17-1989, 17-2056, 17-2343, 17-2347, 17-2351, 17-2352, 17-2360, 17-2376, 17- 2381,… v. Lloyds Banking Group Plc, Bank of America Corporation, the Royal Bank of Scotland…

17‐1569(L), In Re LIBOR‐Based Financial Instruments Antitrust Litig.
United States Court of Appeals
For the Second Circuit
August Term 2018
Argued: May 24, 2019
Decided: December 30, 2021
Nos. 17‐1569, 17‐1915, 17‐1989, 17‐2056, 17‐2343,
17‐2347, 17‐2351, 17‐2352, 17‐2360, 17‐2376, 17‐
2381, 17‐2383, 17‐2413
S CHWAB SHORT‐TERM BOND MARKET F UND, S CHWAB TOTAL B OND MARKET F UND,
S CHWAB U.S. D OLLAR L IQUID A SSETS F UND, S CHWAB MONEY MARKET FUND,
S CHWAB VALUE A DVANTAGE MONEY F UND, S CHWAB R ETIREMENT A DVANTAGE
MONEY F UND, S CHWAB INVESTOR MONEY F UND, S CHWAB C ASH R ESERVES , S CHWAB
A DVISOR C ASH R ESERVES , C HARLES S CHWAB B ANK, N.A., C HARLES S CHWAB & CO .,
INC., S CHWAB Y IELDPLUS F UND, S CHWAB Y IELDPLUS F UND LIQUIDATION TRUST,
THE CHARLES S CHWAB C ORPORATION, C ITY OF NEW B RITAIN, on behalf of itself
and all others similarly situated, MAYOR AND C ITY C OUNCIL OF B ALTIMORE, C ITY
OF HOUSTON, V ISTRA E NERGY C ORPORATION, Y ALE U NIVERSITY , JENNIE S TUART
MEDICAL C ENTER , INC., FTC FUTURES F UND PCC LTD, on behalf of themselves and
all others similarly situated, NATIONAL C REDIT UNION A DMINISTRATION B OARD,
as Liquidating Agent of U.S. Central Federal Credit Union, Western Corporate
Federal Credit Union, Members United Corporate Federal Credit Union,
Southwest Corporate Federal Credit Union, and Constitution Corporate Federal
Credit Union, PENNSYLVANIA INTERGOVERNMENTAL C OOPERATION A UTHORITY ,
C ITY OF PHILADELPHIA, D ARBY F INANCIAL PRODUCTS , S ALIX C APITAL US INC.,
C APITAL VENTURES INTERNATIONAL , PRUDENTIAL I NVESTMENT PORTFOLIOS 2, FKA
Dryden Core Investment Fund, on behalf of Prudential Core Short‐Term Bond
Fund, B AY A REA TOLL A UTHORITY , C ALIFORNIA PUBLIC PLAINTIFFS , L INDA

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2
Z ACHER, ELLEN G ELBOIM , on behalf of herself and all others similarly situated,
G ARY F RANCIS, METZLER INVESTMENT GMB H, on behalf of itself and all others
similarly situated, 303030 T RADING LLC, A TLANTIC TRADING USA, LLC, FTC
F UTURES FUND SICAV, on behalf of themselves and all others similarly situated,
NATHANIEL H AYNES , THE C OUNTY OF MENDOCINO , C OUNTY OF S ONOMA, C OUNTY
OF S AN MATEO , THE S AN MATEO COUNTY JOINT POWERS F INANCING A UTHORITY ,
C ITY OF R ICHMOND, R ICHMOND JOINT POWERS F INANCING A UTHORITY , SUCCESSOR
A GENCY TO THE RICHMOND COMMUNITY R EDEVELOPMENT AGENCY , C OUNTY OF
S AN D IEGO , R IVERSIDE PUBLIC F INANCING A UTHORITY , D AVID E. S UNDSTROM, in
his official capacity as Treasurer of the county of Sonoma for and on behalf of the
Sonoma County Treasury Pool Investment, C ITY OF R IVERSIDE, E AST B AY
MUNICIPAL U TILITY D ISTRICT, C OUNTY OF S ACRAMENTO , S AN D IEGO A SSOCIATION
OF G OVERNMENTS , R EGENTS OF THE U NIVERSITY OF CALIFORNIA,
Plaintiffs‐Appellants,
C ARPENTERS PENSION F UND OF WEST V IRGINIA, C ITY OF D ANIA B EACH POLICE &
F IREFIGHTERS’ R ETIREMENT S YSTEM , individually and on behalf of all others
similarly situated, RAVAN INVESTMENTS , LLC, R ICHARD H ERSHEY , JEFFREY
L AYDON, on behalf of himself and all others similarly situated, R OBERTO E. C ALLE
G RACEY , AVP PROPERTIES , LLC, C OMMUNITY B ANK & TRUST, B ERKSHIRE B ANK,
individually and on behalf of all others similarly situated, E LIZABETH L IEBERMAN,
on behalf of themselves and all other similarly situated, TODD A UGENBAUM , on
behalf of themselves and all others similarly situated, 33‐35 G REEN POND R OAD
A SSOCIATES , LLC, on behalf of itself and all others similarly situated, C OURTYARD
AT A MWELL II, LLC, A NNIE B ELL A DAMS , on behalf of herself and all others
similarly situated, JILL C OURT ASSOCIATES II, LLC, GREENWICH C OMMONS II, LLC,
D ENNIS PAUL F OBES, on behalf of himself and all others similarly situated, L EIGH
E. FOBES , on behalf of herself and all others similarly situated, MAIDENCREEK
V ENTURES II LP, R ARITAN C OMMONS , LLC, MARGARET L AMBERT, on behalf of
herself and all others similarly situated, L AWRENCE W. G ARDNER, on behalf of
themselves and all others similarly situated, B ETTY L. G UNTER, on behalf of
herself and all others similarly situated, TEXAS COMPETITIVE E LECTRIC H OLDINGS
C OMPANY LLC, GOVERNMENT D EVELOPMENT B ANK FOR PUERTO R ICO , C ARL A.
PAYNE , individually, and on behalf of other members of the general public
similarly situated, GUARANTY B ANK AND TRUST C OMPANY , individually and on

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behalf of all others similarly situated, K ENNETH W. C OKER , individually, and on
behalf of other members of the general public similarly situated, JOSEPH A MABILE,
L OUIE A MABILE, individually and on behalf of Lue Trading, Inc., NORMAN
B YSTER , MICHAEL C AHILL , R ICHARD D EOGRACIAS , individually and on behalf of
RCD Trading, Inc., H EATHER M. E ARLE, on behalf of themselves and all others
similarly situated, HENRYK MALINOWSKI, on behalf of themselves and all others
similarly situated, MARC F EDERIGHI, individually and on behalf of MCO Trading,
S COTT F EDERIGHI , individually and on behalf of Katsco, Inc., L INDA C ARR , on
behalf of themselves and all others similarly situated, E RIC FRIEDMAN, on behalf
of themselves and all others similarly situated, R OBERT F URLONG , individually
and on behalf of XCOP, Inc., D AVID G OUGH , COUNTY OF R IVERSIDE, JERRY
WEGLARZ , B RIAN H AGGERTY , individually and on behalf of BJH Futures, Inc.,
D AVID K LUSENDORF, NATHAN WEGLARZ , on behalf of plaintiffs and a class,
D IRECTORS F INANCIAL G ROUP , individually and on behalf of all others similarly
situated, RONALD K RUG , C HRISTOPHER LANG , SEIU PENSION PLANS MASTER
TRUST, individually and on behalf of all others similarly situated, H IGHLANDER
R EALTY , LLC, JOHN MONCKTON, PHILIP O LSON, JEFFREY D. BUCKLEY , FEDERAL
H OME L OAN MORTGAGE C ORPORATION, B RETT PANKAU, D AVID V ECCHIONE ,
individually on behalf of Vecchione & Associates, RANDALL WILLIAMS, JOHN
H ENDERSON, 303 PROPRIETARY TRADING LLC, MARGERY TELLER, CEMA JOINT
V ENTURE, NICHOLAS PESA, E DUARDO R ESTANI , PRINCIPAL F UNDS , INC., PFI B OND
& MORTGAGE S ECURITIES F UND, PFI B OND MARKET INDEX F UND, PFI C ORE PLUS
B OND I F UND, PFI D IVERSIFIED R EAL A SSET F UND, PFI EQUITY INCOME FUND, PFI
G LOBAL DIVERSIFIED INCOME FUND, PFI G OVERNMENT & H IGH Q UALITY B OND
F UND, PFI H IGH Y IELD F UND, PFI HIGH Y IELD F UND I, PFI INCOME F UND, PFI
INFLATION PROTECTION F UND, PFI SHORT‐TERM INCOME F UND, PFI MONEY
MARKET FUND, PFI PREFERRED S ECURITIES F UND, PRINCIPAL V ARIABLE C ONTRACTS
F UNDS , INC., PVC A SSET A LLOCATION A CCOUNT, PVC MONEY MARKET A CCOUNT,
PVC B ALANCED A CCOUNT, PVC BOND & MORTGAGE S ECURITIES A CCOUNT, PVC
E QUITY INCOME A CCOUNT , PVC GOVERNMENT & H IGH Q UALITY B OND A CCOUNT,
PVC INCOME A CCOUNT, PVC SHORT‐TERM INCOME A CCOUNT, PRINCIPAL
F INANCIAL G ROUP , INC., PRINCIPAL F INANCIAL S ERVICES, INC., PRINCIPAL L IFE
INSURANCE C OMPANY , PRINCIPAL C APITAL INTEREST O NLY I, LLC, PRINCIPAL
C OMMERCIAL F UNDING , LLC, PRINCIPAL C OMMERCIAL F UNDING II, LLC,
PRINCIPAL R EAL E STATE INVESTORS, LLC, V ITO SPILLONE , B RIAN MCC ORMICK,
MAXWELL V AN D E VELDE, individually and on behalf of all others similarly

