Laydon v. Coöperatieve Rabobank U.A., et al.

20-3626 (L)
Laydon v. Coöperatieve Rabobank U.A., et al.
1
United States Court of Appeals
for the Second Circuit
August Term 2021
Argued: May 24, 2022
Decided: October 18, 2022
Amended: December 8, 2022
Nos. 20-3626(L), 20-3775(XAP)
JEFFREY LAYDON,
on behalf of himself and all others similarly situated,
Plaintiff-Appellant-Cross-Appellee,
v.
C OÖPERATIEVE R ABOBANK U.A., B ARCLAYS B ANK PLC,
S OCIÉTÉ GÉNÉRALE S.A.,
Defendants-Appellees-Cross-Appellants,
THE ROYAL B ANK OF S COTLAND G ROUP PLC, UBS AG, L LOYDS
B ANKING G ROUP PLC, UBS S ECURITIES JAPAN C O ., L TD., THE R OYAL
B ANK OF SCOTLAND PLC, RBS SECURITIES JAPAN L IMITED,
Defendants-Appellees.*
On Appeal from the United States District Court
for the Southern District of New York
* The Clerk of Court is respectfully directed to amend the caption
accordingly.

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Before: P OOLER , PARK, and LEE , Circuit Judges.
Plaintiff Jeffrey Laydon brought this putative class action
against more than twenty banks and brokers, alleging a conspiracy to
manipulate two benchmark rates known as Yen-LIBOR and Euroyen
TIBOR. He claimed that he was injured after purchasing and
trading a Euroyen TIBOR futures contract on a U.S.-based commodity
exchange because the value of that contract was based on a distorted,
artificial Euroyen TIBOR. Plaintiff brought claims under the
Commodity Exchange Act (“CEA”), 7 U.S.C. § 1 et seq., and the
Sherman Antitrust Act, 15 U.S.C. § 1 et seq., and sought leave to assert
claims under the Racketeer Influenced and Corrupt Organizations
Act (“RICO”), 18 U.S.C. §§ 1962, 1964(c). The district court (Daniels,
J.) dismissed the CEA and antitrust claims and denied leave to add
the RICO claims. Plaintiff appeals, arguing that the district court
erred by holding that the CEA claims were impermissibly
extraterritorial, that he lacked antitrust standing to assert a Sherman
Act claim, and that he failed to allege proximate causation for his
proposed RICO claims.
We affirm. The alleged conduct—i.e., that the bank
defendants presented fraudulent submissions to an organization
based in London that set a benchmark rate related to a foreign
currency—occurred almost entirely overseas. Indeed, Plaintiff fails
to allege any significant acts that took place in the United States.
Plaintiff’s CEA claims are based predominantly on foreign conduct
and are thus impermissibly extraterritorial. See Prime Int’l Trading,
Ltd. v. BP P.L.C., 937 F.3d 94, 106 (2d Cir. 2019). The district court
also correctly concluded that Plaintiff lacked antitrust standing
because he would not be an efficient enforcer of the antitrust laws.
See Schwab Short-Term Bond Mkt. Fund v. Lloyds Banking Grp. PLC, 22
F.4th 103, 115–20 (2d Cir. 2021). Lastly, we agree with the district
court that Plaintiff failed to allege proximate causation for his RICO
claims. The judgment of the district court is thus AFFIRMED.

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E RIC F. C ITRON, Goldstein & Russell, P.C., Bethesda, MD
(Vincent Briganti, Margaret MacLean, Lowey
Dannenberg, P.C., White Plains, NY, on the brief), for
Plaintiff-Appellant-Cross-Appellee Jeffrey Laydon.
THOMAS G. H UNGAR , Gibson, Dunn & Crutcher LLP,
Washington, DC (Russell B. Balikian, Gibson, Dunn &
Crutcher LLP, Washington, DC; Mark A. Kirsch, Eric J.
Stock, Jefferson E. Bell, Gibson, Dunn & Crutcher LLP,
New York, NY, on the brief), for Defendants-Appellees UBS
AG and UBS Securities Japan Co., Ltd.
MARC J. G OTTRIDGE, Herbert Smith Freehills New York
LLP, New York, NY (Lisa J. Fried, Herbert Smith
Freehills New York LLP, New York, NY; Benjamin A.
Fleming, Hogan Lovells US LLP, New York, NY, on the
brief), for Defendant-Appellee Lloyds Banking Group plc.
NICOLE A. S AHARSKY, Mayer Brown LLP, New York, NY
(Steven Wolowitz, Andrew J. Calica, Mayer Brown LLP,
New York, NY, on the brief), for Defendant-Appellee-Cross-
Appellant Société Générale S.A.
David R. Gelfand, Tawfiq S. Rangwala, Milbank LLP,
New York, NY; Mark D. Villaverde, Milbank LLP, Los
Angeles, CA, for Defendant-Appellee-Cross-Appellant
Coöperatieve Rabobank U.A.
David S. Lesser, King & Spalding LLP, New York, NY;
Robert G. Houck, Clifford Chance US LLP, New York,
NY, for Defendants-Appellees The Royal Bank of Scotland plc,
The Royal Bank of Scotland Group plc, and RBS Securities
Japan Ltd.

