`Sonterra Capital Master Fund Ltd. v. UBS AG
`
`United States Court of Appeals
`for the Second Circuit
`
`
`
`
`
`
`
`August Term, 2019
`
`(Argued: February 5, 2020
`
`
`
`Decided: April 1, 2020)
`
`Docket No. 17-944-cv
`_____________________________________
`
`SONTERRA CAPITAL MASTER FUND LTD., CALIFORNIA STATE
`TEACHERS’ RETIREMENT SYSTEM, HAYMAN CAPITAL MASTER FUND,
`L.P., JAPAN MACRO OPPORTUNITIES MASTER FUND, L.P.,
`
`
`
`
`
`Plaintiffs-Appellants,
`
`v.
`
`UBS AG, UBS SECURITIES JAPAN CO., LTD., MIZUHO BANK, LTD.,
`SUMITOMO MITSUI TRUST BANK, LIMITED, FKA THE SUMITOMO TRUST
`& BANKING CO., LTD., THE NORINCHUKIN BANK, SUMITOMO MITSUI
`BANKING CORPORATION, RESONA BANK, LTD., MIZUHO CORPORATE
`BANK, LTD., MIZUHO TRUST & BANKING CO., LTD., THE SHOKO CHUKIN
`BANK, LTD., SHINKIN CENTRAL BANK, THE BANK OF YOKOHAMA, LTD.,
`SOCIETE GENERALE S.A., THE ROYAL BANK OF SCOTLAND GROUP PLC,
`THE ROYAL BANK OF SCOTLAND PLC, RBS SECURITIES JAPAN LIMITED,
`BARCLAYS BANK PLC, BARCLAYS CAPITAL INC., BARCLAYS PLC,
`COOPERATIEVE RABOBANK U.A., LLOYDS BANKING GROUP PLC,
`LLOYDS BANK PLC, ICAP PLC, ICAP EUROPE LIMITED, TULLETT PREBON
`PLC, BANK OF AMERICA CORPORATION, BANK OF AMERICA N.A.,
`SOCIETE GENERALE, RBS SECURITIES INC.,
`
`
`
`
`Defendants-Appellees,
`
`
`
`
`
`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
`29
`30
`31
`32
`33
`
`
`
`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
`29
`30
`31
`32
`33
`34
`
`CITIBANK, N.A., CITIGROUP INC., CITIBANK JAPAN LTD., CITIGROUP
`GLOBAL MARKETS JAPAN, INC., HSBC HOLDINGS PLC, HSBC BANK PLC,
`R.P. MARTIN HOLDINGS LIMITED, MARTIN BROKERS (UK) LTD, MERRILL
`LYNCH INTERNATIONAL, JOHN DOES 1–50, NATIONAL ASSOCIATION,
`THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MITSUBISHI UFJ TRUST AND
`BANKING CORPORATION, JPMORGAN CHASE & CO., JPMORGAN CHASE
`BANK, N.A., J.P. MORGAN SECURITIES PLC, DEUTSCHE BANK AG, DB
`GROUP SERVICES (UK) LIMITED, HBOS PLC,
`
`
`
`
`
`Defendants.*
`_____________________________________
`
`
`POOLER, LYNCH, AND PARK, Circuit Judges.
`
`Before:
`
`
`
`
`Plaintiffs, a group of investment funds, appeal an order of the United States
`District Court for the Southern District of New York (Daniels, J.) dismissing their
`Sherman Act, RICO Act, and common-law claims against Defendants, a collection
`of financial institutions, for lack of Article III standing. Plaintiffs argue that the
`district court erred in dismissing their complaint because they adequately pled
`that Defendants’ market manipulation caused them to trade derivatives at
`artificial prices, resulting in economic injury. On review, we agree that Plaintiffs
`alleged an injury in fact sufficient for Article III standing. REVERSED and
`REMANDED.
`
`
`ERIC F. CITRON, Goldstein & Russell, P.C.,
`Baltimore, MD, (Vincent Briganti, Geoffrey
`M. Horn, Peter D. St. Phillip, Jr., Lee J.