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4
situated, INDEPENDENCE TRADING , INC., INSULATORS AND A SBESTOS WORKERS
L OCAL #14, individually and on behalf of all others similarly situated, COURMONT
& WAPNER A SSOCIATES, L.P., on behalf of itself and all others similarly situated,
S ALIX C APITAL L TD., FTC C APITAL GMBH, on behalf of themselves and all others
similarly situated, C ITY OF NEW B RITAIN F IREFIGHTERS’ AND POLICE B ENEFIT F UND,
D IRECT A CTION PLAINTIFFS , F EDERAL NATIONAL MORTGAGE A SSOCIATION, TRIAXX
PRIME CDO 2006‐1, L TD., TRIAXX PRIME CDO 2006‐2, L TD., TRIAXX PRIME CDO
2007‐1, L TD., F EDERAL D EPOSIT INSURANCE C ORPORATION, as Receiver, F RAN P.
G OLDSLEGER, NATIONAL A SBESTOS WORKERS PENSION F UND, PENSION TRUST FOR
O PERATING E NGINEERS, H AWAII A NNUITY TRUST F UND FOR O PERATING ENGINEERS ,
C EMENT MASONSʹ INTERNATIONAL A SSOCIATION E MPLOYEESʹ TRUST FUND,
individually and on behalf of all others similarly situated, A XIOM INVESTMENT
A DVISORS , LLC, A XIOM HFT LLC, A XIOM INVESTMENT A DVISORS H OLDINGS L.P.,
A XIOM INVESTMENT C OMPANY , LLC, A XIOM INVESTMENT C OMPANY HOLDINGS
L.P., A XIOM FX INVESTMENT FUND, L.P., A XIOM FX INVESTMENT F UND II, L.P.,
A XIOM FX INVESTMENT 2X F UND, L.P., E PHRAIM F. G ILDOR , GILDOR F AMILY
A DVISORS L.P., G ILDOR F AMILY C OMPANY L.P., G ILDOR MANAGEMENT, LLC,
PRUDENTIAL C ORE TAXABLE MONEY MARKET F UND,
Plaintiffs,
v.
L LOYDS BANKING G ROUP PLC, B ANK OF A MERICA C ORPORATION, THE ROYAL B ANK
OF S COTLAND G ROUP PLC, C REDIT S UISSE G ROUP AG, D EUTSCHE B ANK AG,
JPMORGAN C HASE & CO ., THE NORINCHUKIN B ANK, HBOS PLC, R OYAL B ANK OF
C ANADA, HSBC B ANK PLC, COOPERATIEVE R ABOBANK U.A., FKA Cooperatieve
Centrale Raiffeisen‐Boerenleenbank B.A., JPMORGAN C HASE BANK, N.A., THE
B ANK OF TOKYO‐MITSUBISHI UFJ, L TD., B ANK OF A MERICA, N.A., B ARCLAYS B ANK
PLC, WESTD EUTSCHE IMMOBILIENB ANK AG, PORTIGON AG, FKA WestLB AG,
HSBC H OLDINGS PLC, WESTLB AG, SOCIETE G ENERALE, C OOPERATIEVE C ENTRALE
R AIFFEISEN‐B OERENLEENBANK B.A., C REDIT S UISSE INTERNATIONAL , C REDIT S UISSE
(USA), INC., THE ROYAL B ANK OF S COTLAND PLC, CREDIT S UISSE AG, HSBC
S ECURITIES (USA) INC., HSBC B ANK USA, N.A., HSBC F INANCE C ORPORATION,
B ARCLAYS C APITAL INC., HSBC USA, INC., THE H ONG KONG AND S HANGHAI
B ANKING C ORPORATION L TD., RBC C APITAL MARKETS LLC, BANK OF A MERICA

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5
N.A., C ITIBANK, N.A., UBS AG, C ITIGROUP INC., THE R OYAL BANK OF S COTLAND
PLC, S OCIETE G ENERALE S.A., UBS S ECURITIES LLC, C ITI S WAPCO INC., BBA
E NTERPRISES, L TD., BBA L IBOR , L TD., B RITISH B ANKERSʹ A SSOCIATION, MERRILL
L YNCH , PIERCE , F ENNER & SMITH INCORPORATED, FKA Banc of America Securities,
LLC, C ITIGROUP F INANCIAL PRODUCTS INC., J.P. MORGAN B ANK D UBLIN PLC, FKA
Bear Stearns Bank PLC, UBS LIMITED, C REDIT S UISSE G ROUP INTERNATIONAL ,
Defendants‐Appellees,
C REDIT AGRICOLE S.A., S UMITOMO MITSUI B ANKING CORPORATION, BNP PARIBAS
S.A., RBS C ITIZENS , N.A., incorrectly sued as the Charter One Bank NA, RBS
C ITIZENS , N.A., C REDIT S UISSE G ROUP , NA, C ITIZENS B ANK OF MASSACHUSETTS ,
agent of RBS Citizens Bank, NA, B ARCLAYS US F UNDING LLC, D EUTSCHE B ANK
F INANCIAL LLC, DOES 1 THROUGH 10, SOCIETE G ENERALE CORPORATE &
INVESTMENT B ANKING , NATIONAL A SSOCIATION, S TEPHANIE NAGEL , JOHN D OES
#1−#5, NATIONAL C OLLEGIATE S TUDENT L OAN TRUST 2007‐1, C HASE B ANK USA,
N.A., J.P. MORGAN C LEARING C ORP ., B ANK OF A MERICA S ECURITIES LLC,
C ENTRALE R AIFFEISEN‐B ERENLEENBANK B.A., UBS AG, ROYAL B ANK OF S COTLAND
G ROUP PLC, B ANK OF NOVA S COTIA, C REDIT S UISSE S ECURITIES (USA) LLC, RBS
G ROUP , L LOYDS B ANK PLC, FKA L LOYDS B ANK PLC, C ITIZENS BANK N.A., C REDIT
S UISSE S ECURITIES (USA) LLC, C ITIGROUP G LOBAL MARKETS INC., L LOYDS B ANK
PLC, C ITIGROUP F UNDING , INC., B ARCLAYS PLC, J.P. MORGAN S ECURITIES LLC, FKA
J.P. MORGAN S ECURITIES INC., D EUTSCHE B ANK S ECURITIES INCORPORATED, B ANC
OF A MERICA S ECURITIES, LLC, RBS SECURITIES INC., FKA Greenwich Capital
Markets, Inc., L LOYDS TSB B ANK PLC, ICAP PLC, J.P. MORGAN MARKETS L TD.,
B ANK OF A MERICA H OME L OANS , MERRILL L YNCH C APITAL SERVICES, INC.,
C ITIGROUP G LOBAL MARKETS L IMITED, MERRILL LYNCH & CO ., INC., MERRILL
L YNCH INTERNATIONAL B ANK, L TD., B EAR S TEARNS C APITAL MARKETS , INC.,
B ARCLAYS C APITAL (C AYMAN) L IMITED, INSTITUTE OF INTERNATIONAL BANKERS,
THE C LEARING HOUSE A SSOCIATION, L.L.C.,
Defendants.*
Appeal from the United States District Court
* The Clerk of Court is respectfully directed to amend the caption as set forth above.

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for the Southern District of New York
No. 11‐md‐2262, Naomi Reice Buchwald, Judge.
Before: L IVINGSTON, Chief Judge, L YNCH and S ULLIVAN, Circuit Judges.
This appeal arises from a multidistrict litigation alleging that Defendants‐
Appellees, some of the world’s largest banks and affiliated entities, conspired to
suppress the London Interbank Offered Rate (“LIBOR”), a benchmark rate used in
countless financial instruments around the globe. On appeal are several orders
from the United States District Court for the Southern District of New York
(Buchwald, J.), granting Defendants‐Appellees’ motions to dismiss antitrust
claims in twenty‐three cases based on Plaintiffs‐Appellants’ lack of antitrust
standing and/or the court’s lack of personal jurisdiction over Defendants‐
Appellees.
We agree with the district court that Plaintiffs‐Appellants who purchased
LIBOR‐indexed bonds from third parties lack antitrust standing. To have antitrust
standing, a plaintiff must be an “efficient enforcer” of the antitrust laws whose
alleged injury was proximately caused by a defendant. Here, the third parties’
independent decisions to reference that benchmark severed the causal chain
linking Plaintiffs‐Appellants’ injuries to Defendants‐Appellees’ misconduct,
thereby rendering Plaintiffs‐Appellants unsuitable as efficient enforcers. But we
disagree with the district court’s personal jurisdiction analysis, and hold instead
that jurisdiction is appropriate under the conspiracy‐based theory first articulated
by this Court in Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68 (2d Cir. 2018),
which post‐dated the district court’s ruling. According to that precedent, a
defendant purposefully avails itself of the laws of a forum when that defendant or
its co‐conspirator undertakes an overt act in furtherance of the conspiracy in the
forum. Here, the facts alleged by Plaintiffs‐Appellants – specifically, that
executives and managers for several banks were directing the suppression of
LIBOR from within the United States – were sufficient to establish personal
jurisdiction over the banks under a conspiracy‐based theory of jurisdiction. We
thus AFFIRM in part, REVERSE in part, and REMAND to the district court for
proceedings consistent with this opinion.

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E RIC F. C ITRON (Thomas C. Goldstein, Charles H.
Davis, * on the brief), Goldstein & Russell, P.C.,
Bethesda, Maryland, for Schwab Plaintiffs‐
Appellants and Plaintiffs‐Appellants Ellen Gelboim
and Linda Zacher.
NEAL K UMAR K ATYAL (Eugene A. Sokoloff, Kirti
Datla, Allison K. Turbiville, Marc J. Gottridge, Lisa
J. Fried, Benjamin A. Fleming, on the brief), Hogan
Lovells US LLP, Washington, D.C., for Defendants‐
Appellees Lloyds Banking Group plc and HBOS plc
(additional counsel for the many parties and amici
are listed in Appendix A).
R ICHARD J. S ULLIVAN, Circuit Judge:
Plaintiffs‐Appellants in this multidistrict litigation allege an international
conspiracy to manipulate the London Interbank Offered Rate (“LIBOR”), a
benchmark interest rate for lending money among global financial institutions.
Defendants‐Appellees are the sixteen panel banks involved in setting LIBOR,
about two dozen affiliated banking institutions (together with the panel banks,
“Banks”), and the British Bankers’ Association (“BBA”), as well as affiliated
organizations working with the BBA to set LIBOR (collectively, “Defendants”).
On appeal are several orders from the United States District Court for the Southern
District of New York (Buchwald, J.), granting Defendants’ motions to dismiss
* Charles H. Davis subsequently withdrew as counsel. (Doc. No. 873).

