and here the context makes clear that Congress “[a]ssuredly” intended to restore the conduct and effects tests for SEC actions under Section 10(b). First, as the Supreme Court in Morrison observed, the lower courts already “had jurisdiction under [pre-Dodd-Frank] 15 U.S.C. §78aa” over securities claims, even those alleging foreign transactions and foreign plaintiffs as in Morrison. Id. at 2877. Thus, if the Morrison domestic transaction test still applied to SEC enforcement actions, as Defendants contend, the absurd result would follow that in passing Section 929P(b)—contained in a provision of the Act entitled “Strengthening Enforcement by the Commission”—Congress changed nothing, notwithstanding clear intent to undo Morrison.6 Second, the legislative history confirms that Congress intended Section 929P(b) to override the Morrison presumption against Section 10(b)’s extraterritorial reach.

Since Broadcaster maintains its principal place of business in California and all of the alleged actions underlying the complaint substantially occurred in or emanated from California, the Central District of California would qualify as an appropriate venue under the statute. Further, in securities cases, 15 U.S.C. § 78aa instructs that venue is proper in the district “wherein the defendant is found or is an inhabitant or transacts business.” 15 U.S.C. § 78aa (2008).

Under the FCPA’s venue provision, each filing is an admission that this is “the district wherein any act or transaction constituting the violation occurred.” 15 U.S.C. § 78aa(a) (emphasis added). ARGUMENT Questions of fact are “inappropriate for resolution at the motion-to-dismiss stage.”

In this case, Gucci must demonstrate that the New York long-arm statute permits the exercise of jurisdiction. Although certain federal statutes create nationwide subpoena jurisdiction, see, e.g., 15 U.S.C. § 78aa; 18 U.S.C. § 1965(c), the Lanham Act does not authorize nationwide jurisdiction, either in respect of subpoenas or generally. See Canterbury Belts Ltd. v. Lane Walker Rudkin Ltd., 869 F.2d 34, 40 (2d Cir. 1989).

As to the Defendants sued on the Section 14(a) claim, Plaintiffs might attempt to rely upon the nationwide service of process provision in Section 27 of the Exchange Act to assert personal jurisdiction, including over the Delaware state law claims. See 15 U.S.C. § 78aa(a); Sec. Inv.

See 15 U.S.C. § 78aa(b). Accordingly, Defendants’ motion to dismiss should be denied.

Barclays Bank PLC, 898 F.2d 1148, 1154 (6th Cir. 1990) (“in the absence of some provision [of federal law] authorizing nationwide service of process, the district court’s power to exercise in personam jurisdiction is limited by . . . the [state’s] long-arm statute”) (citations and internal quotations omitted). Federal statutes that provide for nationwide service of process for certain types of actions include the Employee Retirement Income Security Act (see 29 U.S.C. § 1132(e)(2)); the Commodity Exchange Act (see 17 U.S.C. § 13a-1(e)); the Sherman Antitrust Act (see); the Securities and Exchange Act of 1934 (see 15 U.S.C. § 78aa(a)); and the Racketeer Influenced and Corrupt Organizations Act (“RICO”; see 18 U.S.C. § 1965(b)). In this respect, we note in particular that RICO expressly provides that a district court can exercise jurisdiction over (a) any person who “resides, is found, has an agent, or transacts his affairs” in the district (18 U.S.C. § 1965(a)); and (b) “other parties residing in any other district” where “it is shown that the interests of justice require that [they] be brought before the court” (18 U.S.C. § 1965(b)).

See, e.g., In re AES Corp. Sec. Litig., 11 For a partial list of Keyuan’s press releases in recent years, see http://finance.boston.com/boston/quote/news?CurrentPage=1&Limit=30&Symbol= 365%3A11391319&ChannelType=PRESSRELEASES Case 2:11-cv-09495-PSG-JCG Document 81 Filed 04/01/13 Page 25 of 28 Page ID #:1298 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19 Pls. Opp. To Def. Aichun Li’s Mot. to Dismiss-CV-11-09495-PSG (JCGx)` 240 F. Supp. 2d 557, 561 (E.D. Va. 2003) (explaining that in as securities fraud case, venue is proper nationwide under 15. U.S.C. §78aa if a company issued misleading press releases on a national newswire, because such press release are “intended to be read and relied upon by people even outside of the judicial district where [they are] issued”) (internal citations omitted). Third, because venue is proper for Keyuan and the other Defendants - indeed, none of the other Defendants have challenged venue in this district - venue is also proper for Li. Courts recognize the value of trying complex, multi-party securities cases coherently in a single venue. Towards that end, courts have widely adopted the “co-conspirator” theory for determining proper venue for securities suits involving multiple defendants. Securities Investor Protection Corp. v. Vigman, 764 F.2d 1309, 1317 (9th Cir. 1985) (“Under the co-conspirator venue theory, where an action is brought against multiple defendants alleging a common scheme of acts or transactions in violation of securities statutes, so long as venue is established for a

15 Plaintiffs also cite 15 U.S.C. § 78aa, which, similar to Section 1391(b), states that an action “may be brought in any such district or in the district wherein the defendant is found or is an inhabitant or transacts business.”

.9 Here, Plaintiffs' claims under sections 14(a) and 29(b) of the Exchange Act can only be brought in federal court. See 15 U.S.C. §78aa(a) ("The district courts of the United States … shall have exclusive jurisdiction of violations of the [Exchange Act] ….").