`Lefkowitz, and Christian Levis, on the brief),
`Lowey Dannenberg, P.C., White Plains, NY,
`(Patrick T. Egan, on the brief), Berman
`Tobacco, Boston, MA, (Joseph J. Tobacco, Jr.,
`on the brief), Berman Tobacco, San Francisco,
`CA, for Plaintiffs-Appellants.
`
`
`
`
`* The Clerk of the Court is respectfully directed to amend the caption of this matter as
`
`above.
`
`2
`
`
`
`1
`2
`3
`4
`5
`6
`7
`8
`9
`10
`11
`12
`13
`
`14
`
`DAVID SAPIR LESSER (Jamie Dycus, on the
`brief), Wilmer Cutler Pickering Hale and
`Dorr LLP, New York, NY, Ari Savitzky,
`Wilmer Cutler Pickering Hale and Dorr
`for Defendants-
`LLP, Washington, D.C.,
`Appellees The Royal Bank of Scotland plc, The
`Royal Bank of Scotland Group plc, RBS
`Securities Inc., and RBS Securities Japan
`Limited.
`
`Additional counsel listed in Appendix A.
`
`
`Park, Circuit Judge:
`
`This appeal concerns a scheme to fix the benchmark interest rates used to
`
`15
`
`price financial derivatives in the Yen currency market. Plaintiffs, a group of
`
`16
`
`investment funds, 1 allege that they entered into financial agreements on
`
`17
`
`unfavorable terms because Defendants, a collection of financial institutions, 2
`
`18
`
`manipulated these benchmark rates in their own favor. The district court found
`
`19
`
`that Plaintiffs failed to plead Article III standing and dismissed their complaint.
`
`
`1 The Plaintiffs-Appellants are Sonterra Capital Master Fund Ltd., California State
`Teachers’ Retirement System, Hayman Capital Master Fund, L.P., and Japan Macro
`Opportunities Master Fund, L.P.
`2 The Defendants-Appellees are UBS AG, UBS Securities Japan Co., Ltd., Mizuho Bank,
`Ltd., Sumitomo Mitsui Trust Bank, Ltd., The Norinchukin Bank, Sumitomo Mitsui Banking Corp.,
`Resona Bank, Ltd., Mizuho Corporate Bank, Ltd., Mizuho Trust & Banking Co., Ltd., The Shoko
`Chukin Bank, Ltd., Shinkin Central Bank, The Bank of Yokohama, Ltd., Société Générale S.A.,
`The Royal Bank of Scotland Group plc, The Royal Bank of Scotland plc, RBS Securities Japan Ltd.,
`Barclays Bank plc, Barclays Capital Inc., Barclays plc, Coöperatieve Rabobank U.A., Lloyds
`Banking Group plc, Lloyds Bank plc, ICAP plc, ICAP Europe Ltd., Tullett Prebon plc, Bank of
`America Corp., Bank of America N.A., Société Générale, and RBS Securities Inc.
`
`3
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`We hold that Plaintiffs plausibly alleged that Defendants’ conduct caused them to
`
`suffer economic injury, and these allegations are sufficient for Article III standing
`
`at the motion to dismiss stage. For these reasons, we REVERSE and REMAND
`
`for further proceedings.
`
`A.
`
`Facts
`
`I. BACKGROUND
`
`According to the complaint, Defendants conspired to manipulate the “Yen
`
`LIBOR” and “Euroyen TIBOR” interest rates, which we refer to together as “Yen
`
`LIBOR.”3 These are “daily reference rates intended to reflect the interest rates at
`
`10
`
`which banks offer to lend unsecured funds denominated in Japanese Yen to other
`
`11
`
`banks.” Plaintiffs allegedly traded in three types of Yen-based financial
`
`12
`
`derivatives that were “priced [or] benchmarked” based on these interest rates: Yen
`
`13
`
`foreign exchange (“FX”) forwards, interest rate swaps, and interest rate swaptions.