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claims in twenty‐three cases for lack of antitrust standing or lack of personal
jurisdiction over Defendants.
We agree with the district court that third parties who independently chose
to reference LIBOR in their bonds before selling those bonds to Plaintiffs broke the
causal chain linking Plaintiffs’ harm to Defendants’ misconduct. Under well‐
established antitrust standing principles, this means that those Plaintiffs who
purchased such bonds are not the proper parties to enforce the federal antitrust
laws against Defendants and thus lack statutory standing. And like the district
court, we are persuaded that this statutory standing analysis applies to the
antitrust claims brought under California law.
But we disagree with the district court’s personal jurisdiction analysis. In
our view, jurisdiction is appropriate under a conspiracy‐based theory, in which a
defendant purposefully avails itself of the laws of a forum when it or its co‐
conspirator undertakes an overt act in furtherance of the conspiracy in the forum.
Here, that requirement – first articulated by this Court in an opinion that post‐
dated the district court’s ruling – is satisfied in light of allegations that executives
and managers from several Banks were directing the suppression of LIBOR from

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9
the United States. We thus AFFIRM in part, REVERSE in part, and REMAND to
the district court for proceedings consistent with this opinion.
I. BACKGROUND
A. Factual Allegations
This marks the fourth time in eight years that this case has come before us.
See Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68 (2d Cir. 2018) (“Schwab”);
Gelboim v. Bank of Am. Corp., 823 F.3d 759 (2d Cir. 2016); In re LIBOR‐Based Fin.
Instruments Antitrust Litig., No. 13‐3565‐L, 2013 WL 9557843 (2d Cir. Oct. 30, 2013).
Consequently, we have had ample occasion to discuss Plaintiffs’ factual
allegations, which “[d]espite the legal complexity of this case, . . . are rather
straightforward.” Gelboim, 823 F.3d at 765 (quoting In re: LIBOR–Based Fin.
Instruments Antitrust Litig., 935 F. Supp. 2d 666, 677 (S.D.N.Y. 2013) (“LIBOR I”)).
LIBOR is a widely used benchmark that approximates the average rate at
which a group of designated banks can borrow money. It serves as an index for a
variety of financial instruments, including bonds, interest rate swaps, commercial
paper, and exchange‐traded derivatives. LIBOR is also used indirectly in
calculating rates for short‐term, fixed‐rate bonds, which do not reference LIBOR
but are nevertheless assessed in terms of their spread relative to it. LIBOR has also

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been licensed to third parties, including the Chicago Mercantile Exchange, which
directly incorporate LIBOR as a price component for financial products traded in
the United States.
The Banks belonged to the British Bankers’ Association (“BBA”), a trade
organization for the banking and financial‐services sector in the United Kingdom
that sets the daily LIBOR rate for various currencies. With respect to the daily
LIBOR rate for U.S. dollars,1 the Banks that comprised the LIBOR panel were asked
to disclose the rate at which they could borrow dollars on the inter‐bank market.
Under LIBOR‐setting rules, (1) each Bank was to independently exercise good faith
judgment in submitting its estimated interest rates for borrowing funds at
different maturity rates, which were to be based on the Bank’s knowledge of
market conditions; (2) the daily submissions were to remain confidential until after
LIBOR was computed and published; and (3) Thomson Reuters, on behalf of the
BBA, would then calculate LIBOR based on the average of the middle eight
submissions, and publish the final rate, as well as all sixteen individual
submissions.
1 For the sake of simplicity, this Opinion refers to the U.S.‐Dollar LIBOR as “LIBOR.”

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The panel Banks involved in setting LIBOR also bought and sold – in the
United States – billions of dollars’ worth of financial instruments tied to that
benchmark. Even small increases in LIBOR would have allegedly cost the Banks
hundreds of millions of dollars. Gelboim, 823 F.3d at 766. For instance, JPMorgan
Chase stated that it would lose $500 million if LIBOR increased by one percentage
point. But if rates instantaneously decreased by one percentage point, Citibank, for
example, would make $1.935 billion.
During the 2008 financial crisis, several news articles and scholarly pieces
reported that LIBOR was suspiciously low as compared to other lending
benchmarks. See LIBOR I”, 935 F. Supp. 2d at 680. These comments were promptly
refuted by the Banks and the BBA, who provided alternative explanations for
LIBOR’s failure to track similar benchmarks. Id. In early 2011, however, one of
the Banks released a report explaining that the United States Department of
Justice, along with several other United States and foreign agencies, had
subpoenaed information designed to determine whether the panel Banks had
manipulated LIBOR during the 2008 financial crisis. Id.

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B. Procedure
In light of mounting evidence that LIBOR had been artificially suppressed,
litigants began flooding courts throughout the country with federal and state
antitrust claims and various other claims based on the alleged manipulation. To
manage these cases, the Judicial Panel on Multidistrict Litigation (“JPML”)
established an MDL in the Southern District of New York. See In re: Libor‐Based
Fin. Instruments Antitrust Litig., 802 F. Supp. 2d 1380 (J.P.M.L. 2011). The JPML
explained that the cases shared the same allegations that the panel Banks
“manipulated L[IBOR] by deliberately and intentionally understating their
respective borrowing costs to the BBA, and that, by doing so, they paid lower
interest rates to customers who bought [the Banks’] products with rates of return
tied to L[IBOR.]” Id. at 1381. The MDL has expanded to include dozens of class
and individual actions.
As relevant here, four groups of Plaintiffs brought complaints related to the
alleged conspiracy:
(1) The Over‐the‐Counter (or “OTC”) Plaintiffs filed a putative class action
representing those who directly purchased LIBOR‐based interest rate
swaps directly from the Banks.
(2) The Bondholder Plaintiffs filed a putative class action on behalf of those
who held LIBOR‐based bonds issued by third parties.

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(3) The Exchange‐Based Plaintiffs filed a putative class action for purchasers
of LIBOR‐based futures on the Chicago Mercantile Exchange.
(4) The remaining Plaintiffs comprise a group filing individual (non‐class)
actions based on their purchases of various financial instruments from
the Banks. Among this group are The Charles Schwab Corporation and
related entities (collectively, “Schwab”), which filed three complaints
alleging harm from purchases of various LIBOR‐indexed financial
instruments from the Banks, as well as from LIBOR‐based bonds and
fixed‐rate bonds sold by third parties.
Taken together, Plaintiffs’ complaints named about forty Defendants
allegedly responsible for the LIBOR suppression. They include the panel Banks
involved in setting LIBOR: Bank of America Corporation and Bank of America,
N.A. (together, “Bank of America”); Bank of Tokyo‐Mitsubishi UFJ Ltd.
(“BTMU”); Barclays Bank plc (“Barclays”); Citigroup, Inc. and Citibank, N.A.
(together, “Citibank”); Coöperatieve Centrale Raiffeisen‐Boerenleenbank B.A.
(“Rabobank”); Credit Suisse Group AG (“Credit Suisse”); Deutsche Bank AG
(“Deutsche Bank”); HSBC Holdings plc and HSBC Bank plc (together, “HSBC”);
JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A. (together, “JPMorgan
Chase”); Lloyds Banking Group plc (“Lloyds”); HBOS plc (“HBOS”); Société
Générale S.A. (“SocGen”); The Norinchukin Bank (“Norinchukin”); Portigon AG
and Westdeutsche ImmobilienBank AG (together, “WestLB”); Royal Bank of
Canada (“RBC”); Royal Bank of Scotland Group plc (“RBS”); and UBS AG

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(“UBS”). Three of these Banks – Bank of America, Citibank, and JPMorgan Chase
– are incorporated and headquartered in the United States, while the remainder
are foreign Banks. In addition to naming these Defendants, the complaints (taken
together) name about two dozen affiliated banking institutions, most of which are
incorporated and/or headquartered in the United States. 2 They also name the
BBA, BBA Enterprises, Ltd., and BBA LIBOR, Ltd., each of which participates in
setting LIBOR.
The district court initially dismissed the federal antitrust claims in their
entirety on the ground that Plaintiffs failed to plead antitrust injury, reasoning that
the LIBOR‐setting process was collaborative rather than competitive and that
Plaintiffs therefore suffered no anticompetitive harm. See LIBOR I, 935 F. Supp. 2d
at 686−95. At the same time, however, the district court denied motions to dismiss
2 Those entities are Citigroup Financial Products, Inc.; Citi Swapco Inc.; Citigroup Global Markets,
Inc.; Citigroup Funding Inc.; Credit Suisse Securities (USA) LLC; Credit Suisse (USA) Inc.;
Deutsche Bank Securities, Inc.; HSBC Bank USA, N.A.; HSBC Finance Corporation; HSBC
Securities (USA) Inc.; HSBC USA Inc.; Chase Bank, USA, N.A.; J.P. Morgan Securities LLC; Merrill
Lynch, Pierce, Fenner & Smith Inc. (f/k/a Banc of America Securities LLC); Merrill Lynch Capital
Services, Inc.; RBC Capital Markets LLC; RBS Securities Inc. (f/k/a Greenwich Capital Markets,
Inc.); UBS Securities LLC; Barclays Capital Inc.; Credit Suisse International; The Hongkong and
Shanghai Banking Corporation Ltd.; J.P. Morgan Dublin plc; Merrill Lynch International Bank.
Although our case caption lists Credit Suisse Group International, the district court dismissed
that party since the complaint referenced it only in the case caption, and the entity otherwise
appears to be non‐existent. In re LIBOR‐Based Fin. Instruments Antitrust Litig. (“LIBOR IV”), No.
11‐mdl‐2262 (NRB), 2015 WL 6243526, at *158 (S.D.N.Y. Oct. 20, 2015). The caption also lists
Rabobank International, but that is merely a tradename for Rabobank.

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certain other contract‐based claims that were not linked to the antitrust claims. Id.
at 738. Several Plaintiffs appealed, and we dismissed the appeal for lack of subject
matter jurisdiction for the simple reason that the district court had not yet issued
a final order disposing of the entire MDL. In re LIBOR‐Based Fin. Instruments
Antitrust Litig., 2013 WL 9557843, at *1. The Supreme Court granted certiorari and
reversed, holding that Plaintiffs did not have to wait until the completion of all
MDL proceedings to appeal and observing that the parties could take advantage
of Federal Rule of Civil Procedure 54(b) to obtain partial judgment on subsets of
claims. Gelboim v. Bank of Am. Corp., 574 U.S. 405, 415–16 (2015).
With the case once again before our Court, we reversed the district court on
the merits. Specifically, we held that Plaintiffs had plausibly alleged a per se
antitrust violation involving horizontal price‐fixing and had plausibly alleged an
inter‐bank conspiracy to suppress LIBOR based on parallel conduct, internal
communications, and “a common motive” of “increased profits and the projection
of financial soundness.” Gelboim, 823 F.3d at 781–82. We further considered
Plaintiffs’ statutory “antitrust standing,” which turns on whether Plaintiffs
“suffered antitrust injury” and whether they are the proper parties to challenge
the antitrust violations (so‐called “efficient enforcers”). Id. at 772. While we

