Defendants are “found” or “transact[] business” in the Southern District of New York. The phrase “transacts business” refers to “business of any substantial character,” meaning “some amount of business continuity and certainly more than a few isolated and peripheral contacts.” Gates v. Wilkinson, 2003 WL 21297296, at *1 (S.D.N.Y. June 4, 2003); see also Pincione v. D’Alfonso, 506 F. App’x 22, 24 (2d Cir. 2012). In declara- tions filed during the first round of briefing, Venue Defendants confirmed that they do not con- duct any substantial business in the Southern District of New York. 51 Plaintiffs’ SAC offers nothing to contest this fact. Accordingly, venue is improper under Section 12 of the Clayton Act in this action, and therefore so too is personal jurisdiction. See Daniel, 428 F.3d at 423. Plain- tiffs’ allegations of conspiracy do not affect that conclusion. See supra Part II.A. VII. CONSIDERATIONS OF FAIR PLAY, SUBSTANTIAL JUSTICE, AND INTERNATIONAL COMITY SUPPORT DISMISSAL. Even if Plaintiffs had alleged sufficient suit-related forum contacts with respect to each of the Foreign Defendants, due process requires the court to engage in an additional analysis to de- termine whether exercising jurisdiction “would comport with fair play and substantial justice.” 50 For a corporation, this means its place of incorporation. See, e.g., Expoconsul Int’l, Inc. v. A/E Sys., Inc., 711 F. Supp. 730, 732-33 (S.D.N.Y. 1989). 51 Decl. of W. Gougherty (Ex. T) at ¶ 5 (RBS Group PLC), ¶ 11 (RBS PLC), ¶ 17 (RBSSJ); Decl. of J. Connors (Ex. W) at ¶ 7 (UBS Japan); Decl. of B.M. Stoelinga & W.A. Brouwer (Ex. P) at ¶ 3 (ING Groep); Decl. of B.M. Stoe- linga & W.A. Brouwer (Ex. O) at ¶ 3 (ING Bank); Decl. of P. Gonsalves (Ex. C) at ¶¶ 5-8 (Barclays PLC); Decl. of P. Minor (Ex. H) at ¶¶ 5-11 (Credit Agricole S.A.); Decl. of D. Kläy (Ex. J) at ¶ 5 (Credit Suisse Group AG); Decl. of D. Bisseker (Ex. K) at ¶¶ 3-5 (Credit Suisse International); Decl. of M. Amey (Ex. V) at ¶ 4 (Standard Chartered PLC); Decl. of G. Fong (Ex. Y) at ¶ 4 (DBS Holdings Ltd.); Decl. of C.M. Ng (Ex. M) at ¶¶ 5-10 (The Hongkong and Shanghai Banking Corp. Limited); Decl. of M. Chambers (Ex. N) at ¶¶ 4-5 (HSBC Holdings plc); Decl. of M. Gummer (Ex. R) at ¶ 3 (Macquarie Group Ltd.). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 49 of 58 - 40 - Gucci, 768 F.3d at 137. “Relevant factors at this second step of the analysis may include: (1) the burden that the exercise of jurisdiction will impose on the defendant; (2) the interests of the fo- rum state in adjudicating the case; [and] (3) the plaintiff’s interest in obtaining convenient and effective relief.” Licci, 732 F.3d at 170. Also relevant is whether exercising jurisdiction threat- ens “international rapport.” See Daimler, 134 S. Ct. at 763. SIBOR I did not need to reach this issue because of the other fatal deficiencies in Plaintiffs’ jurisdictional allegations. Because those deficiencies persist in the SAC, there is no need to resolve this issue, but if it were neces- sary to reach this issue, it too would require dismissal. “Great care and reserve should be exercised when extending our notions of personal ju- risdiction into the international field.” Asahi, 480 U.S. at 115. “The unique burdens placed upon one who must defend oneself in a foreign legal system should have significant weight in as- sessing the reasonableness of stretching the long arm of personal jurisdiction over our national borders.” Id. at 114. In Daimler, the Supreme Court reaffirmed the continued need for great care when concerns of comity are involved by cautioning courts to avoid taking an overly expan- sive view of general jurisdiction. 