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 1
for the Second Circuit 2
3
August Term 2021 4
Argued: May 24, 2022 5
Decided: October 18, 2022 6
7
Nos. 20-3626(L), 20-3775(XAP) 8
9
JEFFREY LAYDON, 10
on behalf of himself and all others similarly situated, 11
Plaintiff-Appellant-Cross-Appellee, 12
v. 13
C OÖPERATIEVE R ABOBANK U.A., B ARCLAYS B ANK PLC, 14
S OCIÉTÉ GÉNÉRALE S.A., 15
Defendants-Appellees-Cross-Appellants, 16
17
THE ROYAL B ANK OF S COTLAND G ROUP PLC, UBS AG, L LOYDS 18
B ANKING G ROUP PLC, UBS S ECURITIES JAPAN C O ., L TD., THE R OYAL 19
B ANK OF SCOTLAND PLC, RBS SECURITIES JAPAN L IMITED, 20
Defendants-Appellees.* 21
22
On Appeal from the United States District Court 23
for the Southern District of New York 24
25
* The Clerk of Court is respectfully directed to amend the caption
accordingly.

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2
Before: P OOLER , PARK, and LEE , Circuit Judges. 1
Plaintiff Jeffrey Laydon brought this putative class action 2
against more than twenty banks and brokers, alleging a conspiracy to 3
manipulate two benchmark rates known as Yen-LIBOR and Euroyen 4
TIBOR. He claimed that he was injured after purchasing and 5
trading a Euroyen TIBOR futures contract on a U.S.-based commodity 6
exchange because the value of that contract was based on a distorted, 7
artificial Euroyen TIBOR. Plaintiff brought claims under the 8
Commodity Exchange Act (“CEA”), 7 U.S.C. § 1 et seq., and the 9
Sherman Antitrust Act, 15 U.S.C. § 1 et seq., and sought leave to assert 10
claims under the Racketeer Influenced and Corrupt Organizations 11
Act (“RICO”), 18 U.S.C. §§ 1962, 1964(c). The district court (Daniels, 12
J.) dismissed the CEA and antitrust claims and denied leave to add 13
the RICO claims. Plaintiff appeals, arguing that the district court 14
erred by holding that the CEA claims were impermissibly 15
extraterritorial, that he lacked antitrust standing to assert a Sherman 16
Act claim, and that he failed to allege proximate causation for his 17
proposed RICO claims. 18
19
We affirm. The alleged conduct—i.e., that the bank 20
defendants presented fraudulent submissions to an organization 21
based in London that set a benchmark rate related to a foreign 22
currency—occurred almost entirely overseas. Indeed, Plaintiff fails 23
to allege any significant acts that took place in the United States. 24
Plaintiff’s CEA claims are based predominantly on foreign conduct 25
and are thus impermissibly extraterritorial. See Prime Int’l Trading, 26
Ltd. v. BP P.L.C., 937 F.3d 94, 106 (2d Cir. 2019). The district court 27
also correctly concluded that Plaintiff lacked antitrust standing 28
because he would not be an efficient enforcer of the antitrust laws. 29
See Schwab Short-Term Bond Mkt. Fund v. Lloyds Banking Grp. PLC, 22 30
F.4th 103, 115–20 (2d Cir. 2021). Lastly, we agree with the district 31
court that Plaintiff failed to allege proximate causation for his RICO 32
claims. The judgment of the district court is thus AFFIRMED. 33

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3
1
2
E RIC F. C ITRON, Goldstein & Russell, P.C., Bethesda, MD 3
(Vincent Briganti, Margaret MacLean, Lowey 4
Dannenberg, P.C., White Plains, NY, on the brief), for 5
Plaintiff-Appellant-Cross-Appellee Jeffrey Laydon. 6
7
T HOMAS G. H UNGAR , Gibson, Dunn & Crutcher LLP, 8
Washington, DC (Russell B. Balikian, Gibson, Dunn & 9
Crutcher LLP, Washington, DC; Mark A. Kirsch, Eric J. 10
Stock, Jefferson E. Bell, Gibson, Dunn & Crutcher LLP, 11
New York, NY, on the brief), for Defendants-Appellees UBS 12
AG and UBS Securities Japan Co., Ltd. 13
14
MARC J. G OTTRIDGE, Hogan Lovells US LLP, New York, 15
NY (Lisa J. Fried, Benjamin A. Fleming, Hogan Lovells 16
US LLP, New York, NY, on the brief), for Defendant- 17
Appellee Lloyds Banking Group plc. 18
19
NICOLE A. S AHARSKY, Mayer Brown LLP, New York, NY 20
(Steven Wolowitz, Andrew J. Calica, Mayer Brown LLP, 21
New York, NY, on the brief), for Defendant-Appellee-Cross- 22
Appellant Société Générale S.A. 23
24
David R. Gelfand, Tawfiq S. Rangwala, Milbank LLP, 25
New York, NY; Mark D. Villaverde, Milbank LLP, Los 26
Angeles, CA, for Defendant-Appellee-Cross-Appellant 27
Coöperatieve Rabobank U.A. 28
29
David S. Lesser, King & Spalding LLP, New York, NY; 30
Robert G. Houck, Clifford Chance US LLP, New York, 31
NY, for Defendants-Appellees The Royal Bank of Scotland plc, 32
The Royal Bank of Scotland Group plc, and RBS Securities 33
Japan Ltd. 34
35

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20-3626(L)
Laydon v. Coöperatieve Rabobank U.A., et al.