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20-3626 (L)
Laydon v. Coöperatieve Rabobank U.A., et al.
4
PARK, Circuit Judge:
Plaintiff Jeffrey Laydon brought this putative class action
against more than twenty banks and brokers, alleging a conspiracy to
manipulate two benchmark rates known as Yen-LIBOR and Euroyen
TIBOR. He claimed that he was injured after purchasing and
trading a Euroyen TIBOR futures contract on a U.S.-based commodity
exchange because the value of that contract was based on a distorted,
artificial Euroyen TIBOR. Plaintiff brought claims under the
Commodity Exchange Act (“CEA”), 7 U.S.C. § 1 et seq., and the
Sherman Antitrust Act, 15 U.S.C. § 1 et seq., and sought leave to assert
claims under the Racketeer Influenced and Corrupt Organizations
Act (“RICO”), 18 U.S.C. §§ 1962, 1964(c). The district court (Daniels,
J.) dismissed the CEA and antitrust claims and denied leave to add
the RICO claims. Plaintiff appeals, arguing that the district court
erred by holding that the CEA claims were impermissibly
extraterritorial, that he lacked antitrust standing to assert a Sherman
Act claim, and that he failed to allege proximate causation for his
proposed RICO claims.
We affirm. The alleged conduct—i.e., that the bank
defendants presented fraudulent submissions to an organization
based in London that set a benchmark rate related to a foreign
currency—occurred almost entirely overseas. Indeed, Plaintiff fails
to allege any significant acts that took place in the United States.
Plaintiff’s CEA claims are based predominantly on foreign conduct
and are thus impermissibly extraterritorial. See Prime Int’l Trading,
Ltd. v. BP P.L.C., 937 F.3d 94, 106 (2d Cir. 2019). The district court

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also correctly concluded that Plaintiff lacked antitrust standing
because he would not be an efficient enforcer of the antitrust laws.
See Schwab Short-Term Bond Mkt. Fund v. Lloyds Banking Grp. PLC, 22
F.4th 103, 115–20 (2d Cir. 2021). Lastly, we agree with the district
court that Plaintiff failed to allege proximate causation for his RICO
claims. The judgment of the district court is thus affirmed.
I. BACKGROUND
A. Factual Background
1. Yen-LIBOR and Euroyen TIBOR
Plaintiff alleges the manipulation of two benchmark rates
known as Yen-LIBOR and Euroyen TIBOR, which reflected the
interest rates at which banks can lend Japanese Yen outside of Japan.1
There were two key differences between Yen-LIBOR and Euroyen
TIBOR. First, different entities set the rates. During the relevant
period, the Japanese Bankers Association (“JBA”) set Euroyen TIBOR
by accepting submissions from a panel of banks headquartered
primarily in Japan. Each bank submitted to the JBA the interest rate
at which it could borrow offshore Yen. The JBA then calculated
Euroyen TIBOR for various maturities by discarding the two highest
and two lowest submissions and averaging the remaining ones.
Yen-LIBOR, on the other hand, was a London-based benchmark set
1 The names are short for “Yen London Interbank Offered Rate” and
“Euroyen Tokyo Interbank Offered Rate,” respectively. The Euroyen, also
known as offshore yen, refers to deposits denominated in Japanese Yen
held outside of Japan. Yen-LIBOR and Euroyen TIBOR are based on “the
interest rates at which banks offer to lend unsecured funds denominated in
Japanese Yen to other banks in the offshore wholesale money market (or
interbank market).” Third Am. Compl. ¶ 122.

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by the British Bankers’ Association (“BBA”). Each bank sitting on a
panel of London-based banks submitted to the BBA the rate at which
it could borrow Yen outside of Japan. The BBA calculated Yen-
LIBOR by discarding the highest and lowest 25% of submissions and
determining the average of the remaining 50%. The second major
difference between the rates was that they were set at different times.
“Euroyen TIBOR [was] calculated on each business day as of 11:00
a.m. Tokyo time,” while “Yen-LIBOR [was] calculated each business
day as of 11:00 a.m. London time.” Third Am. Compl. ¶¶ 126, 130.
2. The Alleged Conduct
Plaintiff Laydon is a U.S. resident who traded three-month
Euroyen TIBOR futures contracts between January 1, 2006 and June
30, 2011 (the “Class Period”). This type of contract is an “agreement
to buy or sell a Euroyen time deposit having a principal value of
100,000,000 Japanese Yen with a three-month maturity commencing
on a specific future date.” Third Am. Compl. ¶ 134. 2 Plaintiff
placed these trades on the Chicago Mercantile Exchange (“CME”), a
U.S.-based futures exchange. Specifically, he “initiated a short
position by selling five . . . Euroyen TIBOR futures contracts on July
13, 2006 at a price of $99.315 per contract” and then “liquidated that
position by purchasing five long . . . futures contracts on August 3,
2006 at a price of $99.490 per contract for loss of $2,150.35.” Id. ¶ 911.
Defendants-Appellees served as panel banks for the BBA in setting
2 Unlike an “ordinary bank deposit” that is “payable on demand,” a
time deposit cannot be withdrawn from the bank before a set date. See 10
Am. Jur. 2d Banks and Fin. Insts. § 641.

