12 4355 cv - the am law dailyamlawdaily.typepad.com/ukubsbrief.pdf · oregon state treasurer and...

IN THE

United States Court of AppealsFOR THE SECOND CIRCUIT

CITY OF PONTIAC POLICEMEN’S AND FIREMEN’S RETIREMENT SYSTEM(“PONTIAC”), ARBEJDSMARKEDETS TILLAEGSPENSION (“ATP”), UNIONASSET MANAGEMENT HOLDING AG (“UNION”), COUNSEL OF THEBOROUGH OF SOUTH TYNESIDE ACTING IN ITS CAPACITY AS THEADMINISTERING AUTHORITY OF THE TYNE AND WEAR PENSION FUND,

Plaintiffs-Appellants,

INTERNATIONAL FUND MANAGEMENT, S.A. (LUXEMBURG),WILLIAM L. WESNER, TEAMSTERS UNION LOCAL 500 SEVERANCE

FUND (“TEAMSTERS”),Plaintiffs,

>> >>

BRIEF FOR THE UNITED KINGDOM OFGREAT BRITAIN AND NORTHERN IRELAND

AS AMICUS CURIAE IN SUPPORT OFDEFENDANTS-APPELLEES AND AFFIRMANCE

GEORGE T. CONWAY IIIWACHTELL, LIPTON, ROSEN & KATZ51 West 52nd StreetNew York, New York 10019(212) 403-1000Attorneys for Amicus Curiae

On Appeal from the United States District Courtfor the Southern District of New York

12-4355-cv

(Additional Caption On the Reverse)

Case: 12-4355 Document: 130 Page: 1 05/17/2013 941594 57

OREGON STATE TREASURER AND THE OREGON PUBLIC EMPLOYEERETIREMENT BOARD, ALASKA LABORERS—

EMPLOYERS RETIREMENT FUND,Movants-Appellants,

—v.—

UBS AG, PETER A. WUFFLI, CLIVE STANDISH, DAVID S. MARTIN,MARCEL OSPEL, MARCEL ROHNER, MARCO SUTER, WALTERSTUERZINGER, RAMESH SINGH, HUW JENKINS, JAMES STEHLI,JOHN COSTAS, MICHAEL HUTCHINS, DEUTSCHE BANK AG, BNPPARIBAS, CREDIT SUISSE, J.P. MORGAN SECURITIES LTD.,MORGAN STANLEY & CO. INTERNATIONAL PLC, GOLDMAN SACHSINTERNATIONAL, DEUTSCHE BANK AG, LONDON BRANCH, UBSSECURITIES LLC, ERNESTO BERTARELLI, STEPHAN HAERINGER,GABRIELLE KAUFFMAN-KOHLER, SERGIO MARCHIONNE, ROLF A.MEYER, PETER VOSER, LAWRENCE A. WEINBACH, JOERG WOLLE,HELMUT PANKE, PETER SPUHLER,

Defendants-Appellees.


TABLE OF CONTENTS

PAGE

TABLE OF AUTHORITIES ..................................... ii

STATEMENT OF INTEREST OF AMICUS CURIAE ................................................ 1

ARGUMENT ............................................................. 4

POINT I

PLAINTIFFS’ “LISTING” THEORY CANNOT BE RECONCILED WITH MORRISON. ....................................................... 4

POINT II

PLAINTIFFS’ “LISTING” THEORY CANNOT BE RECONCILED WITH THE PRESUMPTION AGAINST EXTRATERRITORIALITY. .............................. 11

POINT III

PLAINTIFFS’ “LISTING” THEORY WOULD IMPERMISSIBLY INFRINGE THE SOVEREIGN AUTHORITY OF OTHER NATIONS. ........................................... 14

CONCLUSION ....................................................... 24

APPENDIX A .......................................................... 1a

APPENDIX B .......................................................... 1b


ii

TABLE OF AUTHORITIES

PAGE(S)

Cases

Am. Banana Co. v. United Fruit Co., 213 U.S. 347 (1909) ........................... 13

Amgen Inc. v. Conn. Ret. Plans & Trust Funds, 133 S. Ct. 1184 (2013) ............... 20n

Bersch v. Drexel Firestone, Inc., 519 F.2d 974 (2d Cir. 1975) ............................... 8n

Blechner v. Daimler-Benz AG, 410 F. Supp. 2d 366 (D. Del. 2006) ...................................................... 7n

City of Edinburgh Council ex rel. Lothian Pension Fund v. Vodafone Grp. Pub. Co., No. 07 Civ. 9921 (PKC), 2008 WL 5062669 (S.D.N.Y. Nov. 24, 2008) ..................... 7n

Cornwell v. Credit Suisse Grp., 689 F. Supp. 2d 629 (S.D.N.Y. 2010) ................................................... 7n

EEOC v. Arabian Am. Oil Co., 499 U.S. 244 (1991) ................................ 12, 14, 15

Emerald Supplies Ltd. v. British Airways plc, [2010] EWCA (Civ) 1284 (Eng. & Wales) ......................................... 21n

F. Hoffmann-La Roche v. Empagran S.A., 542 U.S. 155 (2004) ............................ passim


iii

Foley Bros., Inc. v. Filardo, 336 U.S. 281 (1949) ................................. 12-13, 13

Hartford Fire Ins. Co. v. California, 509 U.S. 764 (1993) ......................... 16

In re Alstom SA Sec. Litig., 406 F. Supp. 2d 346 (S.D.N.Y. 2005) .............................................................. 6n, 8n

