Whether the Exchange Act applies without exception whenever a claim is based on a domestic transaction, or whether in certain circumstances the Exchange Act does not apply despite the claim being based on a domestic transaction

QUESTION PRESENTED In Morrison v. National Australia Bank, Ltd., 561 U.S. 247 (2010), this Court held that Section 10(b) of the Securities Exchange Act does not apply extraterritorially and reaches fraud only in connection with (i) transactions in securities listed on domestic exchanges and (ii) domestic transactions in other securities. The question presented here is whether the Exchange Act applies, without exception, whenever a claim is based on a domestic transaction, as the Ninth Circuit held below, or whether in certain circumstances the Exchange Act does not apply, despite the claim being based on a _ domestic transaction, because other aspects of the claim make it impermissibly extraterritorial, as the Second Circuit has held. In other words, is a domestic transaction necessary and sufficient for application of the Exchange Act, or is a domestic transaction necessary but, by itself, not sufficient for application of the Act?