134 S. Ct. at 762-63; see also Gucci, 768 F.3d at 135. Here, Plaintiffs ask the Court to exercise jurisdiction in New York over a group of For- eign Defendants based on allegations of manipulation of a foreign interest-rate benchmark that allegedly took place outside of New York and the United States. Declarations submitted by these Foreign Defendants in connection with the first round of briefing (and resubmitted here) conclusively refute the presence of any alleged misconduct in New York or the United States. Nothing in the SAC is to the contrary. Plaintiffs urge this Court to ignore these considerations and permit them to pursue claims against the Foreign Defendants for alleged manipulative conduct that occurred exclusively out- Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 50 of 58 - 41 - side of the United States and was not expressly aimed at the United States. This threat to inter- national comity provides an independent basis to reject extending personal jurisdiction over For- eign Defendants, particularly when examined in the context of Singapore’s interest in regulating conduct within its borders. Even if Plaintiffs had successfully amended the FAC to allege that one or more co- conspirators committed an overt act in New York or the United States (and again they have not), to allow them to assert jurisdiction over Foreign Defendants based on their disfavored theory of vicarious conspiracy jurisdiction would unreasonably burden and threaten the due process rights of Foreign Defendants. 52 Subjecting the Foreign Defendants to jurisdiction in the United States based on such attenuated contacts would not “merely be inconvenient”; it “would violate our basic sense of fair play and substantial justice - and deprive the defendants of the due process guaranteed by the Constitution.” Metro. Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 575 (2d Cir. 1996). VIII. JURISDICTIONAL DISCOVERY IS INAPPROPRIATE. Despite being given a third chance to plead their claims, Plaintiffs again have not made even a threshold showing of personal jurisdiction, and thus this Court should not grant Plaintiffs jurisdictional discovery. Koehler v. Bank of Bermuda Ltd., 101 F.3d 863, 866 (2d Cir. 1996); Laydon V, 2015 WL 1515358, at *7 (denying jurisdictional discovery where plaintiff failed to establish prima facie case and defendant declarations suggested discovery would not alter analy- sis). Plaintiffs concede Foreign Defendants are not “at home” in New York and, as outlined above, Plaintiffs have failed again, even with a variety of public sources and regulatory investi- 52 See Brown, 814 F.3d at 625 (“[C]onstitutional due process principles generally restrict the power of a state to en- dow its courts with personal jurisdiction over foreign corporate parties . . . with regard to matters not arising within the state.”); see also Laydon V, 2015 WL 1515358, at *6 (“personal jurisdiction . . . would not comport with notions of fair play and substantial justice” in Euroyen TIBOR conspiracy case where foreign defendant’s TIBOR submit- ters were located outside the United States). Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 51 of 58 - 42 - gations at their disposal, to provide plausible allegations supporting specific jurisdiction. See In re Aluminum Warehousing Antitrust Litig., 90 F. Supp. 3d at 239-40. Discovery under these cir- cumstances would be an inappropriate “jurisdictional mining expedition.” In re Platinum and Palladium, 2017 WL 1169626, at *50 (denying jurisdictional discovery where “[t]he only allega- tions that link any of the Foreign Defendants to New York are that they transacted in Platinum and Palladium Investments traded on NYNEX and other U.S.