In re AstraZeneca Sec. Litig., 559 F. Supp. 2d 453 (S.D.N.Y. 2008), aff’d sub nom State Univs. Ret Sys. of Ill. v. AstraZeneca plc, 334 F. App’x 404 (2d Cir. 2009) ...................... 6-7n

In re Bayer AG Sec. Litig., 423 F. Supp. 2d 105 (S.D.N.Y. 2005) .................................................................... 7n

In re China Life Sec. Litig., No. 04 Civ. 2112 (TPG), 2008 WL 4066919 (S.D.N.Y. Sept. 3, 2008) ...................... 7n

In re Nat’l Austl. Bank Sec. Litig., No. 03 Civ. 6537 (BSJ), 2006 WL 3844465 (S.D.N.Y. Oct. 25, 2006), aff’d sub nom. Morrison v. Nat’l Austl. Bank Ltd., 547 F.3d 167 (2d Cir. 2008), aff’d, 130 S. Ct. 2869 (2010) ......................................................... 9n

In re NovaGold Res. Inc. Sec. Litig., 629 F. Supp. 2d 272 (S.D.N.Y. 2009) .................................................................... 7n

In re Rhodia S.A. Sec. Litig., 531 F. Supp. 2d 527 (S.D.N.Y. 2007) .................................................................... 7n


iv

In re Royal Bank of Scotland Grp. plc Sec. Litig., 765 F. Supp. 2d 327 (S.D.N.Y. 2011) ................................................... 2n

In re Royal Dutch/Shell Transp. Sec. Litig., 522 F. Supp. 2d 712 (D.N.J. 2007) ....................................................... 7n

In re SCOR Holding (Switz.) AG Sec. Litig., 537 F. Supp. 2d 556 (S.D.N.Y. 2008) ................................................... 7n

In re Vivendi Univ., S.A. Sec. Litig., 765 F. Supp. 2d 512 (S.D.N.Y. 2011) .................................................................... 5n

Kiobel v. Royal Dutch Petroleum Co., 133 S. Ct. 1659 (2013) ...................... 3n, 12, 14, 23

Lapiner v. Camtek, Ltd., No. C-08-1327 MMC, 2009 WL 1542708 (N.D. Cal. June 2, 2009) ...................... 7n

Lauritzen v. Larsen, 345 U.S. 571 (1953) ............................................ 13

Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992) ............................................ 13

Matrixx Initiatives, Inc. v. Siracusano, 131 S. Ct. 1309 (2011) ............................................................... 19n

Microsoft Corp. v. AT&T Corp., 550 U.S. 437 (2007) ............................................ 23

Morrison v. Nat’l Austl. Bank Ltd., 547 F.3d 167 (2d Cir. 2008), aff’d, 130 S. Ct. 2869 (2010) .................................. 5n, 23


v

Morrison v. Nat’l Austl. Bank Ltd., 130 S. Ct. 2869 (2010) ................................. passim

Murray v. Schooner Charming Betsy, 6 U.S. (2 Cranch) 64 (1804) ................................ 16

N.Y. Cent. R.R. Co. v. Chisholm, 268 U.S. 29 (1925) .............................................. 15

Nathan Gordon Trust v. Northgate Exploration, Ltd., 148 F.R.D. 105 (S.D.N.Y. 1993) ................................................... 7n

Norex Petroleum Ltd. v. Access Indus., Inc., 631 F.3d 29 (2d Cir. 2010) ........................... 4

Parks v. Fairfax Fin. Holding Ltd., No. 06 Civ. 2820 (GBD), 2010 WL 1372537 (S.D.N.Y. Mar. 29, 2010) ..................... 7n

Pozniak v. Imperial Chem. Indus. plc, No. 03 Civ. 2457 (NRB), 2004 WL 2186546 (S.D.N.Y. Sept. 28, 2004) .................................................... 7n

Small v. United States, 544 U.S. 385 (2005) ............................................ 14

Sosa v. Alvarez-Machain, 542 U.S. 692 (2004) ............................................ 3n

Tri-Star Farms Ltd. v. Marconi plc, 225 F. Supp. 2d 567 (W.D. Pa. 2002) ............................................. 7n, 8n

United States v. Palmer, 16 U.S. (3 Wheat.) 610 (1818) ............................ 13


vi

Statutes and Rules

CIVIL PROCEDURE RULES, 19.10-19.15 (Eng. & Wales) ............................. 21n

Courts and Legal Services Act 1990, 1990, c. 41, § 58(1) (Eng. & Wales) .................................................. 22n

FED. R. CIV. P. 23(b)(3) ......................................... 20n

Financial Services and Markets Act 2000, 2000 c.8 (U.K.): Pt. VI, § 87A ..................................................... 20n Pt. VI, § 90 ........................................................ 20n

Financial Services Bill, 2009, H.C. Bill [6] §§ 18-25 (U.K.) ............................. 21n

Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq.: 15 U.S.C. § 78j(b) (§ 10(b)) .......................... passim

Senior Courts Act 1981, 1981, c. 54, § 69 (Eng. & Wales) ...................... 22n

Solicitors Act 1974, 1974, c. 47, § 59 (Eng. & Wales) ................................ 22n

SOLICITORS REGULATION AUTHORITY CODE OF CONDUCT 2011, IB(1.27) (Eng. & Wales) .................................................. 22n