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determined that Plaintiffs had sufficiently alleged that they suffered an antitrust
injury, we concluded that we were “not in a position to resolve” the efficient‐
enforcer prong, which would “entail further inquiry” best left to the district court
in the first instance. Id. at 778.
Back in the district court, Defendants moved to dismiss several antitrust
claims, including the federal antitrust claims filed by Schwab and the Bondholder
Plaintiffs, on efficient enforcer grounds. The Defendants also moved to dismiss
various state‐law antitrust claims, such as those filed by Schwab pursuant to
California’s Cartwright Act, arguing that state law imposed analogous efficient
enforcer requirements that certain Plaintiffs could not overcome. Separately,
citing a lack of personal jurisdiction, Defendants moved to dismiss all or part of
each complaint filed by Schwab and the OTC and Exchange‐Based Plaintiffs, as
well as the remaining eighteen complaints filed by non‐class Plaintiffs.
On December 20, 2016, the district court largely granted the motions to
dismiss. On the issue of antitrust standing, the district court concluded that the
Bondholder Plaintiffs were not efficient enforcers since they purchased their bonds
from third parties who independently chose to reference LIBOR. In re LIBOR‐
Based Fin. Instruments Antitrust Litig. (“LIBOR VI”), No. 11‐mdl‐2262 (NRB), 2016

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17
WL 7378980, at *16 (S.D.N.Y. Dec. 20, 2016). Such independent action, the court
explained, “breaks the chain of causation between [D]efendants’ actions and a
[P]laintiff’s injury.” Id. The court further held that the efficient enforcer
considerations underlying its analysis of the federal antitrust claims applied with
equal force to the antitrust claims brought under California’s Cartwright Act. Id.
at 24.
But the district court did not address whether Schwab, whose claims
depended in part on purchasing LIBOR‐related bonds sold by third parties, was
an efficient enforcer. Instead, the district court dismissed Schwab’s three
complaints (and the claims of several other Plaintiffs) on personal jurisdiction
grounds. The district court first defined the scope of the conspiracy, which the
court deemed to be limited to the Banks’ “projection of financial soundness.” Id.
at 7. With this narrow scope in mind, the court rejected the notion that Plaintiffs
could “rely on the sales of LIBOR‐based financial products in the United States”
because “the goal of the conspiracy would have succeeded regardless of whether
any defendants based their products on LIBOR and regardless of whether any
[D]efendant [B]ank increased or decreased the margin on their LIBOR‐based
products.” Id. at 8. Although the court noted several allegations that Bank

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executives and managers in the United States had directed the suppression of
LIBOR from within the United States, the court nevertheless found that the
allegations could be “easily discounted, especially in light of the moving
[D]efendants’ declarations” denying those allegations. Id. at 11. After discounting
those allegations, and without holding an evidentiary hearing or permitting
jurisdictional discovery, the district court concluded that Plaintiffs had failed to
plausibly allege any facts supporting a conspiracy‐based theory of jurisdiction. See
id. at 8, 14.
Plaintiffs timely appealed. We received briefing on the antitrust standing
issues, separate briefing on the personal jurisdiction issues, and supplemental
briefing in light of our decision in Schwab. Following oral argument, we granted
requests from a number of parties to sever, stay, and remand their appeals to the
district court for purposes of concluding settlement negotiations. The district
court ultimately approved those settlements on December 16, 2020, prompting us

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to dismiss those appeals on January 27, 2021. 3 This appeal is now ready for
resolution.
II. DISCUSSION
In broad strokes, Plaintiffs raise two challenges to the district court’s
opinion. First, Schwab and the Bondholder Plaintiffs challenge the district court’s
conclusion that those who purchased LIBOR‐related bonds from third parties lack
antitrust standing under federal law, and (with respect to Schwab only) that
California law applies the same statutory standing analysis. Second, each Plaintiff
contends that the district court in fact had personal jurisdiction over every
Defendant based on multiple theories, including a conspiracy‐based theory of
jurisdiction. We take each issue in turn.
3 Specifically, we dismissed the appeals of the following parties pursuant to Federal Rule of
Appellate Procedure 42(b): (1) Plaintiffs Ellen Gelboim and Linda Zacher’s appeal with respect
to Citibank, NA and Citigroup, Inc. (Doc. No. 821); (2) Gelboim and Zacher’s appeal with respect
to J.P. Morgan Chase & Co., J. P. Morgan Chase Bank, N.A., Bank of America Corporation, and
Bank of America N.A. (Doc. Nos. 817, 815); (3) Gelboim and Zacher’s appeal with respect to Royal
Bank of Scotland (Doc. Nos. 819), and (4) the Exchange‐Based Plaintiffs Metzler Asset
Management GmbH (f/k/a Metzler Investment GMBH), FTC Futures Fund SICAV, FTC Futures
Fund PCC Ltd., Atlantic Trading USA, LLC, 303030 Trading LLC, Gary Francis, and Nathaniel
Haynes’s appeal with respect to Société Générale S.A. (Doc. Nos. 784). We later dismissed HSBC
Holdings plc and HSBC Bank plc from one of the Schwab cases. (Doc. No. 838) Most recently,
Gelboim and Zacher moved to sever and stay their appeal as to Credit Suisse, The Bank of Tokyo‐
Mitsubishi UFJ, Ltd. (now known as MUFG Bank, Ltd.), and Norinchukin Bank, which we
granted on October 19, 2021; accordingly, this opinion does not resolve any legal issues between
those parties.

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A. Antitrust Standing
The Bondholder Plaintiffs argue that the district court improperly dismissed
their complaint after concluding that they lacked antitrust standing to bring a
federal antitrust claim. Schwab purports to join the Bondholder Plaintiffs’ appeal
on this issue to the extent that its antitrust claims overlap with the Bondholder
Plaintiffs’, and Schwab further challenges the district court’s determination that
California’s state antitrust law mirrors its federal analog.
On the issue of federal antitrust standing, we agree with the district court’s
conclusion that those Plaintiffs who purchased LIBOR‐based bonds from third
parties did not suffer an antitrust injury that was proximately caused by Defendants’
alleged conspiracy. Like the district court, we therefore hold that the Bondholder
Plaintiffs are not the proper parties to sue under federal antitrust law because – in
the parlance of our antitrust doctrine – the Bondholder Plaintiffs are not “efficient
enforcers” of the federal law. The same conclusion necessarily covers Schwab’s
federal antitrust claims, to the extent that they are based on Schwab’s purchase of
LIBOR‐related bonds from third parties, and Schwab’s California antitrust claims,

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since we are persuaded that California’s antitrust standing analysis tracks its
federal analog.4
1. Antitrust Standing for Federal Antitrust Claims
Section 4 of the Clayton Act provides for a private right of action and treble
damages to “[a]ny person who shall be injured in his business or property by
reason of anything forbidden in the antitrust laws.” 15 U.S.C. § 15(a). But the
Supreme Court has recognized that “Congress did not intend the antitrust laws to
provide a remedy in damages for all injuries that might conceivably be traced to
an antitrust violation.” Associated General Contractors of California, Inc. v. California
State Council of Carpenters (“AGC”), 459 U.S. 519, 534 (1983) (internal quotation
marks omitted). Accordingly, the private right to seek treble damages for federal
antitrust violations has “developed limiting contours,” which are “embodied in
the concept of ‘antitrust standing.’” Gatt Commc’ns, Inc. v. PMC Assocs., L.L.C., 711
F.3d 68, 75 (2d Cir. 2013).
To establish antitrust standing, “a plaintiff must show (1) antitrust injury,
which is ‘injury of the type the antitrust laws were intended to prevent and that
4 Even though the district court dismissed Schwab’s claims for lack of personal jurisdiction and
did not reach Defendants’ motion to dismiss Schwab’s claims for lack of antitrust standing, we
are free to consider that issue on appeal as an alternate basis to affirm the dismissal of Schwab’s
claims. See Daniel v. Am. Bd. of Emergency Med., 428 F.3d 408, 421 (2d Cir. 2005).

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flows from that which makes defendants’ acts unlawful,’ and (2) that he is a proper
plaintiff in light of four ‘efficient enforcer’ factors[.]” In re DDAVP Direct Purchaser
Antitrust Litig., 585 F.3d 677, 688 (2d Cir. 2009) (quoting Brunswick Corp. v. Pueblo
Bowl‐O‐Mat, Inc., 429 U.S. 477, 489 (1977)). 5 There can be no doubt after our
decision in Gelboim that all Plaintiffs here, including Schwab and the Bondholder
Plaintiffs, have “plausibly alleged antitrust injury” flowing from the Banks’
horizontal price‐fixing conspiracy. 823 F.3d at 775. But even where a plaintiff “has
cleared the antitrust‐injury hurdle,” the plaintiff must further “show that it is an
‘efficient enforcer’ of the antitrust laws.” IQ Dental Supply, Inc. v. Henry Schein,
Inc., 924 F.3d 57, 65 (2d Cir. 2019). Though Gelboim did not resolve this efficient‐
enforcer prong of the antitrust‐standing analysis, the district court considered the
issue on remand and found that the Bondholder Plaintiffs failed to plausibly allege
facts establishing that they were efficient enforcers.
At its core, the efficient enforcer analysis requires a court to decide if the
“plaintiff is a proper party to perform the office of a private attorney general and
5 Of course, an antitrust plaintiff must show both constitutional standing and antitrust standing.
See AGC, 459 U.S. at 535 n.31; Port Dock & Stone Corp. v. Oldcastle Ne., Inc., 507 F.3d 117, 121 (2d
Cir. 2007). But we have already held that constitutional standing is “easily satisfied by
[A]ppellants’ pleading that they were harmed by receiving lower returns on LIBOR‐denominated
instruments as a result of [D]efendants’ manipulation of LIBOR.” Gelboim, 823 F.3d at 770.