`
`14
`
`Plaintiffs claim that Defendants rigged Yen LIBOR to “favor [their own]
`
`15
`
`trading positions” when transacting in these derivatives and to produce a
`
`
`3 Plaintiffs allege that Yen LIBOR and Euroyen TIBOR are effectively interchangeable, as
`“Yen-denominated [financial instruments] that settle during European trading hours are
`generally priced . . . using [Yen LIBOR], while Yen-denominated [financial instruments] that
`settle during Asia-Pacific trading hours are generally priced . . . using [Euroyen TIBOR].
`However, either rate may be used.”
`
`
`4
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`“correspondingly negative impact on their counterparties,” such as Plaintiffs. The
`
`complaint explains that “Defendants understood that to the extent they increased
`
`their profits or decreased their losses in certain transactions from their
`
`manipulation of [Yen LIBOR], other market participants would suffer
`
`corresponding losses.” The complaint also lists specific transactions in which
`
`Plaintiffs traded derivatives at unfavorable rates on days when Defendants had
`
`manipulated Yen LIBOR to their own advantage. Plaintiffs made detailed factual
`
`allegations about each type of derivative that they traded:
`
`Yen FX forwards: A Yen FX forward “is a derivative in which one party
`
`10
`
`agrees to buy or sell a certain amount of [Yen] from another party on some future
`
`11
`
`date, at a price agreed upon today.” Plaintiffs claim that Yen LIBOR affects the
`
`12
`
`value of Yen FX forwards because it “is used to take the ‘spot price,’ i.e., the cost
`
`13
`
`of Yen for immediate delivery, and adjust it to account for the ‘cost of carry,’ i.e.,
`
`14
`
`the amount of interest paid or received on Yen deposits, over the duration of the
`
`15
`
`agreement.” Plaintiffs identify specific instances when they suffered harm from
`
`16
`
`Yen FX forward transactions, including on December 2, 2010, when “Defendants
`
`17
`
`manipulated
`
`[ ] Yen LIBOR artificially
`
`lower,” and “[t]his downward
`
`5
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`manipulation . . . artificially increased the cost for [one Plaintiff] to purchase Yen
`
`[FX] forwards.”
`
`Interest rate swaps: An interest rate swap allows a party to exchange “a fixed
`
`stream of interest rate payments . . . for one based on a ‘floating’ reference rate,
`
`e.g., Yen LIBOR.” Plaintiffs explain that “Yen LIBOR affects the value of Yen
`
`LIBOR-based interest rate swaps by determining the value of the floating rate
`
`payments due under that swap contract.” In one instance, Plaintiffs allege that on
`
`July 15, 2009, one Plaintiff “agreed to enter into a Yen LIBOR-based interest rate
`
`swap . . . at an artificial price” because Defendants manipulated Yen LIBOR on
`
`10
`
`that day.
`
`11
`
`Interest rate swaptions: A swaption “gives the buyer the right, but not the
`
`12
`
`obligation” to enter into an interest rate swap in the future. Plaintiffs allege that
`
`13
`
`Yen LIBOR affects the value of a swaption because it “determines the value of
`
`14
`
`the interest rate swap underlying that swaption.” For example, Plaintiffs claim
`
`15
`
`that Defendants “manipulate[d] [ ] Yen LIBOR lower on March 3, 2010,” and as a
`
`16
`
`result, one Plaintiff traded swaptions “at artificial prices directly and proximately
`
`17
`
`caused by Defendants’ manipulation of Yen LIBOR.”
`
`6
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`B.
`
`Procedural History
`
`Plaintiffs filed this suit in the U.S. District Court for the Southern District of
`
`New York, asserting claims under the Sherman Act, the Racketeer Influenced and
`
`Corrupt Organizations (“RICO”) Act, and common law. Defendants moved to
`
`dismiss the complaint for lack of subject-matter jurisdiction under Federal Rule of
`
`Civil Procedure 12(b)(1) and failure to state a claim under Rule 12(b)(6). 4 In
`
`support of their motion, Defendants attached a report on financial derivatives that
`
`Plaintiffs cited in their complaint.