U.S. CONST. amend. VII ....................................... 22n

Other Authorities

American Depositary Receipts, Securities Act Release No. 33-6894, 1991 WL 294145 (May 23, 1991) ....................... 6n


vii

Coffee, John C., Jr., Racing Towards the Top?: The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance, 102 COLUM. L. REV. 1757 (2002) ........................ 5n

Davies, Paul, Davies Review of Issuer Liability: Final Report (June 2007) ................. 20n

Davies, Paul, Davies Review of Issuer Liability for Misstatements to the Market (Mar. 2007) .................................. 20n, 22n

Davis, Kenneth B., Jr., The SEC and Foreign Companies—A Balance of Competing Interests, 71 U. PITT. L. REV. 457 (2010) ................................................... 5n

DEPARTMENT FOR BUSINESS INNOVATION & SKILLS, PRIVATE ACTIONS IN COMPE- TITION LAW: A CONSULTATION ON OPTIONS FOR REFORM—GOVERNMENT RESPONSE (Jan. 2013) (U.K.) ........................... 21n

FAIRGRIEVE, DUNCAN & LEIN, EVA, EDS., EXTRATERRITORIALITY AND COLLECTIVE REDRESS (2012) ............................ 21n

GREENE, EDWARD F., et al., U.S. REGULATION OF THE INT’L SECS. AND DERIVATIVES MKTS. (10th ed. 2012) ................ 5-6n

HM The Queen, The Queen’s Speech 2013 (May 8, 2013) ........................................... 22n

NYSE Amex Sample Listing Application for American Depositary Receipts ..................... 5n


viii

RESTATEMENT (THIRD) OF FOREIGN RELATIONS LAW OF THE UNITED STATES (1987) ...................................................... 17

SCALIA, ANTONIN & GARNER, BRYAN A., READING LAW: THE INTERPRETATION OF LEGAL TEXTS (2012) .................................. 13-14

Slaughter and May, Class action update: Court of Appeal rejects US-style class actions (Nov. 19, 2010) ..................................... 21n


IN THE

United States Court of Appeals FOR THE SECOND CIRCUIT

————— No. 12-4355-cv

————— CITY OF PONTIAC POLICEMEN’S AND FIREMEN’S

RETIREMENT SYSTEM (“PONTIAC”) et al., Plaintiffs-Appellants,

—v.—

UBS AG et al., Defendants-Appellees.

————— On Appeal from the United States District Court

for the Southern District of New York —————

BRIEF FOR THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

AS AMICUS CURIAE IN SUPPORT OF DEFENDANTS-APPELLEES AND AFFIRMANCE

—————

STATEMENT OF INTEREST OF AMICUS CURIAE 1

The United Kingdom is committed to the rule of law. It has a comprehensive system of securities reg-ulation and long-established private law remedies. The United Kingdom has made numerous important policy choices regarding securities regulation and

1 No counsel for a party authored this brief in whole or in part, and no one other than amicus curi-ae or its counsel contributed money to fund the prep-aration or submission of this brief.


2

litigation practices and procedures. Citing an amicus curiae brief filed by the United Kingdom, the Su-preme Court of the United States has observed that these policy choices “differ[] from ours as to what constitutes fraud, what disclosures must be made, what damages are recoverable, what discovery is available in litigation, what individual actions may be joined in a single suit, what attorney’s fees are recoverable, and many other matters.” Morrison v. Nat’l Austl. Bank Ltd., 130 S. Ct. 2869, 2885 (2010) (citing Brief of the United Kingdom as Amicus Curi-ae in Support of Respondents at 16-21, Morrison (No. 08-1191), 2010 WL 723009, at *16-*21).

The United Kingdom’s financial and economic policies are formulated by the Government of the United Kingdom. The Government of the United Kingdom has a strong interest in ensuring that com-panies based in the United Kingdom comply with its laws, and in ensuring that its laws apply to financial transactions and economic activity in the United Kingdom. As a result of the recent economic crisis, moreover, the Government of the United Kingdom has become a significant equity holder in various British financial institutions—including one against which “foreign-cubed” securities class-action claims have been dismissed under Morrison.2

Given the United Kingdom’s stake in its own laws and policies, overly broad extraterritorial application of United States law substantially implicates the United Kingdom’s legitimate sovereign interests.

2 See In re Royal Bank of Scotland Grp. plc Sec.

Litig., 765 F. Supp. 2d 327, 331 n.4, 335-37, 338-39 (S.D.N.Y. 2011).


3

Accordingly, the United Kingdom has repeatedly filed amicus briefs in United States courts to express its concerns about extraterritorial applications of United States law.3 The United Kingdom did so in Morrison, where it successfully urged the Supreme Court to reject the application of Section 10(b) of the Securities Exchange Act of 1934 to foreign-cubed claims. It does so once again here because the appel-lants’ view of Morrison, if accepted by this Court, would effectively reverse Morrison in a large number of cases, and would result in extraterritorial applica-tion of the Exchange Act to countless transactions in the United Kingdom and elsewhere around the world, in violation of the sovereign interests of the United Kingdom and other nations.

This brief is submitted pursuant to Fed. R. App. P. 29(a), as all parties have consented to its filing.

3 See, e.g., Brief of the United Kingdom et ano. in

Support of Respondents, Kiobel v. Royal Dutch Petro-leum Co., 133 S. Ct. 1659 (2013) (No. 10-1491), 2012 WL 405480; Brief of the United Kingdom et ano. in Support of Petitioners, F. Hoffmann-La Roche v. Empagran S.A., 542 U.S. 155 (2004) (No. 03-724), 2004 WL 226597; Brief of Australia, Switzerland, and the United Kingdom in Support of Petitioner, Sosa v. Alvarez-Machain, 542 U.S. 692 (2004) (No. 03-339), 2004 U.S. S. Ct. Briefs LEXIS 910.