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Yen-LIBOR during the relevant period.3 Plaintiff also sued several
derivatives brokers who allegedly helped Defendants manipulate
Yen-LIBOR and Euroyen TIBOR.4
Plaintiff maintains that Defendants conspired to manipulate
Yen-LIBOR and Euroyen TIBOR by giving false Yen-LIBOR
submissions to the BBA, which affected the price of Plaintiff’s three-
month Euroyen TIBOR futures. Although Defendants did not serve
as panel banks for the JBA in setting Euroyen TIBOR, Plaintiff alleges
that their purported manipulation of Yen-LIBOR—which is set earlier
in the day—affected Euroyen TIBOR. See Third Am. Compl. ¶¶ 844,
845 (alleging that “[c]hanges in Yen-LIBOR will be immediately
reflected in Euroyen TIBOR rates . . . once Euroyen TIBOR opens” and
that “the reporting of false and inaccurate Yen-LIBOR rates . . .
cause[d] artificial Euroyen TIBOR rates and artificial Euroyen TIBOR
futures prices”).
He further asserts that the “driving force[s] behind Defendants’
manipulation” were conflicts of interest. Id. ¶ 167. Namely,
3 These include UBS AG and UBS Securities Japan Co., Ltd. (“UBS”);
the Royal Bank of Scotland Group plc, The Royal Bank of Scotland plc, and
RBS Securities Japan Limited (“RBS”); Lloyds Banking Group plc
(“Lloyds”); Barclays Bank PLC (“Barclays”); Société Générale S.A.
(“SocGen”); and Coöperatieve Rabobank U.A. (“Rabobank”) (collectively,
“Defendants”).
4 The broker defendants who initially joined this appeal were ICAP
plc and ICAP Europe Limited (collectively, “ICAP”) and Tullett Prebon plc.
We granted Plaintiff’s motion to sever and stay the appeal with respect to
ICAP and Tullett Prebon and remanded to allow the district court to
consider a proposed class-action settlement between Plaintiff and these
parties.

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Plaintiff claims that Defendants held their own “Euroyen-based
derivatives positions” and that their traders’ “compensation was
based in part on the profit and loss calculation” of Defendants’
trading books. Id. And “even very small movements in Yen-
LIBOR . . . would have a significant positive impact on the
profitability of” trading positions, so Defendants’ traders had
incentives to manipulate Yen-LIBOR. Id.
To support these allegations, Plaintiff relies on information
revealed in various domestic and foreign enforcement proceedings.
He points to Defendants’ admissions concerning actions taken by
their employees at overseas trading desks. These allegations
describe Defendants’ foreign-based employees submitting false rates
to the BBA, as well as traders asking other employees responsible for
sending submissions to the BBA to move the benchmark rate in a
direction that would benefit the trader’s trading position.5 As for
domestic conduct, Plaintiff primarily relies on a handful of
communications sent from Defendants’ foreign-based employees
5 For example, Plaintiff alleges that RBS Yen traders “attempted to
manipulate Yen-LIBOR by making hundreds of manipulative requests of
RBS’ Primary Submitter, Paul White, and London-based traders.” Third
Am. Compl. ¶ 267 (“RBS’ derivatives traders’ requests for artificial Yen-
LIBOR submissions were common and made openly on the trading floors
in Asia and London.”). Similarly, Plaintiff asserts that UBS began
tendering “false Yen-LIBOR and Euroyen TIBOR” submissions as early as
2006. Id. ¶ 241. Plaintiff focuses on the actions of UBS Yen Traders Tom
Hayes and Roger Darin, who operated from UBS desks in Tokyo,
Singapore, and Zurich, and were prosecuted in the United States and the
United Kingdom for manipulating Yen-LIBOR.