4
PARK, Circuit Judge: 1
Plaintiff Jeffrey Laydon brought this putative class action 2
against more than twenty banks and brokers, alleging a conspiracy to 3
manipulate two benchmark rates known as Yen-LIBOR and Euroyen 4
TIBOR. He claimed that he was injured after purchasing and 5
trading a Euroyen TIBOR futures contract on a U.S.-based commodity 6
exchange because the value of that contract was based on a distorted, 7
artificial Euroyen TIBOR. Plaintiff brought claims under the 8
Commodity Exchange Act (“CEA”), 7 U.S.C. § 1 et seq., and the 9
Sherman Antitrust Act, 15 U.S.C. § 1 et seq., and sought leave to assert 10
claims under the Racketeer Influenced and Corrupt Organizations 11
Act (“RICO”), 18 U.S.C. §§ 1962, 1964(c). The district court (Daniels, 12
J.) dismissed the CEA and antitrust claims and denied leave to add 13
the RICO claims. Plaintiff appeals, arguing that the district court 14
erred by holding that the CEA claims were impermissibly 15
extraterritorial, that he lacked antitrust standing to assert a Sherman 16
Act claim, and that he failed to allege proximate causation for his 17
proposed RICO claims. 18
We affirm. The alleged conduct—i.e., that the bank 19
defendants presented fraudulent submissions to an organization 20
based in London that set a benchmark rate related to a foreign 21
currency—occurred almost entirely overseas. Indeed, Plaintiff fails 22
to allege any significant acts that took place in the United States. 23
Plaintiff’s CEA claims are based predominantly on foreign conduct 24
and are thus impermissibly extraterritorial. See Prime Int’l Trading, 25
Ltd. v. BP P.L.C., 937 F.3d 94, 106 (2d Cir. 2019). The district court 26

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5
also correctly concluded that Plaintiff lacked antitrust standing 1
because he would not be an efficient enforcer of the antitrust laws. 2
See Schwab Short-Term Bond Mkt. Fund v. Lloyds Banking Grp. PLC, 22 3
F.4th 103, 115–20 (2d Cir. 2021). Lastly, we agree with the district 4
court that Plaintiff failed to allege proximate causation for his RICO 5
claims. The judgment of the district court is thus affirmed. 6
I. BACKGROUND 7
A. Factual Background 8
1. Yen-LIBOR and Euroyen TIBOR 9
Plaintiff alleges the manipulation of two benchmark rates 10
known as Yen-LIBOR and Euroyen TIBOR, which reflected the 11
interest rates at which banks can lend Japanese Yen outside of Japan.1 12
There were two key differences between Yen-LIBOR and Euroyen 13
TIBOR. First, different entities set the rates. During the relevant 14
period, the Japanese Bankers Association (“JBA”) set Euroyen TIBOR 15
by accepting submissions from a panel of banks headquartered 16
primarily in Japan. Each bank submitted to the JBA the interest rate 17
at which it could borrow offshore Yen. The JBA then calculated 18
Euroyen TIBOR for various maturities by discarding the two highest 19
and two lowest submissions and averaging the remaining ones. 20
Yen-LIBOR, on the other hand, was a London-based benchmark set 21
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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6
by the British Bankers’ Association (“BBA”). Each bank sitting on a 1
panel of London-based banks submitted to the BBA the rate at which 2
it could borrow Yen outside of Japan. The BBA calculated Yen- 3
LIBOR by discarding the highest and lowest 25% of submissions and 4
determining the average of the remaining 50%. The second major 5
difference between the rates was that they were set at different times. 6
“Euroyen TIBOR [was] calculated on each business day as of 11:00 7
a.m. Tokyo time,” while “Yen-LIBOR [was] calculated each business 8
day as of 11:00 a.m. London time.” Third Am. Compl. ¶¶ 126, 130. 9
2. The Alleged Conduct 10
Plaintiff Laydon is a U.S. resident who traded three-month 11
Euroyen TIBOR futures contracts between January 1, 2006 and June 12
30, 2011 (the “Class Period”). This type of contract is an “agreement 13
to buy or sell a Euroyen time deposit having a principal value of 14
100,000,000 Japanese Yen with a three-month maturity commencing 15
on a specific future date.” Third Am. Compl. ¶ 134. 2 Plaintiff 16
placed these trades on the Chicago Mercantile Exchange (“CME”), a 17
U.S.-based futures exchange. Specifically, he “initiated a short 18
position by selling five . . . Euroyen TIBOR futures contracts on July 19
13, 2006 at a price of $99.315 per contract” and then “liquidated that 20
position by purchasing five long . . . futures contracts on August 3, 21
2006 at a price of $99.490 per contract for loss of $2,150.35.” Id. ¶ 911. 22
Defendants-Appellees served as panel banks for the BBA in setting 23
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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7
Yen-LIBOR during the relevant period.3 Plaintiff also sued several 1