4

ARGUMENT

POINT I

PLAINTIFFS’ “LISTING” THEORY CANNOT BE RECONCILED WITH MORRISON.

In Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869, 2883 (2010), the Supreme Court emphat-ically held that “there is no affirmative indication in the [Securities] Exchange Act [of 1934] that § 10(b) applies extraterritoriality, and … therefore con-clude[d] that it does not.” As this Court has observed, “Morrison wholeheartedly embraces application of the presumption against extraterritoriality,” and “reject[s] the ‘conduct and effect’ test traditionally used by the Second Circuit and other courts … to divine a statute’s extraterritorial application.” Norex Petroleum Ltd. v. Access Indus., Inc., 631 F.3d 29, 32 (2d Cir. 2010). As the court below put it, the Su-preme Court’s “clear intention” was “to limit the ex-traterritorial reach of § 10(b).” SPA6.

But on this appeal, the plaintiffs contend that Section 10(b) still has extensive extraterritorial reach. They assert that when a foreign company’s stock is cross-listed on a United States securities exchange, “all purchases of [that] stock … are sub-ject to Section 10(b) regardless of where the shares were purchased.” Pl. Br. at 30 (emphasis added). Ac-cording to plaintiffs, Section 10(b) would thus apply “worldwide,” “no matter where the trade is actually executed.” Id. at 4, 82 (emphasis added); see also JA77, 83.

This breathtaking argument would reverse Mor-rison for many foreign companies. And it would re-sult in the extraterritorial application of Section


5

10(b) to purchases and sales of billions of shares on foreign securities exchanges.

That is because hundreds of large foreign compa-nies—particularly the larger, multinational ones—cross-list their home-country “ordinary” shares on American stock exchanges. Some of those companies, like UBS and many Canadian companies, have is-sued what are called GRSs, Global Registered Shares, which directly trade on both American and foreign exchanges and are simultaneously listed on those exchanges.4 Hundreds of other foreign compa-nies have sponsored and issued ADRs, American Depositary Receipts, which represent the right to receive one or more of those companies’ ordinary shares.5 In order to issue ADRs and have the ADRs trade on an American exchange, these foreign com-panies must both cross-list their underlying ordinary shares on the American exchange and register those shares with the SEC under the Exchange Act.6 Ex-

4 See, e.g., Kenneth B. Davis, Jr., The SEC and

Foreign Companies—A Balance of Competing Inter-ests, 71 U. PITT. L. REV. 457, 469 (2010).

5 See, e.g., Morrison v. Nat’l Austl. Bank Ltd., 547 F.3d 167, 168 n.1 (2d Cir. 2008), aff’d, 130 S. Ct. 2869 (2010); John C. Coffee, Jr., Racing Towards the Top?: The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance, 102 COLUM. L. REV. 1757, 1770 & n.40 (2002).

6 See, e.g., In re Vivendi Univ., S.A. Sec. Litig., 765 F. Supp. 2d 512, 528-29 (S.D.N.Y. 2011); NYSE Amex Sample Listing Application for American De-positary Receipts, http://bit.ly/12QFaRX; EDWARD F. GREENE, et al., U.S. REGULATION OF THE INT’L SECS.


6

amples of companies based in the United Kingdom that have cross-listed their ordinary shares in the United States include AstraZeneca, Barclays, BHP Billiton, BP, BT Group, GlaxoSmithKline, HSBC Holdings, Lloyds Banking Group, Reed Elsevier, Royal Bank of Scotland Group, Royal Dutch Shell, and Vodafone Group.

Given the prevalence of such cross-listing, Judge Sullivan rightly observed below that, “[u]nder [p]laintiffs’ reading of Morrison, … the extraterrito-rial reach of the Exchange Act would be even broader than it had been under the ‘conduct’ and ‘effects’ tests.” SPA6. The point is well illustrated by looking at the pre-Morrison conduct- and effects-test cases that involved foreign issuers. In many of those cases, district courts dismissed claims involving purchases on foreign markets, on the ground that the (now-abrogated) conduct test had not been met.

And in many—if not most—of those cases involv-ing foreign-purchase dismissals, the defendant issu-ers had listed either ADRs or GRSs on United States exchanges. Set forth in the margin here are sixteen such cases.7 And Appendix A to this brief contains a

AND DERIVATIVES MKTS. § 2.03[2][b][i], at 2-33 n.87 (10th ed. 2012) (issuers “required to list the shares underlying listed ADRs”); American Depositary Re-ceipts, Securities Act Release No. 33-6894, 1991 WL 294145, at *11 n.66 (May 23, 1991) (“both the ADRs and the deposited securities are required to be regis-tered under Section 12(b) of the Exchange Act”).