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through or to servers located in the United States.6 Plaintiff does not
allege that Defendants’ employees sent artificial submissions to the
BBA from within the United States.
On behalf of a putative class, Plaintiff sought an unspecified
amount in regular and treble damages, as well as an injunction
prohibiting Defendants from continuing their alleged unlawful
conduct.
B. Procedural Background
Plaintiff filed this action in 2012. On April 15, 2013, before the
district court resolved any substantive motions, Plaintiff filed the
Second Amended Complaint, alleging claims under the CEA, 7 U.S.C.
§ 1 et seq., and Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1 et
seq.7
Over nearly a decade of litigation, the district court issued
several orders dismissing various claims and defendants. First, on
March 28, 2014, the court granted Defendants’ motion to dismiss
6 Plaintiff cites a criminal complaint brought by U.S. prosecutors
against UBS Yen Trader, Tom Alexander William Hayes, which alleges that
Hayes “caused confirmations . . . to be transmitted from outside the United
States to a counterparty based in Purchase, New York, for transactions
involving interest rate derivative products tied to a benchmark interest rate
which [Hayes] was secretly manipulating.” Joint App’x at 2036. Plaintiff
also relies on the testimony of a Rabobank employee, Anthony Allen, from
his trial for wire fraud stemming from manipulation of Yen-LIBOR,
reflecting that Allen knew that some of the counterparties to Rabobank’s
transactions were in the United States. See Third Am. Compl. ¶¶ 92–93.
7 Plaintiff also brought an unjust-enrichment claim and a CEA
vicarious-liability claim, but he does not appeal the dismissal of those
claims.

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Plaintiff’s antitrust claims, finding that Plaintiff lacked antitrust
standing in part because he would not be an “efficient enforcer” of
the alleged antitrust violation. The court allowed the remaining
CEA claims to proceed.
Plaintiff next sought leave to file the Third Amended
Complaint to add RICO claims and additional defendants. On
March 31, 2015, the district court allowed Plaintiff to file the new
pleadings but denied leave to add the RICO claims, finding that
Plaintiff did “not show a sufficiently direct connection between the
alleged misconduct and the injury to support a RICO claim.” Special
App’x at 58. That same day, the court also dismissed several
defendants for lack of personal jurisdiction, rejecting Plaintiff’s
conspiracy theory of personal jurisdiction.
Two years later, on March 10, 2017, the district court dismissed
several new defendants named in the Third Amended Complaint—
including the broker Defendants ICAP and Tullett Prebon plc—for
lack of personal jurisdiction, finding that their alleged conduct did not
create a substantial connection with the United States and once again
rejecting Plaintiff’s “‘conspiracy theory’ of jurisdiction.” Special
App’x at 73–79. Finally, on August 27, 2020, the court dismissed the
surviving CEA claims against the remaining defendants, finding the
claims impermissibly extraterritorial because “Defendants’ alleged
wrongful conduct . . . is almost entirely foreign.” Id. at 86. Plaintiff
filed a timely notice of appeal.8
8 Defendants Barclays, SocGen, and Rabobank filed a cross-appeal,
challenging the district court’s November 10, 2014 order denying them
leave to file a motion to dismiss based on lack of personal jurisdiction. We
severed the main appeal and the cross appeal as to Barclays and ordered a

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II. DISCUSSION
Plaintiff argues that the district court erred by dismissing his
CEA claims as impermissibly extraterritorial. He also challenges the
district court’s decisions to dismiss his antitrust claims for lack of
standing and to reject his RICO claims for lack of proximate
causation.9 “We review de novo the dismissal of a complaint for
failure to state a claim upon which relief can be granted.” Myun-Uk
Choi v. Tower Rsch. Cap. LLC, 890 F.3d 60, 65 (2d Cir. 2018) (citation
omitted). “The denial of leave to amend is similarly reviewed de
novo because the denial was based on an interpretation of law, such
as futility.” Gelboim v. Bank of Am. Corp., 823 F.3d 759, 769 (2d Cir.
2016) (cleaned up).
We agree with the district court that Plaintiff failed to state a
claim under the CEA because the alleged conduct occurred
predominantly outside the United States. We also agree that
limited remand for the district court to consider the approval of a proposed
class action settlement between Plaintiff and Barclays. As to SocGen and
Rabobank, we need not reach the issues in their cross-appeal—which
concern whether the district court properly found that they forfeited or
waived their personal jurisdiction arguments—because we affirm the
district court’s dismissal orders on the merits.
9 Plaintiff also argues that the district court erred by dismissing
several defendants for lack of personal jurisdiction. We do not reach this
issue because our decision on the merits provides an alternative ground for
affirmance. See Chevron Corp. v. Naranjo, 667 F.3d 232, 246 n.17 (2d Cir.
2012); 4 C. Wright & A. Miller, Fed. Prac. and Proc. § 1067.6 (4th ed. 2022)
(“[A] court simply may avoid the issue [of personal jurisdiction] by
resolving the suit on the merits when they clearly must be decided in favor
of the party challenging jurisdiction, thereby obviating any need to decide
the question.”).