derivatives brokers who allegedly helped Defendants manipulate 2
Yen-LIBOR and Euroyen TIBOR.4 3
Plaintiff maintains that Defendants conspired to manipulate 4
Yen-LIBOR and Euroyen TIBOR by giving false Yen-LIBOR 5
submissions to the BBA, which affected the price of Plaintiff’s three- 6
month Euroyen TIBOR futures. Although Defendants did not serve 7
as panel banks for the JBA in setting Euroyen TIBOR, Plaintiff alleges 8
that their purported manipulation of Yen-LIBOR—which is set earlier 9
in the day—affected Euroyen TIBOR. See Third Am. Compl. ¶¶ 844, 10
845 (alleging that “[c]hanges in Yen-LIBOR will be immediately 11
reflected in Euroyen TIBOR rates . . . once Euroyen TIBOR opens” and 12
that “the reporting of false and inaccurate Yen-LIBOR rates . . . 13
cause[d] artificial Euroyen TIBOR rates and artificial Euroyen TIBOR 14
futures prices”). 15
He further asserts that the “driving force[s] behind Defendants’ 16
manipulation” were conflicts of interest. Id. ¶ 167. Namely, 17
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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8
Plaintiff claims that Defendants held their own “Euroyen-based 1
derivatives positions” and that their traders’ “compensation was 2
based in part on the profit and loss calculation” of Defendants’ 3
trading books. Id. And “even very small movements in Yen- 4
LIBOR . . . would have a significant positive impact on the 5
profitability of” trading positions, so Defendants’ traders had 6
incentives to manipulate Yen-LIBOR. Id. 7
To support these allegations, Plaintiff relies on information 8
revealed in various domestic and foreign enforcement proceedings. 9
He points to Defendants’ admissions concerning actions taken by 10
their employees at overseas trading desks. These allegations 11
describe Defendants’ foreign-based employees submitting false rates 12
to the BBA, as well as traders asking other employees responsible for 13
sending submissions to the BBA to move the benchmark rate in a 14
direction that would benefit the trader’s trading position.5 As for 15
domestic conduct, Plaintiff primarily relies on a handful of 16
communications sent from Defendants’ foreign-based employees 17
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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9
through or to servers located in the United States.6 Plaintiff does not 1
allege that Defendants’ employees sent artificial submissions to the 2
BBA from within the United States. 3
On behalf of a putative class, Plaintiff sought an unspecified 4
amount in regular and treble damages, as well as an injunction 5
prohibiting Defendants from continuing their alleged unlawful 6
conduct. 7
B. Procedural Background 8
Plaintiff filed this action in 2012. On April 15, 2013, before the 9
district court resolved any substantive motions, Plaintiff filed the 10
Second Amended Complaint, alleging claims under the CEA, 7 U.S.C. 11
§ 1 et seq., and Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1 et 12
seq.7 13
Over nearly a decade of litigation, the district court issued 14
several orders dismissing various claims and defendants. First, on 15
March 28, 2014, the court granted Defendants’ motion to dismiss 16
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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10
Plaintiff’s antitrust claims, finding that Plaintiff lacked antitrust 1
standing in part because he would not be an “efficient enforcer” of 2
the alleged antitrust violation. The court allowed the remaining 3
CEA claims to proceed. 4
Plaintiff next sought leave to file the Third Amended 5
Complaint to add RICO claims and additional defendants. On 6
March 31, 2015, the district court allowed Plaintiff to file the new 7
pleadings but denied leave to add the RICO claims, finding that 8
Plaintiff did “not show a sufficiently direct connection between the 9
alleged misconduct and the injury to support a RICO claim.” Special 10
App’x at 58. That same day, the court also dismissed several 11
defendants for lack of personal jurisdiction, rejecting Plaintiff’s 12
conspiracy theory of personal jurisdiction. 13
Two years later, on March 10, 2017, the district court dismissed 14
several new defendants named in the Third Amended Complaint— 15
including the broker Defendants ICAP and Tullett Prebon plc—for 16
lack of personal jurisdiction, finding that their alleged conduct did not 17
create a substantial connection with the United States and once again 18
rejecting Plaintiff’s “‘conspiracy theory’ of jurisdiction.” Special 19
App’x at 73–79. Finally, on August 27, 2020, the court dismissed the 20
surviving CEA claims against the remaining defendants, finding the 21
claims impermissibly extraterritorial because “Defendants’ alleged 22
wrongful conduct . . . is almost entirely foreign.” Id. at 86. Plaintiff 23