7 E.g., In re Alstom SA Sec. Litig., 406 F. Supp. 2d 346, 352 & n.6, 369-70, 396-97 (S.D.N.Y. 2005) (partial dismissal of foreign-purchase claims); In re


7

compendium of cover pages of SEC filings for each of the issuers in these sixteen cases. As the highlighted

AstraZeneca Sec. Litig., 559 F. Supp. 2d 453, 457, 464, 465-66 (S.D.N.Y. 2008), aff’d sub nom. State Univs. Ret. Sys. of Ill. v. AstraZeneca plc, 334 F. App’x 404 (2d Cir. 2009); In re Bayer AG Sec. Litig., 423 F. Supp. 2d 105, 107, 110-15 (S.D.N.Y. 2005); Lapiner v. Camtek, Ltd., No. C-08-1327 MMC, 2009 WL 1542708, at *1-*2 (N.D. Cal. June 2, 2009); In re China Life Sec. Litig., No. 04 Civ. 2112 (TPG), 2008 WL 4066919, at *1 n.1, *9 (S.D.N.Y. Sept. 3, 2008); Cornwell v. Credit Suisse Grp., 689 F. Supp. 2d 629, 633-34 (S.D.N.Y. 2010); Blechner v. Daimler-Benz AG, 410 F. Supp. 2d 366, 367, 372-73 (D. Del. 2006); Parks v. Fairfax Fin. Holding Ltd., No. 06 Civ. 2820 (GBD), 2010 WL 1372537, at *2 & nn.5-6, *4-*6 & n.7 (S.D.N.Y. Mar. 29, 2010); Pozniak v. Imperial Chem. Indus. plc, No. 03 Civ. 2457 (NRB), 2004 WL 2186546, at *8 (S.D.N.Y. Sept. 28, 2004); Tri-Star Farms Ltd. v. Marconi plc, 225 F. Supp. 2d 567, 569-70 & n.4, 571-81 & n.7 (W.D. Pa. 2002); Nathan Gor-don Trust v. Northgate Exploration, Ltd., 148 F.R.D. 105, 106-08 (S.D.N.Y. 1993); In re NovaGold Res. Inc. Sec. Litig., 629 F. Supp. 2d 272, 304-06 (S.D.N.Y. 2009); In re Rhodia S.A. Sec. Litig., 531 F. Supp. 2d 527, 530-31, 537-41 (S.D.N.Y. 2007); In re Royal Dutch/Shell Transp. Sec. Litig., 522 F. Supp. 2d 712, 721-24 (D.N.J. 2007); In re SCOR Holding (Switz.) AG Litig., 537 F. Supp. 2d 556, 559-60, 564-69 (S.D.N.Y. 2008); City of Edinburgh Council ex rel. Lothian Pension Fund v. Vodafone Grp. Pub. Co., No. 07 Civ. 9921 (PKC), 2008 WL 5062669, at *4, *6-*7 (S.D.N.Y. Nov. 24, 2008).


8

portions of those cover pages make clear, each of the sixteen issuers had listed its ordinary shares on a United States exchange and had registered those shares under the Exchange Act. Appendix A.

Accordingly, if the plaintiffs’ “listing” theory of Morrison is correct, then the numerous foreign-purchase claims against the ADR and GRS issuers that were dismissed before the Supreme Court’s de-cision in Morrison would now survive. It would now be easier for foreign-purchase plaintiffs to state a claim against these issuers than it had been under the now-abrogated conduct and effects tests. Even the old, extraterritorially permissive case law estab-lished that foreign-purchase plaintiffs could not “bootstrap their losses to … American losses” or “pig-gyback on the harm caused by the alleged fraud to investors and markets in the United States,” and required plaintiffs to allege and to prove that fraudu-lent conduct in the United States had directly caused their foreign losses.8 Under plaintiffs’ theory, howev-er, foreign-purchase plaintiffs would obtain extrater-ritorial application of Section 10(b) to their claims without even making that showing. A Supreme Court decision intended to sharply restrict extraterritoriali-ty would thus greatly expand it.

Even more problematic for plaintiffs, however, is the fact that, under their understanding of Morrison, the Supreme Court reached the wrong result. In the

8 Tri-Star Farms, 225 F. Supp. 2d at 573 n.7; Al-

stom, 406 F. Supp. 2d at 369; see also Bersch v. Drexel Firestone, Inc., 519 F.2d 974, 988 (2d Cir. 1975) (domestic “effects … would not be sufficient” to support foreign purchase claims).


9

lower courts, the Morrison case was of a piece with the sixteen dismissals listed above. The district court in Morrison dismissed the foreign-purchase claims under the conduct test, and this Court affirmed that dismissal—even though the issuer, National Austral-ia Bank, had issued ADRs that traded on the New York Stock Exchange, and thus necessarily had listed its ordinary shares on that domestic stock market.9 As reflected at page 58 of the supplemental joint appendix before the Supreme Court (attached as Appendix B to this brief), the record in Morrison clearly established that National Australia Bank had listed its ordinary shares on the New York Stock Exchange.10 Thus, if the plaintiffs’ “listing” argument here is correct, then the foreign-purchase, ordinary-share claims against National Australia Bank should have been sustained.

Indeed, the Supreme Court in Morrison necessari-ly rejected a rather similar argument made there. In urging reversal, two of the three amicus briefs sup-porting the Morrison plaintiffs argued that, because National Australia Bank “volunteered to make itself subject to American securities laws by listing its se-curities on an American stock exchange,” it had “le-gal liability not just to American investors, but to all investors injured by the fraud,” “wherever they may

9 See In re Nat’l Austl. Bank Sec. Litig., No. 03

Civ. 6537 (BSJ), 2006 WL 3844465, at *1, *4-8 (S.D.N.Y. Oct. 25, 2006), aff’d sub nom. Morrison v. Nat’l Aust’l Bank Ltd., 547 F.3d 167, 168, 176-77 (2d Cir. 2008), aff’d, 130 S. Ct. 2869 (2010).