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thereby vindicate the public interest in antitrust enforcement.” Gelboim, 823 F.3d
at 780 (internal quotation marks omitted). In AGC, the Supreme Court outlined
four factors to guide this analysis:
(1) “‘the directness or indirectness of the asserted injury’”;
(2) “‘the existence of an identifiable class of persons whose self‐
interest would normally motivate them to vindicate the public
interest in antitrust enforcement’”;
(3) “the speculativeness of the alleged injury”; and
(4) “the difficulty of identifying damages and apportioning them
among direct and indirect victims so as to avoid duplicative
recoveries.”
Volvo N. Am. Corp. v. Menʹs Intʹl Prof’l Tennis Council, 857 F.2d 55, 66 (2d Cir. 1988)
(quoting AGC, 459 U.S. at 540–45). We now consider whether the district court
properly applied these factors on remand.
a. Directness of the Injury
In our view, the district court correctly “dr[e]w a line between [P]laintiffs
who transacted directly with [D]efendants and those who did not,” finding that
only those who transacted with the Banks suffered a direct antitrust injury. LIBOR
VI, 2016 WL 7378980, at *16. For the purposes of antitrust standing, proximate
cause is determined according to the so‐called “first‐step rule.” “Under th[at] rule,

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injuries that happen at the first step following the harmful behavior are considered
proximately caused by that behavior.” In re Am. Express Anti‐Steering Rules
Antitrust Litig., No. 20‐1766, slip op. at 15 (2d Cir. Nov. 22, 2021); see also Gatt, 711
F.3d at 78 (“Directness . . . means close in the chain of causation.”) (internal
quotation marks omitted). It is thus not enough that a plaintiff “suffered a loss in
some manner that might conceivably be traced to the conduct of the defendants.”
In re Aluminum Warehousing Antitrust Litig., 833 F.3d 151, 157 (2d Cir. 2016)
(internal quotation marks omitted). Rather, “‘the general tendency of [§ 4 of the
Clayton Act] is not to go beyond the first step.’” Verizon Commc’ns Inc. v. Law Offs.
of Curtis V. Trinko, LLP, 540 U.S. 398, 417 (2004) (Stevens, J., concurring in the
judgment) (internal quotation marks omitted); see also Lexmark Int’l, Inc. v. Static
Control Components, Inc., 572 U.S. 118, 126 (2014) (citing AGC, 459 U.S. at 532–33)
(holding that the Clayton Act covers only plaintiffs “whose injuries were
proximately caused by a defendant’s antitrust violations.”)
The first‐step rule and traditional proximate cause considerations require
drawing a line between those whose injuries resulted from their direct transactions
with the Banks and those whose injuries stemmed from their deals with third
parties. See In re Am. Express, No. 20‐1766, slip op. at 17 (holding that “if there are

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‘direct victims,’ those victims are the merchants to which Amex’s Anti‐Steering
Rules applied,” not the appellants who “were allegedly injured when Amex’s
competitors, . . . raised their own prices”); 2A Phillip Areeda & Herbert
Hovenkamp, Antitrust Law ¶ 335c(3) (2014) (“Beyond the actual customers, most
other plaintiffs would be classified as ‘remote’ and denied standing even though
they have suffered injury‐in‐fact.”). This is because the decision of a third party to
incorporate LIBOR as a term in a financial instrument could be made without any
connection to the actions of the Banks. Such independent decisions snap the chain
of causation linking Plaintiffs’ injury to the Banks’ misconduct.
The disconnect between Plaintiffs’ injury and the Banks’ alleged benefit
further demonstrates the attenuated nature of the causal chain. Schwab and the
Bondholder Plaintiffs were allegedly harmed because they received lower‐interest
payments due to the conspirators’ suppression of LIBOR, which resulted in
Plaintiffs’ counterparties receiving a corresponding benefit of lower‐interest
payments. But the reduced‐interest payment in no way enriched the Banks, who
had no financial stake in the transactions whatsoever. Rather, for every Plaintiff
who was harmed by a reduced‐interest payment, there was a third party who
benefited from being the counterparty to the transaction. None of that benefit,

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however, flowed to the Banks. And while Plaintiffs insist that the Banks derived
a reputational benefit from falsely touting their ability to get lower rates on
borrowing than was actually the case, that benefit too is wholly unrelated to the
purported harm. Though the Banks may have increased their profits by selling
LIBOR‐indexed instruments, those who purchased from third parties were “not
the target” of such harm; they were “simply collateral damage.” IQ Dental Supply,
924 F.3d at 65−66.
To be sure, some courts have occasionally looked past intervening decisions
by third parties to find “umbrella standing,” which allows a consumer who dealt
with a non‐cartel member to pursue antitrust claims against cartel members who
rigged the market as a whole. See Gelboim, 823 F.3d at 778 (collecting cases and
noting a circuit split). We have never adopted this theory of antitrust standing,
and the unique nature of the LIBOR conspiracy makes umbrella standing
particularly inappropriate here. See, e.g., In re Am. Express, No. 20‐1766, slip op. at
23 (“[I]t is not the appellants’ status of umbrella plaintiffs or otherwise that
resolves the antitrust standing question but ‘the relationship between the
defendant’s alleged unlawful conduct and the resulting harm to the plaintiff.’”
(quoting Am. Ad Mgmt., Inc. v. Gen. Tel. Co. of Cal., 190 F.3d 1051, 1058 (9th Cir.

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1999)). Unlike the archetypal price‐fixing conspiracy, which involves a cartel that
controls a market for a good and sells that good at an inflated price, see, e.g., In re
Beef Indus. Antitrust Litig., 600 F.2d 1148, 1166 n.24 (5th Cir. 1979), the LIBOR
conspiracy entailed the fixing of a number that was available for unlimited third
parties to reference and incorporate into their own products and transactions
without any input from, or involvement by, the Banks. There is no allegation that
the Banks controlled the market for LIBOR‐referencing products, nor any claim
that the Banks pressured third parties to adhere to a LIBOR‐based index. Instead,
third parties independently decided to peg their bonds’ terms to LIBOR.
Simply put, umbrella standing of the sort urged by the Bondholder and
Schwab Plaintiffs would yield liability that is far too sweeping and would,
therefore, “raise the very concern of damages disproportionate to wrongdoing”
emphasized in cases that reject umbrella standing. Gelboim, 823 F.3d at 779.
Because the harm that befell Schwab and the Bondholder Plaintiffs is far removed
from Defendants’ conduct, it cannot be said that Defendants proximately caused
the alleged antitrust injury.
The Supreme Court’s decision in Blue Shield of Virginia v. McCready, 457 U.S.
465 (1982), is not to the contrary. There, the plaintiff argued that an insurance

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provider for her employer‐purchased group health plan had conspired with
psychiatrists to box out psychologists from the psychotherapy market, and as a
result of the conspiracy, had refused to reimburse her for treatment provided by a
psychologist. See id. at 469−70. The Supreme Court determined that the plaintiff
had successfully pleaded antitrust injury because, even though she did not directly
transact with the conspiring defendants, her injury was “inextricably intertwined”
with their scheme. Id. at 484. In so holding, the Supreme Court merely carved out
an exception to the market participant requirement in cases where a plaintiff was
“manipulated or utilized by [a defendant] as a fulcrum, conduit or market force to
injure competitors or participants in the relevant product and geographical
markets.” Aluminum Warehousing, 833 F.3d at 161 (internal quotation marks
omitted). McCready involved a direct relationship between the pocket‐book harm
to the plaintiff and the market advantage gained by the defendants, which was the
very goal of the conspiracy.
Not so here. As noted above, Defendants derived no benefit from Plaintiffs’
transactions with third parties. Those transactions, while arguably foreseeable to
the Banks, were entirely separate from the purpose of the alleged conspiracy and
took place merely because of LIBOR’s unlimited public availability as a reference

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point for innumerable transactions. This case thus has little in common with
McCready.
Likewise, the Seventh Circuit cases on which Plaintiffs rely, Sanner v. Board
of Trade of Chicago, 62 F.3d 918 (7th Cir. 1995), and Loeb Industries, Inc. v. Sumitomo
Corp., 306 F.3d 469 (7th Cir. 2002), do not support a finding of proximate cause
here. In both cases, the Seventh Circuit found antitrust standing for the plaintiffs
who bought or sold various physical commodities in the cash market, and who
alleged injuries caused by the defendants’ manipulation of the futures market for
the same commodity. Sanner, 62 F.3d at 930; Loeb Indus., 306 F.3d at 489. But while
these cases accepted a somewhat attenuated chain of causation, they nonetheless
emphasized the “lockstep” link between prices in the two markets and the
uniquely interrelated nature of a cash market for a specific commodity and the
futures market for that same commodity. In fact, Sanner deemed the markets to be
“so closely related that the distinction between them is of no consequence to
antitrust standing analysis.” 62 F.3d at 929 (internal quotation marks omitted).
Sanner further emphasized that the defendant “intended to impact both the cash
and futures markets to bring down prices in both markets” in order to benefit its
clients. Id. at 929−30. The same cannot be said here, where the Banks gained no

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financial benefit from the use of LIBOR as an index number for third‐party
transactions.
We thus reject the attempts of Schwab and the Bondholder Plaintiffs “to
impose liability for transactions [that] [D]efendants did not control and of which
they were likely not even aware.” Sonterra Cap. Master Fund Ltd. v. Credit Suisse
Grp. AG, 277 F. Supp. 3d 521, 560 (S.D.N.Y. 2017); see also In re Am. Express, No. 20‐
1766, slip op. at 17; Sullivan v. Barclays PLC, No. 13‐cv‐2811 (PKC), 2017 WL 685570,
at *17–18; In re Platinum & Palladium Antitrust Litig., No. 14‐cv‐9391 (GHW), 2017
WL 1169626, at *22 (S.D.N.Y. Mar. 28, 2017). As aptly summarized by the district
court, the Bondholder Plaintiffs “did not purchase directly from [D]efendants,”
and “made their own decisions to incorporate LIBOR into their transactions, over
which [D]efendants had no control, in which [D]efendants had no input, and from
which [D]efendants did not profit.” LIBOR VI, 2016 WL 7378980, at *16. The same
is true of Schwab insofar as it purchased LIBOR‐related bonds from third parties.6
Accordingly, since Defendants did not proximately cause the injury flowing from
6 Indeed, Schwab’s argument is even more tenuous in some respects, since Schwab bases its
federal antitrust claim not only on LIBOR‐indexed bonds purchased from third parties, but also
on fixed‐rate bonds that do not reference LIBOR at all. Schwab’s theory is that LIBOR exerted a
kind of gravitational force, influencing fixed‐rate bonds. But that is clearly insufficient to
establish antitrust standing.

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the purchases of these LIBOR‐related bonds, neither set of Plaintiffs has statutory
standing to raise a federal antitrust claim related to those purchases. See Lexmark,
572 U.S. at 126.
b. Other AGC Factors
While the first factor alone furnishes ample justification for affirming the
district court, the other AGC factors, on the whole, likewise cut against a finding
of antitrust standing. The second factor – “the existence of more direct victims of
the alleged conspiracy,” AGC, 459 U.S. at 545 – clearly weighs against antitrust
standing since there is no shortage of other parties in this very case who purchased
LIBOR‐indexed financial instruments directly from the Banks. Those victims’
injuries are directly linked to the Banks’ profit from the conspiracy, thus
underscoring the attenuated nature of the harms allegedly flowing from third‐
party bond sales. See id.
The third factor, which focuses on whether the alleged damages are
“highly speculative,” id. at 542, also favors Defendants. As we previously stated,
“highly speculative damages is a sign that a given plaintiff is an inefficient engine
of enforcement.” Gelboim, 823 F.3d at 779. Schwab and the Bondholder Plaintiffs
contend that their “damage theory is simple,” and only requires the district court

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to compare the “difference between the fixed price and the price that would have
obtained in a competitive market but for the price fixing.” Appellant’s Antitrust
Br. at 37–38.
Though simple to articulate, Plaintiffs’ damages theory would be difficult to
apply because, at least for those who purchased their bonds during the
suppression period, Plaintiffs’ theory would require the court to speculate about
how the third‐party sellers would have factored a non‐suppressed LIBOR into the
transaction. For example, a bondholder may have received lowered coupon
payments from a suppressed rate, but the price of the bond itself may have been
correspondingly lowered to account for a suppressed LIBOR. The spread relative
to LIBOR could have also been adjusted in light of the lower rate. To answer these
and other conjectural hypotheticals, Schwab and the Bondholder Plaintiffs “would
have to model far more than basic lost sales and lost profits”; they would
essentially have to “creat[e] . . . an alternative universe” based on “multiple layers
of speculation.” IQ Dental Supply, 924 F.3d at 67 (internal quotation marks
omitted). Such “highly speculative” damages claims are disfavored in selecting
efficient antitrust enforcers. See AGC, 459 U.S. at 542–43.