filed a timely notice of appeal.8 24
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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11
II. DISCUSSION 1
Plaintiff argues that the district court erred by dismissing his 2
CEA claims as impermissibly extraterritorial. He also challenges the 3
district court’s decisions to dismiss his antitrust claims for lack of 4
standing and to reject his RICO claims for lack of proximate 5
causation.9 “We review de novo the dismissal of a complaint for 6
failure to state a claim upon which relief can be granted.” Myun-Uk 7
Choi v. Tower Rsch. Cap. LLC, 890 F.3d 60, 65 (2d Cir. 2018) (citation 8
omitted). “The denial of leave to amend is similarly reviewed de 9
novo because the denial was based on an interpretation of law, such 10
as futility.” Gelboim v. Bank of Am. Corp., 823 F.3d 759, 769 (2d Cir. 11
2016) (cleaned up). 12
We agree with the district court that Plaintiff failed to state a 13
claim under the CEA because the alleged conduct occurred 14
predominantly outside the United States. We also agree that 15
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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12
Plaintiff lacks antitrust standing and failed to allege proximate 1
causation for his RICO claims. 2
A. Commodity Exchange Act Claims 3
1. Legal Principles 4
The CEA prohibits “manipulat[ing] or attempt[ing] to 5
manipulate the price of any commodity in interstate commerce.” 6
7 U.S.C. § 13(a)(2). Section 22 of the CEA provides a private right of 7
action, permitting a party to sue “[a]ny person . . . who violates this 8
chapter” and hold that person liable “for actual damages resulting 9
from one or more of the transactions” listed in the statute. Id. 10
§ 25(a)(1). 11
“We interpret the CEA in light of the presumption against 12
extraterritoriality, a canon of statutory interpretation that is a ‘basic 13
premise of our legal system.’” Prime, 937 F.3d at 102 (quoting RJR 14
Nabisco, Inc. v. Eur. Cmty., 579 U.S. 325, 335 (2016)). “This canon 15
helps avoid the international discord that can result when U.S. law is 16
applied to conduct in foreign countries” and “reflects the 17
commonsense notion that Congress generally legislates with 18
domestic concerns in mind.” In re Picard, Tr. for Liquidation of Bernard 19
L. Madoff Inv. Sec. LLC, 917 F.3d 85, 95 (2d Cir. 2019) (cleaned up). 20
We decide questions of extraterritoriality using a two-step 21
framework. First, we “ask[] whether the presumption against 22
extraterritoriality has been rebutted” by “text [that] provides a clear 23
indication of an extraterritorial application.” WesternGeco LLC v. 24
ION Geophysical Corp., 138 S. Ct. 2129, 2136 (2018) (cleaned up). 25
“Absent clearly expressed congressional intent to the contrary, 26
federal laws will be construed to have only domestic application.” 27

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13
RJR Nabisco, Inc., 579 U.S. at 335; see also Morrison v. Nat’l Austl. Bank 1
Ltd., 561 U.S. 247, 255 (2010) (“When a statute gives no clear indication 2
of an extraterritorial application, it has none.”). Second, if we 3
conclude that the presumption against exterritoriality has not been 4
rebutted, we decide “whether the case involves a domestic 5
application of the statute.” RJR Nabisco, Inc., 579 U.S. at 337. To do 6
so, we determine whether “the conduct relevant to the statute’s focus 7
occurred in the United States.” Id. “[I]f the conduct relevant to the 8
focus occurred in a foreign country, then the case involves an 9
impermissible extraterritorial application regardless of any other 10
conduct that occurred in U.S. territory.” Id. 11
Section 22 of the CEA lacks any “affirmative intention by 12
Congress to give [it] extraterritorial effect.” Loginovskaya v. 13
Batratchenko, 764 F.3d 266, 272 (2d Cir. 2014) (cleaned up). A claim 14
relying on Section 22 must thus involve a domestic application of the 15
statute. And the focus of the statute is transactional, see id. at 272, so 16
“suits funneled through [the CEA’s] private right of action must be 17
based on transactions occurring in the territory of the United States,” 18
Prime, 937 F.3d at 103 (cleaned up). 19
Simply pleading a domestic transaction, however, is not 20
enough. Section 22 is a general provision affording a cause of action 21
to private litigants. Instead of prohibiting certain, specified conduct, 22
it applies when a defendant commits “a violation of this chapter.” 23
7 U.S.C. § 25(a)(1). A private plaintiff pleading a CEA claim under 24
Section 22 must thus invoke a substantive provision of the CEA. See 25
Prime, 937 F.3d at 105. And allowing a plaintiff to state a domestic 26
application of Section 22 based merely on a domestic transaction 27
“would . . . divorce the private right afforded in Section 22 from the 28