10 Supplemental Joint Appendix at 58, Morrison, 130 S. Ct. 2869 (No. 08-1191) (Appendix B).


10

reside.”11 In its answering brief, National Australia Bank directly rebutted these arguments. It even pointed out that “the suggestion made by amici … that global, foreign-cubed securities actions should be allowed whenever a foreign issuer has issued ADRs and made SEC filings in connection with those ADRs … ha[d] consistently failed even under the generous conduct and effects tests.”12 The Supreme Court, of course, ruled for National Australia Bank and affirmed.

* * * In short, as every court that has addressed the is-

sue has concluded,13 plaintiff’s “listing” theory is incompatible with the result and the reasoning of Morrison. For as Morrison itself explained—and the italicization here is the Supreme Court’s—“it is the foreign location of the transaction that establishes (or reflects the presumption of) the [Exchange] Act’s inapplicability.” 130 S. Ct. at 2885. “Nothing sug-gests,” the Court concluded with more emphasis, “that th[e] national public interest” vindicated by the

11 Brief of Amici Curiae MN Services Ver-

mogensbeheer B.V., et al. at 3, 23, Morrison, 130 S. Ct. 2869 (No. 08-1191), 2010 WL 342029 at *3, *23 (emphasis in original); see also id. at i, 4-5, 9-13; Brief for Amici Curiae Alecta pensionsförsäkring, ömsesidigt, et al. at 7, 22-23, 25, 34, Morrison, 130 S. Ct. 2869 (No. 08-1191), 2010 WL 342027, at *7, *22-23, *25, *34.

12 Brief for Respondents at 51, Morrison, 130 S. Ct. 2869 (No. 08-1191), 2010 WL 665167, at *51.

13 See UBS Br. at 30 & n.6 (citing cases).


11

Act “pertains to transactions conducted upon foreign exchanges and markets.” Id. at 2882. And the Court stressed that “[w]e know of no one who thought that the Act was intended to ‘regulat[e]’ foreign securities exchanges.” Id. at 2884 (second alteration in origi-nal).

Instead, the Court recognized that the law’s “fo-cus” is “on domestic transactions”—“upon purchases and sales of securities in the United States”—and so it roundly “reject[ed] the notion that the Exchange Act reaches conduct in this country affecting ex-changes or transactions abroad.” Id. at 2884-85. Here, because the plaintiffs’ transactions on the Swiss Exchange and the Tokyo Stock Exchange are not “domestic transactions,” and are not “purchases and sales of securities in the United States,” but in-stead were “conducted upon foreign exchanges and markets,” they are not governed by Section 10(b).

POINT II

PLAINTIFFS’ “LISTING” THEORY CANNOT BE RECONCILED WITH THE PRESUMP-

TION AGAINST EXTRATERRITORIALITY.

Along with advancing their “hyper-technical pars-ing” of Morrison, SPA5, plaintiffs contend that their “listing” theory comports with the text of Section 10(b) and the presumption against extraterritoriali-ty. Once again, they are wrong.

Specifically, the plaintiffs argue that their “list-ing” theory is compelled by “the clear language of Section 10(b),” because the statute “prohibits decep-tive conduct ‘in connection with the purchase or sale of any security registered on a national securities exchange.’” Pl. Mem. 82-83 (quoting 15 U.S.C.


12

§ 78j(b); emphasis omitted). As plaintiffs would have it, this language “makes plain … that the statute applies to all transactions in U.S. exchange-registered securities regardless of where they are executed.” Id. at 83. Indeed, because “the plain meaning of the statute is clear,” say the plaintiffs, “[i]t is not necessary for this Court to resort to can-ons of construction.” Id. at 83 n.35.

This reasoning defies a long line of Supreme Court cases applying the presumption against extra-territoriality. The key word in plaintiffs’ argument, quite obviously, is “any”—as in “purchase or sale of any security registered on a national securities ex-change.” As plaintiffs would have it, “any” means anywhere in the world. The Supreme Court, howev-er, has consistently made clear that, as far as geog-raphy and territoriality are concerned, “any” is ambiguous—that it does not overcome the presump-tion against extraterritoriality, and that it thus can-not mean anywhere in the world.

In fact, the Supreme Court so held just a few weeks ago, when it addressed the question whether the phrase “‘any civil action’” in the Alien Tort Stat-ute “suggest[ed] application to torts committed abroad.” Kiobel v. Royal Dutch Petroleum Co., 133 S. Ct. 1659, 1665 (2013). The Court held that it did not. Citing several of its prior cases—including Morri-son—the Supreme Court stated that “it is well estab-lished that generic terms like ‘any’ or ‘every’ do not rebut the presumption against extraterritoriality.” Id.; see, e.g., EEOC v. Arabian Am. Oil Co., 499 U.S. 244, 249 (1991) (“Aramco”) (rejecting extraterritorial application of law applying to “‘any activity, business or industry in commerce’”); Foley Bros., Inc. v. Filar-


13

do, 336 U.S. 281, 282, 287-88 (1949) (rejecting extra-territorial application of law referring to “‘[e]very contract made to which the United States … is a party’”; citation omitted).