`
`The district court granted Defendants’ motion to dismiss for lack of subject-
`
`10
`
`matter jurisdiction, holding that “Plaintiffs fail[ed] to articulate a concrete injury
`
`11
`
`arising out of Defendants’ alleged manipulation of [Yen LIBOR] sufficient to
`
`12
`
`satisfy the injury-in-fact requirement for Article III standing.” Plaintiffs now
`
`13
`
`appeal this decision.
`
`14
`
`15
`
`II. STANDARD OF REVIEW
`
`When a defendant moves to dismiss for lack of standing, our standard of
`
`16
`
`review depends on whether the defendant brings a “facial” challenge, “based
`
`17
`
`solely on the allegations of the complaint” or a “fact-based” challenge, “proffering
`
`
`4 The district court did not rule on Defendants’ Rule 12(b)(6) arguments, so we do not
`address them on appeal.
`
`7
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`evidence beyond the [p]leading.” Carter v. HealthPort Technologies, LLC, 822 F.3d
`
`47, 56–57 (2d Cir. 2016). Here, Defendants bring a “facial” standing challenge
`
`because their arguments are “based solely on the allegations of the complaint . . .
`
`and exhibits attached to it.” 5 Id. “[W]e review . . . a facial challenge de novo,
`
`‘accepting as true all material factual allegations of the complaint,’ and ‘drawing
`
`all reasonable inferences in favor of the plaintiff.’” Id. (cleaned up). In a facial
`
`standing challenge, “the plaintiff has no evidentiary burden.” Id. at 56.
`
`III. DISCUSSION
`
`“Article III, Section 2 of the Constitution limits the jurisdiction of the federal
`
`10
`
`courts to the resolution of ‘cases’ and ‘controversies.’ To ensure that this bedrock
`
`11
`
`case-or-controversy requirement is met, courts require that plaintiffs establish
`
`12
`
`their standing as the proper parties to bring suit.” Langan v. Johnson & Johnson
`
`13
`
`Consumer Cos., 897 F.3d 88, 92 (2d Cir. 2018) (citations omitted). To satisfy Article
`
`14
`
`III standing, a plaintiff “must have (1) suffered an injury in fact, (2) that is fairly
`
`15
`
`traceable to the challenged conduct of the defendant, and (3) that is likely to be
`
`
`5 The one substantive attachment to Defendants’ motion to dismiss, a derivatives pricing
`primer, was incorporated as part of the complaint because it was cited in a footnote. See Sira v.
`Morton, 380 F.3d 57, 67 (2d Cir. 2004) (“A complaint is deemed to include any . . . materials
`incorporated in it by reference and documents that, although not incorporated by reference, are
`‘integral’ to the complaint.” (citations omitted)).
`
`8
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`redressed by a favorable judicial decision.” Spokeo, Inc. v. Robins, 136 S. Ct. 1540,
`
`1547 (2016). “Each element of standing ‘must be supported . . . with the manner
`
`and degree of evidence required at the successive stages of the litigation,’ and at
`
`the pleading stage, ‘general factual allegations of injury resulting from the
`
`defendant’s conduct may suffice.’” John v. Whole Foods Mkt. Grp., Inc., 858 F.3d 732,
`
`736 (2d Cir. 2017) (quoting Lujan v. Defs. of Wildlife, 504 U.S. 555, 561 (1992)).
`
`To plead injury in fact, a plaintiff must allege “that he or she suffered an
`
`invasion of a legally protected interest that is concrete and particularized and
`
`actual or imminent, not conjectural or hypothetical.” Spokeo, 136 S. Ct. at 1548
`
`10
`
`(internal quotation marks omitted); see John, 858 F.3d at 736 (noting that, at the
`
`11
`
`pleading stage, “[w]e have repeatedly described [this] requirement as a ‘low
`
`12
`
`threshold’” (citation omitted)). “Any monetary loss suffered by the plaintiff
`
`13
`
`satisfies” this requirement. Carter, 822 F.3d at 55. For example, in John v. Whole
`
`14
`
`Foods, we held that a supermarket customer adequately alleged injury in fact when
`
`15
`
`he (1) pled that he “regularly purchased” pre-packaged goods from defendant,
`
`16
`
`and (2) cited a study finding “widespread overcharging” in these products. 858
`
`17
`
`F.3d at 737; see also id. (“Taking these allegations as true and drawing all reasonable
`
`18
`
`inferences in his favor, it is plausible that John overpaid for at least one product.”).