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14
requirement of a domestic violation of a substantive provision of the 1
CEA.” Id. A plaintiff must thus plead not only a domestic 2
transaction, but also sufficiently domestic conduct by the defendant. 3
In other words, “Plaintiffs’ claims must not be ‘so predominantly 4
foreign as to be impermissibly extraterritorial.’” Id. (quoting 5
Parkcentral Glob. Hub Ltd. v. Porsche Auto. Holdings SE, 763 F.3d 198, 6
216 (2d Cir. 2014)). 7
2. Analysis 8
Plaintiff’s CEA claims are impermissibly extraterritorial 9
because the conduct he alleges is “predominantly foreign.” Prime, 10
937 F.3d at 106. First, Plaintiff traded a derivative that is tied to the 11
value of a foreign asset. The complaint alleges that he was injured 12
after purchasing and trading a Euroyen TIBOR futures contract, 13
which is “an agreement to buy or sell a Euroyen time deposit having 14
a principal value of 100,000,000 Japanese Yen with a three-month 15
maturity commencing on a specific future date.” Third Am. Compl. 16
¶ 134. As alleged, the value of this asset is, in part, determined by 17
Yen-LIBOR and Euroyen TIBOR because these rates are meant to 18
capture the prevalent interest rates at which banks lend such time 19
deposits. So the value of this asset is based on rates set by foreign 20
entities (i.e., JBA and BBA) in foreign countries (i.e., Japan and the 21
United Kingdom). 22
Second, the alleged manipulative conduct occurred almost 23
entirely abroad. Plaintiff’s conspiracy allegations describe conduct 24
and communications that occurred overseas on foreign trade desks.10 25
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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15
Indeed, Plaintiff focuses on the actions of employees who worked in 1
foreign offices. See Joint App’x at 2040, 2739. 2
Plaintiff’s arguments to the contrary are meritless. His main 3
contention is that he purchased a Euroyen TIBOR futures contract on 4
the CME, a U.S.-based exchange. He argues that his “claims must be 5
domestic because they involve both core domestic transactions (i.e., 6
transactions on a domestic exchange) and manipulation of a domestic 7
commodity market.” Appellant’s Br. at 36 (emphasis added). 8
Plaintiff also points to several instances of communications that were 9
made from or went through the United States. For example, Plaintiff 10
alleges that UBS trader Tom Hayes sent an email in furtherance of the 11
conspiracy while on a brief, two-day trip in Las Vegas. These 12
arguments fail for several reasons. 13
First, the subjects of the alleged manipulation, Yen-LIBOR and 14
Euroyen TIBOR, are not commodities traded on a domestic exchange. 15
The CEA defines the term “commodity” to include “all services, 16
rights, and interests . . . in which contracts for future delivery are 17
presently or in the future dealt in.” 7 U.S.C. § 1a(9). It would not 18
make sense to say that the purchaser of a benchmark-based futures 19
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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16
contract receives a “delivery” of a price index like Euroyen TIBOR on 1
the maturity date.11 Here, the asset to be delivered was a “time 2
deposit having a principal value of 100,000,000 Japanese Yen with a 3
three-month maturity commencing on a specific future date.” Third 4
Am. Compl. ¶ 134. Just as the purchaser of a copper or wheat future 5
may receive those commodities upon maturity, the purchaser of a 6
Euroyen TIBOR future may receive a 100,000,000 Japanese Yen time 7
deposit in a foreign commercial bank. Euroyen TIBOR affects the 8
value of that time deposit, but that does not make Euroyen TIBOR 9
itself a commodity.12 10
Also unlike commodities, benchmark rates do not themselves 11
have any value. And unlike a copper or wheat future, in which the 12
purchaser receives “rights” or “interests” in the copper or wheat, 7 13
U.S.C. § 1a(9), the purchaser of a Euroyen TIBOR future does not 14
receive “rights” or “interests” in Euroyen TIBOR itself, but in the 15
product based on that rate—i.e., the underlying 100,000,000 Japanese 16
Yen deposit. See In re LIBOR-Based Fin. Instruments Antitrust Litig., 17
962 F. Supp. 2d 606, 612 (S.D.N.Y. 2013) (rejecting the argument that 18
11 Upon maturity, most modern contracts are resolved through
“cash settlement,” which “gives the right to payments based on future
change in the value of the [underlying asset] [the contract] references, rather
than any right or obligation to delivery of the [asset] itself.” Parkcentral,
763 F.3d at 206–07; see Prime, 937 F.3d at 100. But regardless of the
settlement method chosen by the transacting parties, futures contracts still
deal with commodities that are usually deliverable by the seller to the
purchaser.