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Plaintiff lacks antitrust standing and failed to allege proximate
causation for his RICO claims.
A. Commodity Exchange Act Claims
1. Legal Principles
The CEA prohibits “manipulat[ing] or attempt[ing] to
manipulate the price of any commodity in interstate commerce.”
7 U.S.C. § 13(a)(2). Section 22 of the CEA provides a private right of
action, permitting a party to sue “[a]ny person . . . who violates this
chapter” and hold that person liable “for actual damages resulting
from one or more of the transactions” listed in the statute. Id.
§ 25(a)(1).
“We interpret the CEA in light of the presumption against
extraterritoriality, a canon of statutory interpretation that is a ‘basic
premise of our legal system.’” Prime, 937 F.3d at 102 (quoting RJR
Nabisco, Inc. v. Eur. Cmty., 579 U.S. 325, 335 (2016)). “This canon
helps avoid the international discord that can result when U.S. law is
applied to conduct in foreign countries” and “reflects the
commonsense notion that Congress generally legislates with
domestic concerns in mind.” In re Picard, Tr. for Liquidation of Bernard
L. Madoff Inv. Sec. LLC, 917 F.3d 85, 95 (2d Cir. 2019) (cleaned up).
We decide questions of extraterritoriality using a two-step
framework. First, we “ask[] whether the presumption against
extraterritoriality has been rebutted” by “text [that] provides a clear
indication of an extraterritorial application.” WesternGeco LLC v.
ION Geophysical Corp., 138 S. Ct. 2129, 2136 (2018) (cleaned up).
“Absent clearly expressed congressional intent to the contrary,
federal laws will be construed to have only domestic application.”

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RJR Nabisco, Inc., 579 U.S. at 335; see also Morrison v. Nat’l Austl. Bank
Ltd., 561 U.S. 247, 255 (2010) (“When a statute gives no clear indication
of an extraterritorial application, it has none.”). Second, if we
conclude that the presumption against exterritoriality has not been
rebutted, we decide “whether the case involves a domestic
application of the statute.” RJR Nabisco, Inc., 579 U.S. at 337. To do
so, we determine whether “the conduct relevant to the statute’s focus
occurred in the United States.” Id. “[I]f the conduct relevant to the
focus occurred in a foreign country, then the case involves an
impermissible extraterritorial application regardless of any other
conduct that occurred in U.S. territory.” Id.
Section 22 of the CEA lacks any “affirmative intention by
Congress to give [it] extraterritorial effect.” Loginovskaya v.
Batratchenko, 764 F.3d 266, 272 (2d Cir. 2014) (cleaned up). A claim
relying on Section 22 must thus involve a domestic application of the
statute. And the focus of the statute is transactional, see id. at 272, so
“suits funneled through [the CEA’s] private right of action must be
based on transactions occurring in the territory of the United States,”
Prime, 937 F.3d at 103 (cleaned up).
Simply pleading a domestic transaction, however, is not
enough. Section 22 is a general provision affording a cause of action
to private litigants. Instead of prohibiting certain, specified conduct,
it applies when a defendant commits “a violation of this chapter.”
7 U.S.C. § 25(a)(1). A private plaintiff pleading a CEA claim under
Section 22 must thus invoke a substantive provision of the CEA. See
Prime, 937 F.3d at 105. And allowing a plaintiff to state a domestic
application of Section 22 based merely on a domestic transaction
“would . . . divorce the private right afforded in Section 22 from the

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requirement of a domestic violation of a substantive provision of the
CEA.” Id. A plaintiff must thus plead not only a domestic
transaction, but also sufficiently domestic conduct by the defendant.
In other words, “Plaintiffs’ claims must not be ‘so predominantly
foreign as to be impermissibly extraterritorial.’” Id. (quoting
Parkcentral Glob. Hub Ltd. v. Porsche Auto. Holdings SE, 763 F.3d 198,
216 (2d Cir. 2014)).
2. Analysis
Plaintiff’s CEA claims are impermissibly extraterritorial
because the conduct he alleges is “predominantly foreign.” Prime,
937 F.3d at 106. First, Plaintiff traded a derivative that is tied to the
value of a foreign asset. The complaint alleges that he was injured
after purchasing and trading a Euroyen TIBOR futures contract,
which is “an agreement to buy or sell a Euroyen time deposit having
a principal value of 100,000,000 Japanese Yen with a three-month
maturity commencing on a specific future date.” Third Am. Compl.
¶ 134. As alleged, the value of this asset is, in part, determined by
Yen-LIBOR and Euroyen TIBOR because these rates are meant to
capture the prevalent interest rates at which banks lend such time
deposits. So the value of this asset is based on rates set by foreign
entities (i.e., JBA and BBA) in foreign countries (i.e., Japan and the
United Kingdom).
Second, the alleged manipulative conduct occurred almost
entirely abroad. Plaintiff’s conspiracy allegations describe conduct
and communications that occurred overseas on foreign trade desks.10
10 See, e.g., Third Am. Compl. ¶¶ 231–33 (Rabobank’s employees,
Anthony Allen and Tetsuya Motomura, made requests to contribute false
submissions from “Rabobank’s money market desk in London” and