`
`9
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`Here, Plaintiffs have alleged enough details about their derivative
`
`transactions to “affirmatively and plausibly suggest that [they have] standing to
`
`sue.” Amidax Trading Grp. v. S.W.I.F.T. SCRL, 671 F.3d 140, 145 (2d Cir. 2011). The
`
`complaint identified numerous instances when Plaintiffs entered into derivatives
`
`transactions at prices that were “artificial” due to Defendants’ price fixing. The
`
`complaint also stated repeatedly that Defendants ”manipulate[d] [Yen LIBOR]
`
`rates to artificial levels that financially benefited their [ ] derivatives positions.”
`
`More specifically, for Yen FX forwards, Plaintiffs Sonterra Capital Master Fund
`
`Ltd. and California State Teachers’ Retirement System identified trades in which
`
`10
`
`they had to pay “higher price[s]” as a result of Defendants’ market manipulation.
`
`11
`
`The swap and swaption allegations are not quite as direct, but they too are
`
`12
`
`sufficient at this stage of the litigation. In particular, Plaintiffs Hayman Capital
`
`13
`
`Master Fund, L.P. and Japan Macro Opportunities Master Fund, L.P. alleged that
`
`14
`
`the rigged interest rates caused them to enter into transactions with Defendants at
`
`15
`
`“artificial prices,” and that Defendants manipulated these rates to “favor [their
`
`16
`
`own] trading positions.” “[D]rawing all reasonable inferences in [Plaintiffs’]
`
`17
`
`favor,” we can plausibly conclude that the artificial swap and swaption prices
`
`18
`
`harmed Plaintiffs and favored Defendants who took the other side of these
`
`10
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`transactions. John, 858 F.3d at 737; see Lujan, 504 U.S. at 561 (explaining that “on a
`
`motion to dismiss we ‘presum[e] that general allegations embrace those specific
`
`facts that are necessary to support the claim’” (citation omitted)).
`
`The district court faulted Plaintiffs’ complaint because the sources it cited
`
`did not “say that the Yen LIBOR rate is definitively used to price” Yen FX
`
`forwards. But at the motion to dismiss stage, Plaintiffs need not prove the
`
`allegations in their complaint “definitively.” See Todd v. Exxon Corp., 275 F.3d 191,
`
`203 (2d Cir. 2001) (noting that a “fact-specific question cannot be resolved on the
`
`pleadings”). The complaint adequately alleges that Yen LIBOR is routinely used
`
`10
`
`to price Yen FX forwards, and Plaintiffs provide detailed supporting allegations,
`
`11
`
`including an explanation of the role Yen LIBOR plays in the generic pricing
`
`12
`
`formula. No more is required at this stage.
`
`13
`
`Plaintiffs have plausibly pled that they suffered “monetary loss” in these
`
`14
`
`transactions as a result of Defendants’ alleged manipulation of interest rates, and
`
`15
`
`this is sufficient injury in fact for Article III standing. Carter, 822 F.3d at 55; see also
`
`16
`
`Gelboim v. Bank of Am. Corp., 823 F.3d 759, 770 (2d Cir. 2016) (noting in a similar
`
`17
`
`LIBOR-manipulation suit that Article III standing was “easily satisfied by
`
`11
`
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`[plaintiffs’] pleading that they were harmed by receiving lower returns on LIBOR-
`
`denominated instruments as a result of defendants’ manipulation of LIBOR”).
`
`IV. CONCLUSION
`
`For the reasons set forth above, the district court’s judgment is REVERSED
`
`and REMANDED for further proceedings.
`
`12
`
`
`
`17-944-cv
`Sonterra Capital Master Fund Ltd. v. UBS AG
`APPENDIX A
`
`Mark A. Kirsch, Eric J. Stock, Jefferson E.
`Bell, Gibson, Dunn & Crutcher LLP, New
`York, NY, for Defendants-Appellees UBS AG
`and UBS Securities Japan Co., Ltd.