12 Just like the price of 500 bushels of wheat depends on the cash
price of wheat at the date of maturity, the price of the 100,000,000 Japanese
Yen deposit depends in part on Euroyen TIBOR. But in the example, the
wheat itself is the commodity rather than the price of wheat.

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17
U.S. dollar LIBOR is a commodity underlying a Eurodollar future 1
because “LIBOR is a price index,” there is no “price of LIBOR 2
independent from LIBOR itself,” and because the underlying 3
commodity of such a future is instead a time deposit in a foreign 4
bank).13 5
Second, our precedent mandates dismissal of Plaintiff’s CEA 6
claims. In Prime, the plaintiffs traded futures on a U.S.-based 7
exchange that were pegged to the Dated Brent Assessment, a rate that 8
“reflect[ed], in part, the value of Brent crude physically traded in 9
Northern Europe.” 937 F.3d at 106. The plaintiffs alleged that the 10
defendants manipulated the market for Brent crude and Brent futures 11
by “systematically report[ing] . . . artificial transactions” to a foreign 12
entity responsible for setting the Dated Brent Assessment rate. Id. at 13
100. We held that the plaintiffs’ CEA claims were impermissibly 14
extraterritorial because the derivatives at issue were “pegged to the 15
value of” foreign assets and the alleged misconduct was foreign 16
because the plaintiffs made “no claim that any manipulative oil 17
trading occurred in the United States.” Id. at 106. 18
13 Plaintiff cites several CFTC settlement orders in which the
Commodity Futures Trading Commission (“CFTC”) referred to such
benchmark rates as commodities. But these remarks are not formal acts of
rulemaking or adjudication and are entitled to no deference, especially
because the quoted statements are conclusory and fail to provide any
supporting analysis. See United States v. Mead Corp., 533 U.S. 218, 228
(2001) (“The weight [accorded to an administrative] judgment in a
particular case will depend upon the thoroughness evident in its
consideration, the validity of its reasoning, . . . and all those factors which
give it power to persuade, if lacking power to control.”) (quoting Skidmore
v. Swift & Co., 323 U.S. 134, 140 (1944) (first alteration in original)).

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18
Here, as in Prime, Plaintiff purchased a futures contract on a 1
domestic market that incorporated an index tied to a foreign market, 2
with that index being set by a foreign entity. According to Plaintiff, 3
the crude index in Prime would also have been a commodity and, 4
because the futures contract traded in the United States, any claims 5
concerning that future would have been domestic. But we rejected 6
this theory and held that the claims in Prime were impermissibly 7
extraterritorial because the defendants in that case were “alleged to 8
have manipulated the physical Brent crude market” in Europe “by 9
engaging in fraud there.” Id. at 107–08. So too here, Plaintiff 10
alleges that Defendants conspired to manipulate Euroyen TIBOR (an 11
index tied to a foreign market) by giving false Yen-LIBOR 12
submissions to the BBA from foreign trading desks (conduct abroad). 13
We thus affirm the district court’s dismissal of Plaintiff’s CEA 14
claims.14 15
B. Antitrust Claims 16
1. Legal Principles 17
To state an antitrust claim, a plaintiff must first “show . . . 18
antitrust standing.” Gelboim, 823 F.3d at 770; see generally Associated 19
Gen. Contractors of Cal., Inc. v. Cal. State Council of Carpenters, 459 U.S. 20
519 (1983) (“AGC”) (discussing the requirements of antitrust 21
standing). Standing to bring an antitrust claim requires a plaintiff to 22
show that (1) he has “suffered antitrust injury,” and (2) he is an 23
14 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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19
“efficient enforcer[] of the antitrust laws.” Gelboim, 823 F.3d at 772. 1
We look to four factors to determine whether a plaintiff is an efficient 2
enforcer: 3
(1) the directness or indirectness of the asserted injury, 4
which requires evaluation of the chain of causation 5
linking appellants’ asserted injury and the [defendants’] 6
alleged price-fixing; (2) the existence of more direct 7
victims of the alleged conspiracy; (3) the extent to which 8
appellants’ damages claim is highly speculative; and (4) 9
the importance of avoiding either the risk of duplicate 10
recoveries on the one hand, or the danger of complex 11
apportionment of damages on the other. 12
Id. at 778 (cleaned up) (citing AGC, 459 U.S. at 540–44). 13
2. Analysis 14
We agree with the district court that Plaintiff failed to allege 15
antitrust standing because he is not an efficient enforcer of the 16
antitrust laws. 17
Causation. “For the purposes of antitrust standing, proximate 18
cause is determined according to the so-called ‘first-step rule,’” under 19