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Indeed, Plaintiff focuses on the actions of employees who worked in
foreign offices. See Joint App’x at 2040, 2739.
Plaintiff’s arguments to the contrary are meritless. His main
contention is that he purchased a Euroyen TIBOR futures contract on
the CME, a U.S.-based exchange. He argues that his “claims must be
domestic because they involve both core domestic transactions (i.e.,
transactions on a domestic exchange) and manipulation of a domestic
commodity market.” Appellant’s Br. at 36 (emphasis added).
Plaintiff also points to several instances of communications that were
made from or went through the United States. For example, Plaintiff
alleges that UBS trader Tom Hayes sent an email in furtherance of the
conspiracy while on a brief, two-day trip in Las Vegas.
Our precedent mandates dismissal of Plaintiff’s CEA claims.
In Prime, the plaintiffs traded futures on a U.S.-based exchange that
were pegged to the Dated Brent Assessment, a rate that “reflect[ed],
in part, the value of Brent crude physically traded in Northern
Europe.” 937 F.3d at 106. The plaintiffs alleged that the defendants
manipulated the market for Brent crude and Brent futures by
“systematically report[ing] . . . artificial transactions” to a foreign
Rabobank’s trading desk in Tokyo, respectively); id. ¶ 296 (a Rabobank
employee “made regular requests to Rabobank’s London-based Yen
setters” to transmit manipulated submissions); id. ¶ 269 (“a Euroyen-based
derivatives trader employed by RBS Japan sent requests for favorable Yen-
LIBOR submissions to a Yen derivatives trader in London”); id. ¶ 243 (“UBS
managers in Tokyo and Zurich” were aware of false submission requests
and “encouraged and allowed” such conduct to occur); id. (a UBS “Yen
Desk Manager in Tokyo” engaged and encouraged the contribution of false
submissions); id. ¶ 250 (“the manager of one of the [UBS] Yen derivatives
trading desks in Tokyo exerted pressure on Yen-LIBOR submitters to take
derivatives traders’ positions into account when setting Yen-LIBOR”).

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entity responsible for setting the Dated Brent Assessment rate. Id. at
100. We held that the plaintiffs’ CEA claims were impermissibly
extraterritorial because the derivatives at issue were “pegged to the
value of” foreign assets and the alleged misconduct was foreign
because the plaintiffs made “no claim that any manipulative oil
trading occurred in the United States.” Id. at 106.
Here, as in Prime, Plaintiff purchased a futures contract on a
domestic market that incorporated an index tied to a foreign market,
with that index being set by a foreign entity. According to Plaintiff,
the crude index in Prime would have been a commodity and, because
the futures contract traded in the United States, any claims concerning
that future would have been domestic. But we rejected this theory
and held that the claims in Prime were impermissibly extraterritorial
because the defendants in that case were “alleged to have
manipulated the physical Brent crude market” in Europe “by
engaging in fraud there.” Id. at 107–08. So too here, Plaintiff
alleges that Defendants conspired to manipulate Euroyen TIBOR (an
index tied to a foreign market) by giving false Yen-LIBOR
submissions to the BBA from foreign trading desks (conduct abroad).
We thus affirm the district court’s dismissal of Plaintiff’s CEA
claims.11
11 We are also unpersuaded by Plaintiff’s argument that dismissal of
his claims will “fatally undermine the ability of U.S. law and U.S. regulators
to protect domestic markets and investors.” Appellant’s Br. at 38. The
extraterritorial reach of Section 22, which concerns private rights of action,
has nothing to do with government enforcement. See 7 U.S.C. § 25.

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B. Antitrust Claims
1. Legal Principles
To state an antitrust claim, a plaintiff must first “show . . .
antitrust standing.” Gelboim, 823 F.3d at 770; see generally Associated
Gen. Contractors of Cal., Inc. v. Cal. State Council of Carpenters, 459 U.S.
519 (1983) (“AGC”) (discussing the requirements of antitrust
standing). Standing to bring an antitrust claim requires a plaintiff to
show that (1) he has “suffered antitrust injury,” and (2) he is an
“efficient enforcer[] of the antitrust laws.” Gelboim, 823 F.3d at 772.
We look to four factors to determine whether a plaintiff is an efficient
enforcer:
(1) the directness or indirectness of the asserted injury,
which requires evaluation of the chain of causation
linking appellants’ asserted injury and the [defendants’]
alleged price-fixing; (2) the existence of more direct
victims of the alleged conspiracy; (3) the extent to which
appellants’ damages claim is highly speculative; and (4)
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.
Id. at 778 (cleaned up) (citing AGC, 459 U.S. at 540–44).
2. Analysis
We agree with the district court that Plaintiff failed to allege
antitrust standing because he is not an efficient enforcer of the
antitrust laws.
Causation. “For the purposes of antitrust standing, proximate
cause is determined according to the so-called ‘first-step rule,’” under
which “injuries that happen at the first step following the harmful