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That said, two considerations persuade us to give this damages‐calculation
factor only limited weight. First, many of the Bondholder Plaintiffs purchased
their bonds prior to the period in which LIBOR was allegedly suppressed. For
claims based on these purchases, calculating damages would be more
straightforward since it would not turn on how third parties accounted for the
suppressed rate when incorporating LIBOR as part of the price term. Second, the
Supreme Court has warned that antitrust standing should not provide a “get‐out‐
of‐court‐free card” to be played “any time that a damages calculation might be
complicated.” Apple Inc. v. Pepper, 139 S. Ct. 1514, 1524 (2019). Though of
diminished weight, this factor nevertheless tips the scale slightly in favor of
Defendants.
Finally, the fourth AGC factor – “the importance of avoiding either the risk
of duplicate recoveries on the one hand, or the danger of complex apportionment
of damages on the other” – reflects a “strong interest . . . in keeping the scope of
complex antitrust trials within judicially manageable limits.” AGC, 459 U.S. at
543–44. This case does not present the problem of upstream and downstream
purchasers that is the usual focus of this factor. See id. After all, the third parties
who sold the bonds – and benefited from the suppressed rate – would clearly not

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be in a position to enforce the antitrust laws. Although the ongoing government
enforcement actions might pose some minimal risk of duplicative recoveries, see
Gelboim, 823 F.3d at 780, we nevertheless view this fourth factor as favoring
Schwab and the Bondholder Plaintiffs.
But, on the whole, the last three AGC factors ultimately bolster the finding
that Schwab and the Bondholder Plaintiffs have failed to establish antitrust
standing.7
2. Antitrust Standing for California Antitrust Claims
Schwab next challenges the district court’s decision to apply the AGC
antitrust standing factors to antitrust claims brought pursuant to California’s
Cartwright Act. Though state‐law authority is sparse and federal cases
interpreting the state’s requirements are divided, compare, e.g., In re Am. Express
Anti‐Steering Rules Antitrust Litig., 433 F. Supp. 3d 395, 413—14 (E.D.N.Y. 2020)
(siding with courts applying the AGC factors to California’s Cartwright Act), with,
e.g., In re Keurig Green Mountain Single‐Serve Coffee Antitrust Litig., 383 F. Supp. 3d
187, 258 (S.D.N.Y. 2019) (“I cannot conclude . . . that the Supreme Court of
7 Having resolved the antitrust‐standing issue in favor of Defendants, we do not reach their
alternative argument that Schwab and the Bondholder Plaintiffs have not pleaded an antitrust
injury related to bonds purchased before the suppression period.

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35
California would apply the AGC factors in accordance with federal
precedents. . . .”), we ultimately agree with the court below that California law
substantially incorporates the AGC factors.
In deciding matters of state law, we seek to “predict how the state’s highest
court would resolve the [issues] that we have identified.” Travelers Ins. Co. v.
Carpenter, 411 F.3d 323, 329 (2d Cir. 2005) (internal quotation marks omitted).
Naturally, that means that we “give the fullest weight to pronouncements of the
state’s highest court,” id. – but it also means that we look to the rulings of the state’s
lower courts as providing important data points for understanding state law, see
New York v. Nat’l Serv. Indus., Inc., 460 F.3d 201, 210 (2d Cir. 2006).
To date, the California Supreme Court has not addressed the question
before us; instead, the best data point for assessing California’s antitrust standing
analysis is a decision from a California intermediate appellate court, Vinci v. Waste
Mgmt., Inc., 43 Cal. Rptr. 2d 337, 338–39 (Cal. Ct. App. 1995), which expressly
described the antitrust standing required under state law in terms of the AGC
factors. See also Wholesale Elec. Antitrust Cases I & II, 55 Cal. Rptr. 3d 253, 265 (Cal.
Ct. App. 2007) (quoting federal antitrust standing elements as deciding antitrust
standing under California’s Cartwright Act). The Vinci court looked to federal

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antitrust elements both because the Cartwright Act contains “similar language” to
the federal antitrust statute interpreted in AGC and “[b]ecause the Cartwright Act
has objectives identical to the federal antitrust acts.” Vinci, 43 Cal. Rptr. 2d at 338
& n.1.
Schwab nonetheless contends that the California Supreme Court’s more
recent decision in Aryeh v. Canon Business Solutions, Inc., 292 P.3d 871, 877 (Cal.
2013), casts doubt on Vinci. While it is true that Aryeh stated in dicta that
“[i]nterpretations of federal antitrust law are at most instructive, not conclusive,
when construing the Cartwright Act,” 292 P.3d at 877, Aryeh does not compel us
to conclude that interpretations of federal and state antitrust standing law always
diverge. Indeed, we recently held – on the strength of Aryeh’s instructions alone –
that “the California legislature, like Congress, was ‘familiar with the common‐law
rule’ of proximate cause” and did not intend “to displace it sub silentio” when it
enacted the Cartwright Act. In re Am. Express, No. 20‐1766, slip op. at 23 (quoting
Lexmark, 572 U.S. at 132). This conclusion is strengthened by Vinci, which remains
the California case most directly on point. We therefore hold that Schwab also
lacks antitrust standing to bring its state‐law claims based on its purchasing of
bonds from third parties.

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B. Personal Jurisdiction
We next consider the district court’s personal jurisdiction analysis. As noted
above, the district court dismissed the federal and state antitrust claims filed by
the Exchange‐Based, OTC, and non‐class Plaintiffs (including Schwab), after
concluding that these Plaintiffs failed to sufficiently allege minimum contacts with
the United States. Reviewing the district court’s dismissal de novo, Chloé v. Queen
Bee of Beverly Hills, LLC, 616 F.3d 158, 163 (2d Cir. 2010), we conclude that the
district court had specific personal jurisdiction under the conspiracy theory
adopted in Schwab.
To survive a motion to dismiss, “a plaintiff must make a prima facie
showing that [personal] jurisdiction exists.” Licci ex rel. Licci v. Lebanese Canadian
Bank, SAL, 732 F.3d 161, 167 (2d Cir. 2013) (internal quotation marks omitted).
While we read “the pleadings and any supporting materials in the light most
favorable to the plaintiffs,” id., we also require that the plaintiffs make “legally
sufficient allegations of jurisdiction, including an averment of facts that, if
credited[,] would suffice to establish jurisdiction over the defendant,” Penguin Grp.
(USA) Inc. v. Am. Buddha, 609 F.3d 30, 35 (2d Cir. 2010) (alteration in original)
(internal quotation marks omitted).

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Before a court may exercise personal jurisdiction over a defendant, three
requirements must be met: (1) “the plaintiff’s service of process upon the
defendant must have been procedurally proper”; (2) “there must be a statutory
basis for personal jurisdiction that renders such service of process effective”; and
(3) “the exercise of personal jurisdiction must comport with constitutional due
process principles.” Waldman v. Palestine Liberation Org., 835 F.3d 317, 327–28 (2d
Cir. 2016) (quoting Licci ex rel. Licci, 673 F.3d at 59–60).
Only the third requirement – compliance with due process – is contested
here. As the Supreme Court has long held, due process demands that each
defendant over whom a court exercises jurisdiction have some “minimum contacts
with [the forum] such that the maintenance of the suit does not offend traditional
notions of fair play and substantial justice.” Intʹl Shoe Co. v. Wahsington, 326 U.S.
310, 316 (1945) (internal quotation marks omitted); see also Waldman, 835 F.3d at
330–31 (applying analysis to Fifth Amendment). Our inquiry narrows further,
however, since the district court did not address traditional notions of fair play
and substantial justice, and Defendants do not rely on that prong as an alternative

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basis for affirmance. We thus likewise limit our analysis to the assessment of
Defendants’ minimum contacts. See Schwab, 883 F.3d at 82.
The district court determined that the “relevant forum for the assessment of
minimum contacts is the United States as a whole.” LIBOR VI, 2016 WL 7378980,
at *8. In reaching this conclusion, the district court cited its analysis in an earlier
opinion, id., in which the court had observed that some of Plaintiffs’ claims “arise
under federal statutes containing provisions authorizing nationwide service of
process,” LIBOR IV, 2015 WL 6243526, at *23; see 15 U.S.C. § 22. There, the district
court grounded its nation‐based approach on the theory that “[w]hen the national
sovereign is applying national law, the relevant contacts are the contacts between
the defendant and the sovereign[] nation.” LIBOR IV, 2015 WL 6243526, at *23
(quoting In re Oil Spill by Amoco Cadiz, 954 F.2d 1279, 1294 (7th Cir. 1992)); see also
Chew v. Dietrich, 143 F.3d 24, 28 n.4 (2d Cir. 1998). No party challenges the district
court’s conclusion that a nation‐wide contacts analysis is appropriate here, and
neither do we. See In re Magnetic Audiotape Antitrust Litig., 334 F.3d 204, 207 (2d
Cir. 2003) (assuming that district court correctly decided that the “minimum
contacts analysis looks to a corporation’s contacts with the United States as a
whole,” “given that the parties do not question it on appeal”).