which “injuries that happen at the first step following the harmful 20
behavior are considered proximately caused by that behavior.” 21
Schwab Short-Term Bond Mkt. Fund, 22 F.4th at 116 (quoting In re Am. 22
Express Anti-Steering Rules Antitrust Litig., 19 F.4th 127, 140 (2d Cir. 23
2021)). This inquiry “require[s] drawing a line between those whose 24
injuries resulted from their direct transactions with [the defendants] 25
and those whose injuries stemmed from their deals with third 26
parties.” Id. 27

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20
Plaintiff here failed to allege that his injury was proximately 1
caused by Defendants. He did not assert that he transacted directly 2
with any Defendants or that Defendants controlled the Euroyen 3
TIBOR futures contract that Plaintiff purchased. Instead, Plaintiff 4
traded his futures contract with unknown third parties before the 5
contract’s maturity date. See Third Am. Compl. ¶ 57. 6
Further, Plaintiff’s theory of liability depends on a series of 7
causal steps that separate Defendants’ conduct and his purported 8
injury. Plaintiff asserts that (1) Defendants submitted fraudulent 9
rates to the BBA; (2) the BBA then used these artificial submissions to 10
set Yen-LIBOR; (3) the manipulated Yen-LIBOR affected Euroyen 11
TIBOR during the Class Period; and (4) any distorted benchmark rate 12
also affected the market’s perception of the value of Plaintiff’s 13
Euroyen TIBOR futures contract. Plaintiff’s injury thus occurred far 14
from “the first step following” Defendants’ “harmful behavior.” 15
Schwab Short-Term Bond Mkt. Fund, 22 F.4th at 116 (citation omitted). 16
Existence of More Direct Victims. Direct victims of an alleged 17
antitrust conspiracy are situated to enforce the antitrust laws because 18
their “self-interest would normally motivate them to vindicate the 19
public interest in antitrust enforcement.” AGC, 459 U.S. at 542. 20
When only indirect victims bring suit, “it is difficult to understand 21
why the[] direct victims of the conspiracy have not asserted any claim 22
in their own right.” Id. at 542 n.47; see also Gatt Commc’ns, Inc. v. PMC 23
Assocs., L.L.C., 711 F.3d 68, 79 (2d Cir. 2013) (“If the ‘superior’ plaintiff 24
has not sued, one may doubt the existence of any antitrust violation 25
at all.”) (internal quotation marks omitted) (quoting Phillip Areeda & 26
Herbert Hovenkamp, Fundamentals of Antitrust Law, § 3.01c, at 3–9 to 27
3–10 (4th ed. 2011)). 28

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21
Plaintiff here is an indirect victim of the alleged conspiracy. 1
Direct victims might include traders of interest-rate swaps—contracts 2
in which a party exchanges one stream of fixed interest-rate payments 3
for another flow of payments based on a variable, “floating” rate, such 4
as Yen-LIBOR or Euroyen TIBOR. See Sonterra Cap. Master Fund Ltd. 5
v. UBS AG, 954 F.3d 529, 532–33 (2d Cir. 2020) (explaining interest rate 6
swaps that incorporate Yen-LIBOR). Such a swap trader betting on 7
the movement of benchmark rates like Yen-LIBOR and Euroyen 8
TIBOR would be more directly harmed if Defendants had engaged in 9
an antitrust conspiracy to manipulate Yen-LIBOR and Euroyen 10
TIBOR. 11
Speculative Damages. We next consider whether the “asserted 12
damages are speculative,” because “a high degree of speculation in a 13
damages calculation suggests that a given plaintiff is an inefficient 14
engine of enforcement.” IQ Dental Supply, Inc. v. Henry Schein, Inc., 15
924 F.3d 57, 66–67 (2d Cir. 2019) (citations omitted). Damages are 16
speculative “where countless other market variables could have 17
intervened to affect . . . pricing” and the “theory of antitrust injury 18
depends upon a complicated series of market interactions.” Reading 19
Indus., Inc. v. Kennecott Copper Corp., 631 F.2d 10, 13–14 (2d Cir. 1980). 20
A district court should not be required to entertain “multiple layers 21
of speculation” and “create[] . . . an alternative universe” to calculate 22
damages. IQ Dental Supply, 924 F.3d at 67 (cleaned up). 23
Here, Plaintiff failed to plead any injury. He alleges that he 24
entered and closed a short position in a Euroyen TIBOR futures 25
contract in 2006. In other words, he bet that there would be “an 26
increase in Euroyen TIBOR rates.” Third Am. Compl. ¶ 138. 27
Plaintiff alleges two acts occurring in August 2006 involving three- 28

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22
month Euroyen TIBOR futures, both of which involved Defendants’ 1
alleged attempts to manipulate Yen-LIBOR upwards. But if true and 2
Euroyen TIBOR rates did increase, Plaintiff would have benefited 3
from Defendants’ conduct. See id. (explaining that a trader who 4
“go[es] short” would “profit from an increase in Euroyen TIBOR 5
rates”). 6
In any event, Plaintiff’s theory of damages is also highly 7
speculative. As explained above, his allegations rely on an 8