-based exchanges and markets.”); see also In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11-md-2262 (NRB) (S.D.N.Y. Dec. 23, 2015) (Dkt. No. 1267) (denying jurisdictional discovery where defendants provided declarations addressing the geographic location of the relevant benchmark rate submitter(s)). IX. THE COMPLAINT SHOULD BE DISMISSED WITHOUT LEAVE TO AMEND AND WITH PREJUDICE. Nearly six months after Plaintiffs received clear guidance from this Court at oral argu- ment as to what they needed to allege to establish personal jurisdiction, the jurisdictional defects of the SAC remain essentially the same as those in the FAC. Because Plaintiffs have come no closer to curing the grave jurisdictional defects present in their pleadings and their additional al- legations could have been made (but were not) in the FAC, there is no reason to think Plaintiffs could cure their jurisdictional allegations if they were given one more opportunity to amend. See Carpenter v. Republic of Chile, 2011 WL 2490947, at *4 (E.D.N.Y. June 22, 2011) (granting dismissal with prejudice where plaintiff “already enjoyed ample opportunity to supplement the Complaint’s jurisdictional allegations with affidavits and other submissions” but had still failed to “adduce more than the thinnest of jurisdictional facts”). Therefore, as to the Foreign Defend- ants, the case should be dismissed without leave to amend and with prejudice. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 52 of 58 - 43 - CONCLUSION For the foregoing reasons, all claims against the Foreign Defendants should be dismissed under Rule 12(b)(2) and/or (b)(3) without leave to amend and with prejudice. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 53 of 58 - 44 - Dated: New York, New York October 18, 2017 RESPECTFULLY SUBMITTED, /s/ Penny Shane . Penny Shane Corey Omer SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Fax: (212) 558-3588 shanep@sullcrom.com omerc@sullcrom.com Attorneys for Defendant Australia and New Zealand Banking Group, Ltd. /s/ Matthew J. Porpora . David H. Braff Yvonne S. Quinn Jeffrey T. Scott Matthew J. Porpora SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Fax: (212) 558-3588 braffd@sullcrom.com quinny@sullcrom.com scottj@sullcrom.com porporam@sullcrom.com Jonathan D. Schiller Leigh M. Nathanson Amos E. Friedland BOIES, SCHILLER & FLEXNER LLP 575 Lexington Avenue New York, New York 10022 Telephone: (212) 446-2388 Fax: (212) 446-2350 jschiller@bsfllp.com lnathanson@bsfllp.com afriedland@bsfllp.com Michael Brille Melissa Felder Zappala 5301 Wisconsin Avenue NW Washington, D.C. 20015 Telephone: (202) 274-9608 Fax: (202) 237-6131 mbrille@bsfllp.com mfelder@bsfllp.com Attorneys for Defendants Barclays PLC and Barclays Bank PLC Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 54 of 58 - 45 - /s/ Stephen J. Obie . Jayant W. Tambe Stephen J. Obie Kelly A. Carrero JONES DAY 250 Vesey Street New York, NY 10281 Telephone: (212) 326-3939 jtambe@jonesday.com sobie@jonesday.com kacarrero@jonesday.com Attorneys for Defendants BNP Paribas, S.A. /s/ David R. Gelfand . David R. Gelfand Mark D. Villaverde MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Telephone: (212) 530-5000 dgelfand@milbank.com mvillaverde@milbank.com Attorneys for Defendant Commerzbank AG /s/ Andrew W. Hammond . Andrew W. Hammond Kimberly A. Haviv WHITE & CASE 1155 Avenue of the Americas New York, New York 10036 Telephone: (212) 819-8200 Fax: (212) 354-8113 ahammond@whitecase.com khaviv@whitecase.com Darryl S. Lew 701 Thirteenth Street, NW Washington, D.C. 20005 Telephone: (202) 626-3600 Fax: (202) 639-9355 dlew@whitecase.com Attorneys for Defendants Crédit Agricole Cor- porate and Investment Bank and Crédit Agricole S.A. /s/ Joel Kurtzberg . Herbert S. Washer Elai Katz Joel Kurtzberg Jason M. Hall Adam S. Mintz CAHILL GORDON & REINDEL LLP 80 Pine Street New York, New York 10005 Telephone: (212) 701-3000 hwasher@cahill.com ekatz@cahill.com jkurtzberg@cahill.com jhall@cahill.com amintz@cahill.com Attorneys for Defendants Credit Suisse Group AG, Credit Suisse AG and Credit Suisse International Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 55 of 58 - 