`
`Steven Wolowitz, Henninger S. Bullock,
`Andrew J. Calica, Mayer Brown LLP, New
`for Defendant-Appellee Société
`York, NY,
`Générale.
`
`David R. Gelfand, Robert C. Hora, Mark D.
`Villaverde, Milbank, Tweed, Hadley &
`McCloy LLP, New York, NY, for Defendant-
`Appellee Coöperatieve Rabobank U.A. (f/k/a
`Coöperatieve
`Centrale
`Raiffeisen-
`Boerenleenbank B.A.).
`
`Andrew W. Stern, Thomas Andrew
`Paskowitz, Alan M. Unger, Sidley Austin
`LLP, New York, NY, for Defendant-Appellee
`The Norinchukin Bank.
`
`Jonathan D. Schiller, Leigh M. Nathanson,
`Boies Schiller Flexner LLP, New York, NY,
`Michael A. Brille, Melissa Felder Zappala,
`Boies Schiller Flexner LLP, Washington,
`D.C., David H. Braff, Yvonne S. Quinn,
`Jeffrey T. Scott, Matthew J. Porpora, Sullivan
`& Cromwell LLP, New York, NY, for
`Defendants-Appellees Barclays Bank PLC,
`Barclays PLC, and Barclays Capital Inc.
`
`Marc J. Gottridge, Lisa J. Fried, Benjamin A.
`Fleming, Hogan Lovells US LLP, New York,
`
`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
`29
`30
`31
`32
`33
`34
`35
`
`
`
`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
`29
`30
`31
`32
`33
`34
`35
`36
`
`NY, for Defendants-Appellees Lloyds Banking
`Group plc and Lloyds Bank plc.
`
`Jerome S. Fortinsky, Jeffrey J. Resetarits,
`Shearman & Sterling LLP, New York, NY,
`for Defendants-Appellees Mizuho Corporate
`Bank, Ltd, Mizuho Bank, Ltd., and Mizuho
`Trust & Banking Co., Ltd.
`
`Harry S. Davis, Brian Kohn, Schulte Roth &
`Zabel LLP, New York, NY, for Defendant-
`Appellee Tullett Prebon plc.
`
`Arthur J. Burke, Paul S. Mishkin, Adam G.
`Mehes, Davis Polk & Wardwell LLP, New
`York, NY, for Defendants-Appellees Bank of
`America Corporation and Bank of America, N.A.
`
`Shari A. Brandt, H. Rowan Gaither,
`Richards Kibbe & Orbe LLP, New York, NY,
`for Defendants-Appellees ICAP plc and ICAP
`Europe Limited.
`
`Gary W. Kubek, Erica S. Weisgerber,
`Debevoise & Plimpton LLP, New York, NY,
`for Defendant-Appellee The Bank of Yokohama,
`Ltd.
`
`C. Fairley Spillman, Akin Gump Strauss
`Hauer & Feld LLP, Washington, D.C., for
`Defendant-Appellee Resona Bank, Ltd.
`
`Andrew C. Smith, Pillsbury Winthrop Shaw
`Pittman LLP, New York, NY, for Defendant-
`Appellee Shinkin Central Bank.
`
`
`14
`
`
`
`1
`2
`3
`4
`5
`6
`7
`8
`9
`10
`11
`12
`13
`14
`15
`16
`
`Robert C. Mason, Arnold & Porter Kaye
`Scholer LLP, New York, NY, for Defendant-
`Appellee The Shoko Chukin Bank, Ltd.
`
`Jr., Michael B.
`Dale C. Christensen,
`Weitman, Seward & Kissel LLP, New York,
`NY, for Defendant-Appellee Sumitomo Mitsui
`Trust Bank, Limited.
`
`Jon R. Roellke, Morgan Lewis & Bockius
`LLP, Washington, D.C., Michael L. Spafford,
`Paul Hastings LLP, Washington, D.C., for
`Defendant-Appellee Sumitomo Mitsui Banking
`Corporation.
`
`
`
`15
`
`