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behavior are considered proximately caused by that behavior.”
Schwab Short-Term Bond Mkt. Fund, 22 F.4th at 116 (quoting In re Am.
Express Anti-Steering Rules Antitrust Litig., 19 F.4th 127, 140 (2d Cir.
2021)). This inquiry “require[s] drawing a line between those whose
injuries resulted from their direct transactions with [the defendants]
and those whose injuries stemmed from their deals with third
parties.” Id.
Plaintiff here failed to allege that his injury was proximately
caused by Defendants. He did not assert that he transacted directly
with any Defendants or that Defendants controlled the Euroyen
TIBOR futures contract that Plaintiff purchased. Instead, Plaintiff
traded his futures contract with unknown third parties before the
contract’s maturity date. See Third Am. Compl. ¶ 57.
Further, Plaintiff’s theory of liability depends on a series of
causal steps that separate Defendants’ conduct and his purported
injury. Plaintiff asserts that (1) Defendants submitted fraudulent
rates to the BBA; (2) the BBA then used these artificial submissions to
set Yen-LIBOR; (3) the manipulated Yen-LIBOR affected Euroyen
TIBOR during the Class Period; and (4) any distorted benchmark rate
also affected the market’s perception of the value of Plaintiff’s
Euroyen TIBOR futures contract. Plaintiff’s injury thus occurred far
from “the first step following” Defendants’ “harmful behavior.”
Schwab Short-Term Bond Mkt. Fund, 22 F.4th at 116 (citation omitted).
Existence of More Direct Victims. Direct victims of an alleged
antitrust conspiracy are situated to enforce the antitrust laws because
their “self-interest would normally motivate them to vindicate the
public interest in antitrust enforcement.” AGC, 459 U.S. at 542.
When only indirect victims bring suit, “it is difficult to understand

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why the[] direct victims of the conspiracy have not asserted any claim
in their own right.” Id. at 542 n.47; see also Gatt Commc’ns, Inc. v. PMC
Assocs., L.L.C., 711 F.3d 68, 79 (2d Cir. 2013) (“If the ‘superior’ plaintiff
has not sued, one may doubt the existence of any antitrust violation
at all.”) (internal quotation marks omitted) (quoting Phillip Areeda &
Herbert Hovenkamp, Fundamentals of Antitrust Law, § 3.01c, at 3–9 to
3–10 (4th ed. 2011)).
Plaintiff here is an indirect victim of the alleged conspiracy.
Direct victims might include traders of interest-rate swaps—contracts
in which a party exchanges one stream of fixed interest-rate payments
for another flow of payments based on a variable, “floating” rate, such
as Yen-LIBOR or Euroyen TIBOR. See Sonterra Cap. Master Fund Ltd.
v. UBS AG, 954 F.3d 529, 532–33 (2d Cir. 2020) (explaining interest rate
swaps that incorporate Yen-LIBOR). Such a swap trader betting on
the movement of benchmark rates like Yen-LIBOR and Euroyen
TIBOR would be more directly harmed if Defendants had engaged in
an antitrust conspiracy to manipulate Yen-LIBOR and Euroyen
TIBOR.
Speculative Damages. We next consider whether the “asserted
damages are speculative,” because “a high degree of speculation in a
damages calculation suggests that a given plaintiff is an inefficient
engine of enforcement.” IQ Dental Supply, Inc. v. Henry Schein, Inc.,
924 F.3d 57, 66–67 (2d Cir. 2019) (citations omitted). Damages are
speculative “where countless other market variables could have
intervened to affect . . . pricing” and the “theory of antitrust injury
depends upon a complicated series of market interactions.” Reading
Indus., Inc. v. Kennecott Copper Corp., 631 F.2d 10, 13–14 (2d Cir. 1980).
A district court should not be required to entertain “multiple layers