46 - /s/ Gary W. Kubek . Gary W. Kubek Erica S. Weisgerber DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 909-6000 Fax: (212) 909-6836 gwkubek@debevoise.com eweisgerber@debevoise.com Attorneys for Defendants DBS Bank Ltd. and DBS Group Holdings Ltd. /s/ Moses Silverman . Moses Silverman Aidan Synnott Jacob J. Taber PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Fax: (212) 757-3990 msilverman@paulweiss.com asynnott@paulweiss.com jtaber@paulweiss.com Attorneys for Defendant Deutsche Bank AG /s/ Lewis J. Liman . Lewis J. Liman CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Telephone: (212) 225-2000 Fax: (212) 225-3999 lliman@cgsh.com Nowell D. Bamberger CLEARY GOTTLIEB STEEN & HAMILTON LLP 2000 Pennsylvania Avenue, NW Washington, D.C. 20006 Telephone: (202) 974-1752 Fax: (202)-974-1999 nbamberger@cgsh.com Attorneys for Defendants The Hongkong and Shanghai Banking Corporation Limited and HSBC Holdings plc /s/ Karen P. Seymour . Karen P. Seymour SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Fax: (212) 558-3588 seymourk@sullcrom.com Amanda F. Davidoff 1700 New York Avenue, NW, Suite 700 Washington, D.C. 20006 Telephone: (202) 956-7500 Fax: (202) 293-6330 davidoffa@sullcrom.com Attorneys for Defendants ING Groep N.V. and ING Bank N.V. Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 56 of 58 - 47 - /s/ Christopher M. Paparella . Christopher M. Paparella Marc A. Weinstein Justin Ben-Asher HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 837-6000 Fax: (212) 422-4726 chris.paparella@hugheshubbard.com marc.weinstein@hugheshubbard.com justin.ben-asher@hugheshubbard.com Attorneys for Defendants Macquarie Bank Ltd. and Macquarie Group Ltd. /s/ C. Fairley Spillman . C. Fairley Spillman AKIN GUMP STRAUSS HAUER & FELD LLP 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036 Telephone: (202) 887-4409 Fax: (202) 887-4288 fspillman@akingump.com Nicholas C. Adams 580 California Street, Suite 1500 San Francisco, CA 94104 Telephone: (415) 765-9529 Fax: (415) 765-9501 nadams@akingump.com Attorneys for Defendant Oversea-Chinese Banking Corporation Ltd. /s/ Fraser L. Hunter, Jr. . Fraser L. Hunter, Jr. David S. Lesser Jamie S. Dycus WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 Telephone: (212) 230-8800 Fax: (212) 230-8888 fraser.hunter@wilmerhale.com david.lesser@wilmerhale.com jamie.dycus@wilmerhale.com Attorneys for Defendants The Royal Bank of Scotland Group plc, The Royal Bank of Scotland plc, and RBS Securities Japan Lim- ited /s/ Marc J. Gottridge . Marc J. Gottridge Lisa J. Fried Benjamin A. Fleming HOGAN LOVELLS US LLP 875 Third Avenue New York, New York 10022 Telephone: (212) 918-3000 Fax: (212) 918-3100 marc.gottridge@hoganlovells.com lisa.fried@hoganlovells.com benjamin.fleming@hoganlovells.com Attorneys for Defendants Standard Chartered Bank and Standard Chartered PLC Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 57 of 58 - 48 - /s/ Daryl A. Libow . Daryl A. Libow Christopher M. Viapiano Elizabeth A. Cassady SULLIVAN & CROMWELL LLP 1700 New York Avenue, N.W., Suite 700 Washington, D.C. 20006 Telephone: (202) 956-7500 Fax: (202) 956-6330 libowd@sullcrom.com viapianoc@sullcrom.com cassadye@sullcrom.com Attorneys for Defendant The Bank of Tokyo-Mitsubishi UFJ, Ltd. /s/ Peter Sullivan . Peter Sullivan Eric J. Stock Jefferson E. Bell GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 351-4000 psullivan@gibsondunn.com estock@gibsondunn.com jbell@gibsondunn.com Attorneys for Defendants UBS AG and UBS Securities Japan Co. Ltd. /s/ Dale C. Christensen, Jr. . Dale C. Christensen, Jr. Michael B. Weitman SEWARD & KISSEL LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 574-1200 Fax: (212) 480-8421 christensen@sewkis.com weitman@sewkis.com Attorneys for Defendant United Overseas Bank Limited Case 1:16-cv-05263-AKH Document 239 Filed 10/18/17 Page 58 of 58