attenuated chain of causation that would complicate if not render 9
impossible any damages calculation. See supra at 20. 10
Duplicative Recovery and Complex Damage Apportionment. 11
Finally, we consider “the difficulty of identifying damages and 12
apportioning them among direct and indirect victims so as to avoid 13
duplicative recoveries.” Volvo N. Am. Corp. v. Men’s Int’l Pro. Tennis 14
Council, 857 F.2d 55, 66 (2d Cir. 1988). The focus of this factor is on 15
“keeping the scope of complex antitrust trials within judicially 16
manageable limits.” AGC, 459 U.S. at 543. 17
Here, apportionment of any damages would be difficult and 18
there would be a risk of duplicative recovery because Plaintiff’s 19
theory of liability is indirect and imprecise. Plaintiff had no direct 20
dealings with Defendants but asserts an injury based on alleged 21
conduct that impacted the marketplace generally. Damages would 22
thus have to be calculated based on specific transactions between 23
third parties that were indirectly impacted by Defendants’ alleged 24
manipulation of benchmark rates. To the extent that Plaintiff seeks 25
damages based on trading volume, see Third Am. Compl. ¶ 124 26
(“Billions in notional value . . . in Euroyen futures contracts were 27
transacted during the Class Period”), such an approach would be 28

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23
vastly overbroad. Cf. Gelboim, 823 F.3d at 779 (“Requiring the 1
[defendant] [b]anks to pay treble damages to every plaintiff who 2
ended up on the wrong side of an independent LIBOR-denominated 3
derivative . . . would . . . also vastly extend the potential scope of 4
antirust liability in myriad markets where derivative instruments 5
have proliferated.”). The district court thus correctly concluded that 6
Plaintiff failed to allege antitrust standing. 7
C. RICO Claims 8
1. Legal Principles 9
The RICO statute criminalizes certain conduct arising from “a 10
pattern of racketeering activity.” 18 U.S.C. § 1962(a)-(c). Congress 11
defined “racketeering activity” through numerous state and federal 12
offenses, commonly known as predicates. See id. § 1961(1). RICO 13
also provides “a private civil cause of action that allows ‘[a]ny person 14
injured in his business or property by reason of a violation of section 15
1962’ to sue in federal district court and recover treble damages, costs, 16
and attorney’s fees.’” RJR Nabisco, Inc., 579 U.S. at 331 (quoting 18 17
U.S.C. § 1964(c)) (alteration in original). 18
“To establish a RICO claim, a plaintiff must show: (1) a 19
violation of the RICO statute, 18 U.S.C. § 1962; (2) an injury to business 20
or property; and (3) that the injury was caused by the violation of [§] 21
1962.” Cruz v. FXDirectDealer, LLC, 720 F.3d 115, 120 (2d Cir. 2013) 22
(citation omitted). As for this last requirement, “a plaintiff must . . . 23
establish that the underlying § 1962 RICO violation was the proximate 24
cause of his injury.” Empire Merchs., LLC v. Reliable Churchill LLLP, 25
902 F.3d 132, 140 (2d Cir. 2018) (cleaned up). “[T]he central question 26
. . . is whether the alleged violation led directly to the plaintiff’s 27
injuries.” Anza v. Ideal Steel Supply Corp., 547 U.S. 451, 461 (2006). 28

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24
As with proximate causation in the antitrust context, we “rarely ‘go 1
beyond the first step’” in the causal chain. Empire Merchs., LLC, 902 2
F.3d at 141 (citation omitted); see also Anza, 547 U.S. at 459–60 (looking 3
to the directness of injury, “speculative nature of the proceedings,” 4
risk of duplicative recoveries, and existence of more immediate 5
victims when analyzing proximate causation in the civil RICO 6
context). 7
2. Analysis 8
Plaintiff failed to allege that his proposed RICO claims, 9
premised on wire fraud, see 18 U.S.C. § 1343, proximately caused his 10
injury. As noted above, see supra at 20, Plaintiff’s alleged injury does 11
not flow directly from the first step in the causal chain. Not only 12
does Plaintiff fail to allege any direct dealings with Defendants, but 13
his asserted injury (a change in the value of his domestically traded 14
Euroyen TIBOR futures contract) is several steps removed from 15
Defendants’ alleged conduct (sending fraudulent Yen-LIBOR 16
submissions to the BBA). See id. Plaintiff thus cannot establish 17
proximate causation for purposes of his RICO claims for the same 18
reason that he fails to do so for his antitrust claim.15 19
III. CONCLUSION 20
For these reasons, the district court properly dismissed 21
Plaintiff’s CEA and antitrust claims and denied leave to add civil 22
RICO claims. We thus affirm the judgment and orders of the district 23
court and dismiss the cross-appeal. 24
15 The parties agree that Plaintiff’s RICO claims fall or stand with
this Court’s causation analysis for antitrust standing.

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