This corollary to the presumption against extra-territoriality goes back a long way, and it remains firmly the law today. Quoting Chief Justice John Marshall, for example, the Supreme Court has ex-plained that laws prohibiting acts “by ‘any person or persons,’” while “‘broad enough to comprehend every human being,’” must, despite their “literal universal-ity,” be “‘limited to cases within the jurisdiction of the state.’” Lauritzen v. Larsen, 345 U.S. 571, 577-78 (1953) (quoting United States v. Palmer, 16 U.S. (3 Wheat.) 610, 631 (1818) (Marshall, C.J.)). “‘Words having universal scope … will be taken as a matter of course to mean only every one subject to such leg-islation, not all that the legislator subsequently may be able to catch.’” Foley Bros., 336 U.S. at 287 n.3 (quoting Am. Banana Co. v. United Fruit Co., 213 U.S. 347, 357 (1909)).

As a result, use of “broad, inclusive language” like “‘any’” or “‘[e]ach’” “is not sufficient to overcome the presumption against the extraterritorial application of statutes.” Lujan v. Defenders of Wildlife, 504 U.S. 555, 586-87 n.4 (1992) (Stevens, J., concurring in judgment; citations omitted). “The idea that any does not mean ‘anywhere in the world’ was reaffirmed by the Supreme Court,” moreover, “in … Morrison …, in which the relevant statute punished acts ‘in connec-tion with the purchase or sale of any security regis-tered on a national securities exchange or any security not so registered.’” ANTONIN SCALIA & BRYAN

A. GARNER, READING LAW: THE INTERPRETATION OF


14

LEGAL TEXTS 270 (2012) (emphasis in original; quot-ing 15 U.S.C. § 78j(b)).

Thus, when faced with geographically ambiguous language like “‘any,’” courts “should apply an ordi-nary assumption about the reach of domestically oriented statutes”—that the language “applies do-mestically, not extraterritorially.” Small v. United States, 544 U.S. 385, 388, 390-91 (2005), cited in Ki-obel, 133 S. Ct. at 1665. To apply that centuries-old principle here, as the Supreme Court did in Morri-son, requires that the phrase “purchase or sale of any security registered on a national securities exchange” not be construed to mean any such security pur-chased or sold anywhere in the world—but rather only those purchased or sold in the United States.

POINT III

PLAINTIFFS’ “LISTING” THEORY WOULD IMPERMISSIBLY INFRINGE THE SOVER-EIGN AUTHORITY OF OTHER NATIONS.

Finally, plaintiffs’ “listing” theory should be re-jected because it contradicts fundamental policies underlying both the presumption against extraterri-toriality and a separate, but reinforcing, interpretive canon, the presumption that statutes should not be construed to interfere with the sovereign authority of other nations.

The Supreme Court has long emphasized that the presumption against extraterritoriality “‘serves to protect against unintended clashes between [Ameri-can] laws and those of other nations which could result in international discord.’” Kiobel, 133 S. Ct. at 1664 (quoting Aramco, 499 U.S. at 248). The pre-


15

sumption does this by “ensur[ing] that the Judiciary does not erroneously adopt an interpretation of U.S. law that carries foreign policy consequences not clearly intended by the political branches.” Id. The anti-extraterritoriality canon thus recognizes that application of American law to foreign events or transactions “not only would be unjust, but would be an interference with the authority of another sover-eign, contrary to the comity of nations, which the other state concerned justly might resent.” N.Y. Cent. R.R. Co. v. Chisholm, 268 U.S. 29, 31-32 (1925) (cita-tion and internal quotation marks omitted).

In Morrison, this overarching concern with avoid-ing international discord provided an additional rea-son why the Court found no clear indication of extraterritorial effect: in the realm of securities regu-lation, “[t]he probability of incompatibility with the applicable laws of other countries is so obvious that if Congress intended such foreign application ‘it would have addressed the subject of conflicts with foreign laws and procedures.’” Morrison, 130 S. Ct. at 2885 (quoting Aramco, 499 U.S. at 256). The Court also emphasized that the United Kingdom and other sov-ereign and private amici had “complain[ed] of the interference with foreign securities regulation that application of § 10(b) abroad would produce.” Id. at 2886. “The transactional test we have adopted,” the Court explained, “will avoid that consequence.” Id.

A second canon of construction applied through-out American history reinforces this policy of avoid-ing unintended clashes with foreign law. And that is the Charming Betsy rule: that “an act of Congress ought never to be construed to violate the law of na-tions if any other possible construction remains.”


16

Murray v. Schooner Charming Betsy, 6 U.S. (2 Cranch) 64, 118 (1804) (Marshall, C.J.). “This rule of construction reflects principles of customary interna-tional law—law that (we must assume) Congress ordinarily seeks to follow.” F. Hoffmann-La Roche Ltd. v. Empagran S.A., 542 U.S. 155, 164 (2004) (cit-ing Charming Betsy, 6 U.S. (2 Cranch) at 118).

This canon accordingly requires American courts to resolve any statutory ambiguity in a way that “avoid[s] unreasonable interference with the sover-eign authority of other nations.” Id. By doing this, judges “help[] the potentially conflicting laws of dif-ferent nations work together in harmony—a harmo-ny particularly needed in today’s highly interdependent commercial world.” Id. at 164-65. Although its purpose is thus similar to that of the extraterritoriality canon, the Charming Betsy rule “is ‘wholly independent’ of the presumption against ex-traterritoriality,” and it applies even “if the pre-sumption against extraterritoriality has been overcome or is otherwise inapplicable.” Hartford Fire Ins. Co. v. California, 509 U.S. 764, 814-15 (1993) (Scalia, J., dissenting; citation omitted).