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When the claims “arise[] out of, or relate[] to, [a] defendant’s contacts with
the forum — i.e., specific jurisdiction is asserted — minimum contacts necessary
to support such jurisdiction exist where the defendant purposefully availed itself
of the privilege of doing business in the forum and could foresee being haled into
court there.” Licci, 732 F.3d at 170 (internal quotation marks omitted and
alterations adopted); see also Bristol‐Myers Squibb Co. v. Superior Ct. of California, 137
S. Ct. 1773, 1780 (2017). The contacts must be created by the “defendant [it]self,”
Walden v. Fiore, 571 U.S. 277, 284 (2014) (internal quotation marks omitted), rather
than from the “unilateral activity of another party or a third person,” Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 417 (1984). That said, “a defendant
can ‘purposefully avail itself of a forum’” through the action of a third party by
“directing its agents or distributors to take action there.” Schwab, 883 F.3d at 84
(quoting Daimler AG v. Bauman, 571 U.S. 117, 135 n.13 (2014)); see also Walden, 571
U.S. at 286 (“[A] defendant’s contacts with the forum State may be intertwined
with his transactions or interactions with the plaintiff or other parties.”).
In Schwab, we held that a defendant can similarly avail itself of a forum
through certain actions taken by a co‐conspirator in the forum. See Schwab, 883
F.3d at 86–87. Much like an agent who operates on behalf of, and for the benefit

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of, its principal, a co‐conspirator who undertakes action in furtherance of the
conspiracy essentially operates on behalf of, and for the benefit of, each member
of the conspiracy. See Copperweld Corp. v. Indep. Tube Corp., 467 U.S. 752, 769 (1984)
(“In any conspiracy, two or more entities that previously pursued their own
interests separately are combining to act as one for their common benefit.”).
To assert a conspiracy theory of personal jurisdiction, a plaintiff must
plausibly allege that “(1) a conspiracy existed; (2) the defendant participated in the
conspiracy; and (3) a co‐conspirator’s overt acts in furtherance of the conspiracy
had sufficient contacts with a [forum] to subject that co‐conspirator to jurisdiction
in that [forum].” Schwab, 883 F.3d at 87. Defendants argue that Plaintiffs cannot
meet Schwab’s third prong, and that, in addition to Schwab’s test, conspiracy‐based
jurisdiction “requires a relationship of direction, control, and supervision before a
co‐conspirator’s forum contacts may be imputed to absent defendants for
jurisdictional purposes.” Appellees’ Jurisdiction Sur‐reply at 5. We reject both
arguments.

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1. The Plaintiffs plausibly alleged overt conspiratorial acts in the
forum.
Only Schwab’s third prong is at issue here.8 When viewed in favor of the
non‐moving party, the pleadings and record evidence establish several overt,
conspiratorial acts that are sufficient to subject each co‐conspirator to personal
jurisdiction in the United States. See Licci, 732 F.3d at 167; Dorchester Fin. Sec., Inc.
v. Banco BRJ, S.A., 722 F.3d 81, 85 (2d Cir. 2013).
Plaintiffs allege that Bank executives and managers in the United States
mandated that their subordinates manipulate LIBOR. For starters, they allege that
a “senior UBS manager in Stamford, Connecticut issued [a] standing directive to
‘submit low LIBOR contributions’ for USD LIBOR, and to keep submissions in the
‘middle of the pack of other banks’ expected LIBOR submissions.’” Confidential
App’x at 3–4 (quoting UBS’s admissions to the Department of Justice). Similarly,
8 Although Defendants state for the first time in their sur‐reply that Plaintiffs failed to satisfy the
first two Schwab factors, we consider this delayed argument to be forfeited. See McBride v. BIC
Consumer Prods. Mfg. Co., 583 F.3d 92, 96 (2d Cir. 2009) (“[W]e ordinarily will not consider issues
raised for the first time in a reply brief.”); 16AA Charles A. Wright & Arthur R. Miller, Federal
Practice & Procedure § 3974.2 (5th ed.) (“An appellee who fails to include and properly argue a
contention in the appellee’s brief takes the risk that the court will view the contention as
forfeited.”). Indeed, even after Plaintiffs’ opening brief articulated essentially the same
conspiracy‐based jurisdictional test later adopted in Schwab and relied on Gelboim as
“confirm[ing] that the first and second elements are met,” Appellants’ Jurisdiction Br. at 59,
Defendants’ 73‐page response brief on personal jurisdiction did not hint at any disagreement on
that score. Under these circumstances, no “manifest injustice” would result from following our
ordinary course and declining to consider Defendants’ belated argument. JP Morgan Chase Bank
v. Altos Hornos de Mexico, S.A. de C.V., 412 F.3d 418, 428 (2d Cir. 2005).

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Plaintiffs rely on emails between a senior JPMorgan Chase executive in New York
and the Banks’ LIBOR submitter discussing the importance of staying in “the
pack” and asking the submitter to “err on the low side” when setting LIBOR. Id.
at 3, 30, 139. They also quote an email in which a U.S.‐based employee of Citibank
urged the Bank’s LIBOR submitter that “we should take a leadership [role] in
bringing these LIBORS back to more sensible levels,” “[e]xactly as we did 3–4
months back”; the Bank’s LIBOR submissions then decreased. Id. at 34–35. Finally,
Plaintiffs assert that a Barclays’ executive “who was based in New York . . . has
admitted that he instructed subordinates to submit artificially low USD LIBOR
rates.” Id. at 343.
If true, these communications would establish overt acts taken by co‐
conspirator Banks in the United States in furtherance of the suppression
conspiracy, vesting the district court with personal jurisdiction over each
Defendant. See Schwab, 883 F.3d at 87; cf. United States v. Kirk Tang Yuk, 885 F.3d
57, 74 (2d Cir. 2018) (holding that a phone call to advance a conspiracy made venue
proper in the district where the call originated); Textor v. Bd. of Regents of N. Illinois
Univ., 711 F.2d 1387, 1393 (7th Cir. 1983) (finding conspiracy‐based personal

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jurisdiction where a party allegedly discriminated in the forum “[i]n furtherance
of, and in accordance with, th[e] conspiracy”).9
The district court, however, was not convinced because it found each
allegation to be “easily discounted, especially in light of the moving [D]efendants’
declarations stating that they did not determine or transmit their LIBOR
submissions from the United States.” LIBOR VI, 2016 WL 7378980, at *11. But this
is not the stage in the litigation to decide competing factual assertions; “in the
absence of an evidentiary hearing, it was error for the district court to resolve that
factual dispute in [Defendants’] favor.” Dorchester, 722 F.3d at 86.
Defendants nonetheless argue that Plaintiffs’ allegations cannot survive
scrutiny. Attacking the allegations concerning the UBS‐related LIBOR bids, they
contend that the document on which Plaintiffs rely (a non‐prosecution agreement
with the Department of Justice) actually “contradicts” Plaintiffs’ assertion that the
UBS manager in Stamford, Connecticut directed subordinates to manipulate the
inter‐bank rate. Appellee’s Jurisdiction Br. at 43. To be sure, the non‐prosecution
agreement mentions suppression‐related emails from a UBS manager “in Zurich,”
9 In light of this conclusion, we do not address whether other alleged acts, including that the BBA
sent a representative to the United States to assure investors that LIBOR was sound and that
LIBOR submissions were transmitted to Thomson Reuters in New York, also amount to overt
conspiratorial acts in the forum.

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but the agreement further states that the Zurich manager “in turn indicated that
the direction came from the Stamford‐based Group Treasury senior manager.”
App’x at 3399, 3408. And while Defendants would discount these statements as
“apparently not based on . . . personal knowledge,” Appellee’s Jurisdiction Br. at
43, we are not at liberty to draw that inference against Plaintiffs at this stage of the
litigation. See Dorchester, 722 F.3d at 85–86.
Defendants similarly challenge the characterizations of other alleged
conspiratorial acts. For instance, Defendants would disregard allegations of the
U.S.‐based requests from upper management at JPMorgan Chase, dismissing
those communications as “executives” merely “express[ing] opinions about
[LIBOR] submissions.” Appellee’s Jurisdiction Br. at 44. Once again, this strained
reading is clearly incompatible with our obligation to interpret the record in the
light most favorable to Plaintiffs. See Dorchester, 722 F.3d at 85–86. In the end,
Plaintiffs have alleged overt acts taken in the United States to advance the
suppression conspiracy; at this stage of the litigation, that is enough to establish
personal jurisdiction. See Schwab, 883 F.3d at 87.

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2. Conspiracy jurisdiction does not require allegations of control.
Defendants next argue that in addition to meeting Schwab’s three elements,
Plaintiffs must also demonstrate that Defendants directed, controlled, and/or
supervised the co‐conspirator who carried out the overt acts in the forum.
Although Defendants base their argument on our decision in Leasco Data Processing
Equip. Corp. v. Maxwell, 468 F.2d 1326 (2d Cir. 1972), abrogated on other grounds by
Morrison v. Nat’l Australia Bank Ltd., 561 U.S. 247 (2010), neither that case nor due
process principles require more than that a defendant purposefully availed itself
of the forum through the overt acts of its co‐conspirator.
In adopting “the appropriate test for alleging a conspiracy theory of
jurisdiction,” Schwab noticeably did not endorse Defendant’s argument, even
though Defendants advanced the same point there. Compare Schwab, 883 F.3d at
86–87, with Brief for Defendants‐Appellees, Schwab, 883 F.3d 68, 2017 WL 395989,
at *30–35. Our silence was not due to oversight – indeed, elsewhere in Schwab we
discussed the very portions of Leasco on which Defendants now rely. See Schwab,
883 F.3d at 85. Leasco, however, did not demand a relationship of control before
one defendant’s minimum contacts are imputed to its co‐conspirator. It held
instead that “the mere presence of one conspirator” would not be enough to

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“confer personal jurisdiction over another alleged conspirator,” and that actions
taken by a lawyer in the forum could not be attributed to a partner at the law firm
merely on the basis of the partnership. Leasco, 468 F.2d at 1343. True, we went on
to state in dicta that the “matter could be viewed differently” if the partner had
delegated the in‐forum tasks, meaning that delegation and control can be
important indicia of purposeful availment through a third party. Id. But that
observation in no way amounts to a holding that a defendant must control a co‐
conspirator before its purposeful availment is imputed to the defendant; rather,
Schwab provides “the appropriate test for alleging a conspiracy theory of
jurisdiction.” 883 F.3d at 87.
Moreover, although we conclude that our caselaw does not require a
relationship of control, direction, or supervision, we should also underscore that
Schwab’s three‐prong test serves the purposeful availment requirement, rather than
supplants it. See id. (fashioning the test to avoid “inconsisten[cies] with the
‘purposeful availment’ requirement”). To that end, the conspiracy theory could
not get off the ground if a defendant were altogether blindsided by its co‐
conspirator’s contacts with the forum; the conspiratorial contacts must be of the
sort that a defendant “should reasonably anticipate being haled into court” in the

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forum as a result of them. World‐Wide Volkswagen Corp. v. Woodson, 444 U.S. 286,
297 (1980); see also Schwab, 883 F.3d at 82 (“[The] minimum contacts necessary to
support such jurisdiction exist where the defendant purposefully availed itself of
the privilege of doing business in the forum and could foresee being haled into
court there.”).
Defendants, of course, do not dispute that the overt acts were foreseeable to
them. The alleged conspiracy involved the manipulation of U.S.‐Dollar LIBOR
with co‐conspirators who were based in the United States. With this backdrop,
the alleged overt acts taken by co‐conspirators in the United States to advance the
conspiracy should certainly have been anticipated by Defendants, and that is
enough to make out a prima facie case that each Defendant has the requisite
minimum contacts with the nation. 10 See Schwab, 883 F.3d at 87.
III. C ONCLUSION
For the foregoing reasons, we AFFIRM the judgment of the district court
dismissing the Bondholder Plaintiffs’ complaint, as well as dismissing Schwab’s
federal and state antitrust claims to the extent that they depend on its purchases
10 Having resolved the specific personal jurisdiction issue in favor of the Plaintiffs, we do not reach
Plaintiffs’ alternative arguments that Defendants established minimum contacts with the United
States by (1) selling trillions of dollars of LIBOR-based instruments in the United States, Appellants’
Jurisdiction Br. at 40−42; (2) exploiting U.S. markets for USD-LIBOR-based financial products, id. at
42−44; and (3) targeting the United States with their price-fixing conspiracy, id. at 42−46.

