42 Because CEA section 2(h)(4) preserved the CFTC’s anti-manipulation authority over futures contracts, that authority does not fall within any of the exceptions to the CFTC’s exclusive jurisdiction referenced in section 2(a)(1)(A). 7 U.S.C. §§ 2(a)(1)(A), 2(h)(3)-(4)(2006). Case 2:13-cv-02093-TLN-DAD Document 44 Filed 12/16/13 Page 40 of 61 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 NOTICE OF MOTION AND MOTION TO DISMISS 24 futures contracts supersedes the regulatory authority of other agencies.

Memorandum of Understanding between FERC and the CFTC Regarding Information Sharing And Treatment Of Proprietary Trading And Other Information, attached as Exhibit A to the Shur Decl., at Preamble. Case 1:07-cv-01307-RJL Document 54 Filed 02/01/2008 Page 18 of 30 14 B. FERC’s Claims Of Jurisdiction Regarding The Alleged Connection Between The Futures Settlement Price And The Price of Natural Gas Are Irrelevant To This Declaratory Judgment As set out above and in Hunter’s moving papers, because natural gas futures trading is regulated by 7 U.S.C. § 2(a)(1)(A), whether such trading had an “effect” on physical natural gas is irrelevant to this declaratory judgment concerning FERC’s jurisdiction. FERC claims that it has “broad authority to sanction manipulative conduct where, as here, such conduct has a nexus to and significantly ‘affects’ jurisdictional sales.”

See SAC ~~683-688. However, by not even being able to join in the -17- Case 1:16-cv-05508-VSB Document 234 Filed 01/13/19 Page 26 of 40 Maxwells as Respondents, NF A rules were structured to truncate Plaintiffs' rights making it palatable for the Arbitrators to toss these meritorious cases premised on By-law Ill 0 rather than the more protective standard in 7 U.S.C. §2(a)(l)(B). Thus, a clear inference can and should be drawn that NF A applied its rules against the direct intent of Congress and the Commission, and therefore was acting in Bad Faith.

But the Court cannot ignore the equally well-established principles limiting piercing a corporate veil. Plaintiffs have not identified, nor has the Court located, any case in which corporate parents were held liable for the actions of their corporate subsidiaries under § 2(a)(1)(B). Rather, it appears that § 2(a)(1)(B) has been used as the doctrine of respondeat superior has traditionally been applied – to hold employers liable for the wrongs of their employees in certain situations. Case 1:07-cv-06377-SAS-HBP Document 67

See id. at 515. The court held that agency requires more than “mere ownership” by the parent of the subsidiary, as such allegations “lack [] in detail” and are insufficient to allege a principal-agent relationship under Section 2(a)(1)(B). Id. at 515-16. Thus, AMLP’s non-managing member interest in Amaranth Advisors and AGI’s one percent interest in AMLP cannot result in their liability under agency.

Rather, it appears that § 2(a)(1)(B) has been used as the doctrine of respondeat superior has traditionally been applied to hold employers liable for the wrongs of their employees in certain situations. Natural Gas I, 337 F. Supp. 2d at 515. Much like in Natural Gas I, however, the Court does not need to resolve the limits of Section 2(a)(1)(b) and whether it could support a vicarious liability claim sounding in veil piercing. As in that case, the court pursuant to Rule 8(a) dismissed the claims against the parent companies, solely on the basis of the fact that the complaint contained insufficient allegations to support any type of vicarious liability.

Therefore, there is no evidence to suggest that Comeau was in any way a privy ofPFG. Defense counsel's confusion concerning the CEA's broad vicarious liability provision under 7 U.S.C. §2(a)(l)(B) extends liability to FCM's for conduct of independent contractors who are non-privies, as well as privies. See In re Amaranth Nat.

These are clearinghouses or similar entities that enable the parties to a derivatives transaction to substitute the credit of the DCO for the credit of the parties to the swap. See 7 U.S.C. § 2(h)(2); Clearing Requirement Determina- tion Under Section 2(h) of the CEA, 77 Fed. Reg. 74,284 (Dec. 13, 2012).

In Chicago Mercantile Exchange v. SEC, 883 F.2d 537 (7th Cir. 1989), the Seventh Circuit dealt with the claimed intersection between the CFTC and SEC’s jurisdictions. The court found that even where a financial instrument is both a futures contract and a security—and thus apparently subject to the jurisdiction of both the CFTC and the SEC—the CFTC is “the sole regulator” because of the exclusivity provision of 7 U.S.C. § 2(a)(ii), which has no parallel in the enabling statute for the SEC. Id.

Id. § 722 (amending 7 U.S.C. § 2(i) to expressly apply the CEA to certain swap activities “outside the United States”). Congress’s decision to provide explicitly for an extraterritorial application of the CEA, but only in relation to certain swaps activity, is limited to its terms, and underscores that Congress did not alter Case 1:14-cv-09391-GHW Document 116 Filed 09/21/15 Page 41 of 61 33 the purely domestic reach of the CEA in all other respects.