Whether the Second Circuit's multifactor test for determining the domestic nature of securities transactions is consistent with the Supreme Court's ruling in Morrison v. National Australia Bank Ltd.

QUESTION PRESENTED In Morrison v. National Australia Bank Ltd., 561 U.S. 247, 267 (2010), this Court rejected the Second Circuit’s multifactor “conduct and effects” test for determining the international reach of U.S. securities laws and instead held that those laws apply only to “transactions in securities listed on domestic exchanges, and domestic transactions in other securities.” Crucial to the Court’s holding were: (1) the presumption against and (2) the need for courts to apply bright-line rules in determining whether U.S. law applies to international transactions. In the decision below, the Second Circuit analyzed whether alleged transactions on a foreign website were domestic using a multifactor test including (but not limited to) whether: (1) the lawsuit implicates the “comity concerns that animated Morrison”; (2) the investors interacted with the foreign website from internet connections in the U.S.; and (8) third-party computer servers hosting the foreign website were alleged to be located in the U.S. In applying this test, the Second Circuit reasoned that irrevocable liability can attach to a transaction at multiple times and places, including in multiple countries. This case presents the question whether the Second Circuit’s multifactor test is consistent with Morrison or is instead an improper revival of the “conduct and effects” test that this Court rejected as inconsistent with the presumption against