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of LIBOR‐related bonds from third parties. But since we hold that Defendants had
the relevant minimum contacts with the United States to satisfy due process, we
REVERSE the judgment in part, and REMAND for further proceedings.

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APPENDIX A
Additional Counsel for Plaintiffs‐Appellants on the Brief
Steven E. Fineman, Michael J. Miarmi, Lieff Cabraser Heimann & Bernstein,
LLP, New York, New York; Brendan P. Glackin, Lieff Cabraser Heimann &
Berstein, LLP, San Francisco, California, for Plaintiffs‐Appellants Schwab
Short‐Term Bond Market Fund, Schwab Total Bond Market Fund, Schwab U.S.
Dollar Liquid Assets Fund, Schwab Money Market Fund, Schwab Value
Advantage Money Fund, Schwab Retirement Advantage Money Fund, Schwab
Investor Money Fund, Schwab Cash Reserves, Schwab Advisor Cash Reserves,
Charles Schwab Bank, N.A., Charles Schwab & Co., Inc., Schwab YieldPlus Fund,
Schwab YieldPlus Fund Liquidation Trust, and The Charles Schwab Corporation.
Barry Barnett, Michael C. Kelso, Susman Godfrey LLP., Houston, Texas;
William Christopher Carmody, Arun S. Subramanian, Geng Chen, Susman
Godfrey LLP., New York, New York; Drew Hansen, Susman Godfrey LLP.,
Seattle, Washington; Marc M. Seltzer, Susman Godfrey LLP., Los Angeles,
California; Michael David Hausfeld, Hilary Kathleen Scherrer, Nathanial
Christian Giddings, Hausfeld LLP, Washington DC, for Plaintiffs‐Appellants
City of New Britain, Mayor and City Council of Baltimore, Vistra Energy
Corporation, Yale University, and Jennie Stuart Medical Center, Inc.
Richard W. Mithoff, Mithoff Law, Houston, Texas, for Plaintiff‐Appellant City
of Houston.
Nanci E. Nishimura, Cotchett, Pitre & McCarthy, Burlingame, California;
Alexander E. Barnett, Cotchett, Pitre & McCarthy, New York, New York, for
Plaintiffs‐Appellants City of Houston, California Public Plaintiffs, County of
Sonoma, The San Mateo County Joint Powers Financing Authority, Richmond
Joint Powers Financing Authority, Successor Agency to the Richmond Community
Redevelopment Agency, Riverside Public Financing Authority, David E.
Sundstrom, East Bay Municipal Utility District, and Regents of the University of
California.
Karen Lisa Morris, Patrick F. Morris, R. Michael Lindsey, Morris and Morris
LLC, Wilmington, Delaware; David H. Weinstein, Robert S. Kitchenoff,

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Weinstein Kitchenoff & Asher LLC, Philadelphia, Pennsylvania for Plaintiffs‐
Appellants Ellen Gelboim and Linda Zacher.
Steig David Olson, Daniel L. Brockett, Daniel Paul Cunningam, Jacob J.
Waldman, Quinn Emanuel Urquhart & Sullivan, LLP, New York, New
York; Jeremy Andersen, Quinn Emanuel Urquhart & Sullivan, LLP, Los
Angeles, California, for Plaintiffs‐Appellants City of Philadelphia and the
Pennsylvania Intergovernmental Cooperation Authority, Prudential Investment
Portfolios 2, Darby Financial Products, Capital Ventures International, and Salix
Capital US Inc.
David E. Kovel, Andrew Martin McNeela, Kirby McInerney LLP, New York,
New York; Christopher Lovell, Lovell Stewart Halebian Jacobson LLP, New
York, New York, for Plaintiffs‐Appellants Metzler Investment GmbH, Gary
Francis, 303030 Trading LLC, Atlantic Trading USA, LLC, FTC Futures Fund
PCC Ltd., FTC Futures Fund SICAV, and Nathaniel Haynes.
David Charles Frederick, Andrew C. Shen, Kellogg, Hansen, Todd, Figel &
Frederick, P.L.L.C., Washington, D.C., for Plaintiff‐Appellant National Credit
Union Administration Board.
Additional Counsel for Defendants‐Appellees on the Brief
Mary Beth Forshaw, Paul C. Gluckow, Alan C. Turner, Isaac Rethy, Thomas
C. Rice, Alexander Nuo Li, Simpson Thacher & Bartlett LLP, New York,
New York; Abram Ellis, Washington, D.C., for Defendants‐Appellees
JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A.
Arthur Joseph Burke, Paul S. Mishkin, Adam Gabor Mehes, Robert Frank
Wise, Jr., Davis Polk & Wardwell LLP, New York, New York, for Defendants‐
Appellees Bank of America Corporation and Bank of America, N.A.
Daryl A. Libow, Christopher Michael Viapiano, Sullivan & Cromwell LLP,
Washington, D.C., for Defendant Appellee Bank of Tokyo‐Mitsubishi UFJ, Ltd.
David H. Braff, Yvonne S. Quinn, Jeffrey Thomas Scott, Matthew J. Porpora,
Sullivan & Cromwell, New York, New York; Jonathan D. Schiller, Leigh
Nathanson, Amos Friedland, Boies Schiller Flexner LLP, New York, New

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York; Michael A. Brille, Boies Schiller Flexner LLP, Washington, D.C., for
Defendants‐Appellees Barclays PLC, Barclays Bank PLC, and Barclays Capital Inc.
Andrew A. Ruffino, Covington & Burling LLP, New York, New York; Alan
M. Wiseman, Thomas A. Isaacson, Andrew D. Lazerow, Covington &
Burling LLP, Washington, D.C.; Lev Dassin, Jonathan S. Kolodner, Cleary
Gottlieb Steen & Hamilton LLP, New York, New York, for Defendants‐
Appellees Citigroup Inc. and Citibank, N.A.
David R. Gelfand, Robert Charles Hora, Mark D. Villaverde, Jonathan
Ohring, Milbank, Tweed, Hadley & McCloy LLP, New York, New York, for
Defendant‐Appellee Coöperatieve Rabobank U.A.
Herbert Scott Washer, Elai Katz, Joel Kurtzberg, Jason M. Hall, Adam Mintz,
Cahill Gordon & Reindel LLP, New York, New York, for Defendant‐Appellee
Credit Suisse Group AG, Credit Suisse AG, Credit Suisse International, and Credit
Suisse (USA), Inc.
Moses Silverman, Andrew Corydon Finch, Aidan Synnott, Paul, Weiss,
Rifkind, Wharton & Garrison LLP, New York, New York, for Deutsche Bank
AG.
Gregory Thomas Casamento, R. James Jude DeRose, III, Locke Lord LLP,
New York, New York; Jack Ballard, Houston, Texas; Roger B. Cowie, Locke
Lord LLP, Dallas, Texas; J. Matthew Goodin, Julia C. Webb, Locke Lord LLP,
Chicago, Illinois, for Defendants‐Appellees HSBC Holdings plc, HSBC Bank plc,
and HSBC Bank USA, N.A.
Eric Jonathan Stock, Jefferson E. Bell, Mark A. Kirsch, Peter Sullivan,
Lawrence J. Zweifach, Gibson, Dunn & Crutcher LLP, New York, New York,
for Defendant‐Appellee UBS AG.
Donald R. Littlefield, Michael A. Rodriguez, Ballard & Littlefield, LLP,
Houston, Texas, for Defendants‐Appellees HSBC Holdings plc and HSBC Bank
plc (in City of Houston, No. 17‐2376).

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David Sapir Lesser, Fraser L. Hunter, Wilmer Cutler Pickering Hale & Dorr
LLP, New York, New York, for Defendants‐Appellees The Royal Bank of
Scotland Group plc and The Royal Bank of Scotland plc.
Robert G. Houck, Clifford Chance US LLP, New York, New York, for
Defendants‐Appellees The Royal Bank of Scotland plc and RBS Securities Inc.
Richard D. Owens, Jeff G. Hammel, Latham & Watkins LLP, New York,
New York, for Defendants‐Appellees British Bankers’ Association, BBA
Enterprises Ltd., and BBA LIBOR Ltd.
Arthur W. Hahn, Christian T. Kemnitz, Brian J. Poronsky, Katten Muchin
Rosenman LLP, Chicago, Illinois; Robert Thomas Smith, Washington, D.C.,
for Defendants‐Appellees Royal Bank of Canada and RBC Capital Markets, LLC
Steven Wolowitz, Henninger S. Bullock, Andrew J. Calica, Mayer Brown
LLP, New York, New York, for Defendant‐Appellee Société Générale.
Andrew W. Stern, Alan M. Unger, Thomas Andrew Paskowtiz, Sidley
Austin LLP, New York, New York, for Defendant‐Appellee Norinchukin Bank.
Christopher Martin Paparella, Marc A. Weinstein, Hughes Hubbard & Reed
LLP, New York, New York, for Defendants‐Appellees Portigon AG and
Westdeutsche ImmobilienBank AG.
Counsel for Amici Curiae
Marc M. Seltzer, Susman Godfrey L.L.P., Los Angeles, California; Drew
Hansen, Susman Godfrey L.L.P., Seattle, Washington; Michael D. Hausfeld,
Hilary K. Scherrer, Nathaniel C. Giddings, Hausfeld LLP, Washington, D.C.
for Amici Curiae the Mayor and City Council of Baltimore, the City of New Britain,
Vistra Energy Corporation, Yale University and Jennie Stuart Medical Center, Inc.

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