Plaintiff‘s reading of the statute is at odds with its plain text, which confers federal jurisdiction when a civil suit to which ―any corporation organized under the laws of the United States [is] a party [] aris[es] out of transactions involving‖ foreign banking. 12 U.S.C. § 632. Given this clear language, many courts have rejected narrow readings of the Edge Act.

. See also CVF, 629 F.2d at 791-92 (“the central provision of the jurisdictional grant [in 12 U.S.C. § 632] is the necessity that the transaction in question be one ‘arising out of … international or foreign banking’”) (emphasis added)

As such, that provision is confined to subjects comparable to “transactions involving international or foreign banking, or banking in a dependency or insular possession of the United States.” 12 U.S.C. § 632; see Hall St. Assocs., LLC v. Mattel, Inc., 552 U.S. 576, 586 (2008) (noting that “when a statute sets out a series of specific items ending with a general term, that general term is confined to covering subjects comparable to the specifics it follows”). Indeed, courts have construed “other . . . financial operations” narrowly, limiting it to include the act of fund raising in some form.

Even if this Court considers Chevy Chase Bank’s underlying role as issuer in assessing whether the Edge Act applies, these Actions do not satisfy the Act’s requirement that the action arise “out of transactions involving international or foreign banking . . . or out of other international or foreign financial operations.” 12 U.S.C. § 632. The transactions here are not sufficiently tied to any international banking or international financial operations.

Case 1:13-cv-04018-NRB Document 57 Filed 08/08/13 Page 5 of 19 2 ARGUMENT I. THE EDGE ACT DOES NOT CONFER FEDERAL JURISDICTION OVER SALIX’S STATE-LAW ACTION Far more than “‘a scintilla of doubt’” exists “as to whether the transactions out of which [this] lawsuit arises are sufficiently international to meet the requirements of 12 U.S.C. § 632.” N.M. ex rel.

This action must be remanded to state court as Defendant has failed to meet its burden of establishing federal question jurisdiction under the Edge Act. 12 U.S.C. § 632 provides: Notwithstanding any other provision of law, all suits of a civil nature at common law or in equity to which any corporation organized under the laws of the United States shall be a party, arising out of transactions involving international or foreign banking, or banking in a dependency or insular possession of the United States, or out of other international or foreign financial operations, either directly or through the agency, ownership, or control of branches or local institutions in dependencies or insular possessions of the United States or in foreign countries, shall be deemed to arise under the laws of the United States, and the district courts of the United States shall have original jurisdiction of all such suits; and any defendant in any such suit may, at any time before the trial thereof, remove such suits from a State court into the district court of the United States for the proper district by following the procedure for the removal of causes

FRBNY has not attempted to show how limiting its ability to engage in such activities would interfere with a core federal function and thus has offered no possible basis for the immunity that it asks this Court to confer. A. FRBNY Cannot Overcome the Strong Presumption that It is Subject to State Fiduciary Duty Law FRBNY is subject to state law under 12 U.S.C. § 632 (“Section 632”), which provides that “all suits of a civil nature at common law or in equity to which any Federal Reserve bank shall be a party shall be deemed to arise under the laws of the United States.” If this statute did not subject FRBNY to state law, then it would be pointless.

tor and that English law should govern all of the claims since England has "the ---_..... _-- .....---......~ 4 The Edge Act provides: Notwithstanding any other provision of law, all suits of a civil nature at common law or in equity to which any corporation organized under the laws of the United States shall be a party, arising out of transactions involving international or foreign banking, ... or out of other international or foreign financial operations, either directly or through the agency, ownership, or control of branches or local institutions ... shall be deemed to arise under the laws of the United States, and the district courts of the United States shall have original jurisdiction of all such suits; and any defendant in any such suit may, at any time before the trial thereof, remove such suits from a State court into the district court of the United States for the proper district by following the procedure for removal of causes otherwise provided by law. 12 U.S.C. § 632. 12 Case 1:09-cv-10459-JSR Document 148 Filed 11/03/10 Page 12 of 16 most significant relationship to the occurrence and the parties.

POINTS AND AUTHORITIES ARGUMENT I. THE CASE MUST BE REMANDED BECAUSE THE EDGE ACT DOES NOT APPLY TO THIS LAWSUIT SINCE THERE IS NO LONGER A PARTY ORGANIZED UNDER THE LAWS OF THE UNITED STATES. PartnerWeekly and TSS Acquisition removed pursuant to the Edge Act, 12 U.S.C. § 632: Notwithstanding any other provision of law, all suits of a civil nature at common law or in equity to which any corporation organized under the laws of the United States shall be a party, arising out of transactions involving international or foreign banking, or banking in a dependency or insular possession of the United States, or out of other international or foreign financial operations, either directly or through the agency, ownership, or control of branches or local institutions in dependencies or insular possessions of the United States or in foreign countries, shall be deemed to arise under the laws of the United States, and the district courts of the United States shall have original jurisdiction of all such suits; and any defendant in any such suit may, at any time before the trial thereof, remove such suits from a State court into the district court of the United States for the proper district by following the procedure for the removal of causes otherwise

See Am. Int’l Grp. v. Bank of Am., 820 F.Supp.2d 555, 557-58 (S.D.N.Y. 2011) (finding federal jurisdiction over the claims in the California action on the basis of 12 U.S.C. § 632); Wyly v. Weiss, 697 F.3d 131, 140 (2d Cir. 2012) (“The preclusive effect of a federal court's judgment issued pursuant to its federal- question jurisdiction is governed by the federal common law of preclusion.”).