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of speculation” and “create[] . . . an alternative universe” to calculate
damages. IQ Dental Supply, 924 F.3d at 67 (cleaned up).
Here, Plaintiff failed to plead any injury. He alleges that he
entered and closed a short position in a Euroyen TIBOR futures
contract in 2006. In other words, he bet that there would be “an
increase in Euroyen TIBOR rates.” Third Am. Compl. ¶ 138.
Plaintiff alleges two acts occurring in August 2006 involving three-
month Euroyen TIBOR futures, both of which involved Defendants’
alleged attempts to manipulate Yen-LIBOR upwards. But if true and
Euroyen TIBOR rates did increase, Plaintiff would have benefited
from Defendants’ conduct. See id. (explaining that a trader who
“go[es] short” would “profit from an increase in Euroyen TIBOR
rates”).
In any event, Plaintiff’s theory of damages is also highly
speculative. As explained above, his allegations rely on an
attenuated chain of causation that would complicate if not render
impossible any damages calculation. See supra at 20.
Duplicative Recovery and Complex Damage Apportionment.
Finally, we consider “the difficulty of identifying damages and
apportioning them among direct and indirect victims so as to avoid
duplicative recoveries.” Volvo N. Am. Corp. v. Men’s Int’l Pro. Tennis
Council, 857 F.2d 55, 66 (2d Cir. 1988). The focus of this factor is on
“keeping the scope of complex antitrust trials within judicially
manageable limits.” AGC, 459 U.S. at 543.
Here, apportionment of any damages would be difficult and
there would be a risk of duplicative recovery because Plaintiff’s
theory of liability is indirect and imprecise. Plaintiff had no direct
dealings with Defendants but asserts an injury based on alleged

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conduct that impacted the marketplace generally. Damages would
thus have to be calculated based on specific transactions between
third parties that were indirectly impacted by Defendants’ alleged
manipulation of benchmark rates. To the extent that Plaintiff seeks
damages based on trading volume, see Third Am. Compl. ¶ 124
(“Billions in notional value . . . in Euroyen futures contracts were
transacted during the Class Period”), such an approach would be
vastly overbroad. Cf. Gelboim, 823 F.3d at 779 (“Requiring the
[defendant] [b]anks to pay treble damages to every plaintiff who
ended up on the wrong side of an independent LIBOR-denominated
derivative . . . would . . . also vastly extend the potential scope of
antirust liability in myriad markets where derivative instruments
have proliferated.”). The district court thus correctly concluded that
Plaintiff failed to allege antitrust standing.
C. RICO Claims
1. Legal Principles
The RICO statute criminalizes certain conduct arising from “a
pattern of racketeering activity.” 18 U.S.C. § 1962(a)-(c). Congress
defined “racketeering activity” through numerous state and federal
offenses, commonly known as predicates. See id. § 1961(1). RICO
also provides “a private civil cause of action that allows ‘[a]ny person
injured in his business or property by reason of a violation of section
1962’ to sue in federal district court and recover treble damages, costs,
and attorney’s fees.’” RJR Nabisco, Inc., 579 U.S. at 331 (quoting 18
U.S.C. § 1964(c)) (alteration in original).
“To establish a RICO claim, a plaintiff must show: (1) a
violation of the RICO statute, 18 U.S.C. § 1962; (2) an injury to business
or property; and (3) that the injury was caused by the violation of [§]

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1962.” Cruz v. FXDirectDealer, LLC, 720 F.3d 115, 120 (2d Cir. 2013)
(citation omitted). As for this last requirement, “a plaintiff must . . .
establish that the underlying § 1962 RICO violation was the proximate
cause of his injury.” Empire Merchs., LLC v. Reliable Churchill LLLP,
902 F.3d 132, 140 (2d Cir. 2018) (cleaned up). “[T]he central question
. . . is whether the alleged violation led directly to the plaintiff’s
injuries.” Anza v. Ideal Steel Supply Corp., 547 U.S. 451, 461 (2006).
As with proximate causation in the antitrust context, we “rarely ‘go
beyond the first step’” in the causal chain. Empire Merchs., LLC, 902
F.3d at 141 (citation omitted); see also Anza, 547 U.S. at 459–60 (looking
to the directness of injury, “speculative nature of the proceedings,”
risk of duplicative recoveries, and existence of more immediate
victims when analyzing proximate causation in the civil RICO
context).
2. Analysis
Plaintiff failed to allege that his proposed RICO claims,
premised on wire fraud, see 18 U.S.C. § 1343, proximately caused his
injury. As noted above, see supra at 20, Plaintiff’s alleged injury does
not flow directly from the first step in the causal chain. Not only
does Plaintiff fail to allege any direct dealings with Defendants, but
his asserted injury (a change in the value of his domestically traded
Euroyen TIBOR futures contract) is several steps removed from
Defendants’ alleged conduct (sending fraudulent Yen-LIBOR
submissions to the BBA). See id. Plaintiff thus cannot establish

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proximate causation for purposes of his RICO claims for the same
reason that he fails to do so for his antitrust claim.12
III. CONCLUSION
For these reasons, the district court properly dismissed
Plaintiff’s CEA and antitrust claims and denied leave to add civil
RICO claims. We thus affirm the judgment and orders of the district
court and dismiss the cross-appeal.
12 The parties agree that Plaintiff’s RICO claims fall or stand with
this Court’s causation analysis for antitrust standing.

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