The Supreme Court’s decision in Empagran illus-trates Charming Betsy’s modern application in a situation that is directly analogous here. The Court upheld the dismissal of what was, in effect, a foreign-cubed antitrust case—a price-fixing case involving foreign plaintiffs, foreign defendants, and foreign purchases and damages. 542 U.S. at 159-60. The case also involved parallel domestic allegations—concerning domestic purchases of the same product—because the cartel involved was a global one. Id. at 159, 165. Like the plaintiffs in this securities case,


17

the plaintiffs in Empagran argued, and the D.C. Cir-cuit agreed, that the parallel activity involving the domestic transactions supported the application of United States law to the foreign transactions. See id. at 160.

The Supreme Court unanimously reversed. Even though it acknowledged that the plaintiffs’ interpre-tation reflected “the more natural reading of the statutory language,” the Court concluded that this reading did not overcome critical “considerations of comity” among nations. Id. at 174-75. Justice Brey-er’s opinion for the Court concluded that, under rele-vant principles of international law, it would constitute an “unreasonable interference with the sovereign authority of other nations” to apply the Sherman Act “to foreign conduct insofar as that con-duct causes independent foreign harm and that for-eign harm alone gives rise to the plaintiff’s claim.” Id. at 164, 165 (emphasis added and omitted; citing RESTATEMENT (THIRD) OF FOREIGN RELATIONS LAW OF

THE UNITED STATES § 403(2) (1987)). The Empagran Court reached this conclusion be-

cause it recognized that application of American law to foreign transactions would create “a serious risk of interference with a foreign nation’s ability inde-pendently to regulate its own commercial affairs.” Id. at 165. That risk of interference, the Court ex-plained, stemmed from the fact that other nations’ commercial laws differ from America’s in significant ways. The Court specifically pointed out, as an ex-ample, that what the United States prohibits as an-ticompetitive differs from what the United Kingdom and other European countries prohibit. See id. at 167. The Court added that, “even where nations


18

agree about primary conduct, say, price fixing, they disagree dramatically about appropriate remedies.” Id. Citing the amicus briefs of foreign governments, the Court concluded that “to apply [American] reme-dies would unjustifiably permit [foreign] citizens to bypass their own [countries’] less generous remedial schemes, thereby upsetting a balance of competing considerations that their own domestic antitrust laws embody.” Id.

To hold otherwise, explained Justice Breyer for the Court, would be an “act of legal imperialism”:

[I]f America’s antitrust policies could not win their own way in the international marketplace for such ideas, Congress, we must assume, would not have tried to impose them, in an act of legal imperialism, through legislative fiat.

Id. at 169.

* * * Precisely these considerations require rejection of

plaintiffs’ “listing” theory here. Other nations’ securi-ties laws establish different substantive rules, and provide different remedies, than do the laws of the United States. As the Supreme Court explained in Morrison, citing the United Kingdom’s brief there:

Like the United States, foreign countries regu-late their domestic securities exchanges and se-curities transactions occurring within their territorial jurisdiction. And the regulation of other countries often differs from ours as to what constitutes fraud, what disclosures must be made, what damages are recoverable, what discovery is available in litigation, what indi-vidual actions may be joined in a single suit,


19

what attorney’s fees are recoverable, and many other matters. See, e.g., Brief for the United Kingdom of Great Britain and Northern Ireland as Amicus Curiae 16-21[,] [2010 WL 723009, at *16-*21].

Morrison, 130 S. Ct. at 2885. The varying approaches that nations have taken

to securities regulation and litigation are illustrated by the approaches taken by the United States and the United Kingdom. Some of the salient differences are summarized below, and are more fully described in the United Kingdom’s brief in Morrison:14

Ø Both the United States and the United King-dom require disclosure of material information, but they define materiality differently. In the United States, information is “material” if it “would have been viewed by a reasonable investor as having sig-nificantly altered the total mix of information avail-able.”15 In the United Kingdom, statutory disclosure obligations vary with the type of corporate statement involved. For example, in a prospectus, a publicly traded company must, in addition to disclosing enu-merated items, disclose other information “necessary

14 Brief of the United Kingdom as Amicus Curiae

in Support of Respondents at 6-13, 16-21, Morrison (No. 08-1191), 2010 WL 723009, at *16-21.

15 Matrixx Initiatives, Inc. v. Siracusano, 131 S. Ct. 1309, 1318 (2011) (citation and internal quotation marks omitted).


20

to enable investors to make an informed assessment of” the issuer and the securities being offered.16

Ø Under United States securities law, the judi-cially created “fraud-on-the-market” theory dispens-es with the need to prove individual reliance in actions involving securities that trade on efficient markets.17 In the United Kingdom, a similar concept is established by statute, but applies only to claims involving prospectuses.18 For periodic financial re-ports, reliance is an indispensible element of a claim, as a higher fraud-based standard of liability is de-signed to reduce the risks of “unmeritorious claims for large sums” and of “encourag[ing] defensive and bland reporting.”19 The common-law causes of action in England and Wales continue to require proof of actual reliance, as they do in the United States.

Ø The United States allows opt-out securities class actions.20 The United Kingdom does not; in-deed, it currently does not allow opt-out class actions

16 Financial Services and Markets Act 2000, 2000

c.8 (“FSMA”), Pt. VI, § 87A (U.K.). 17 See, e.g., Amgen Inc. v. Conn. Ret. Plans &

Trust Funds, 133 S. Ct. 1184, 1192-93 (2013). 18 See FSMA, Pt. VI, § 90; Paul Davies, Davies Re-

view of Issuer Liability: Liability for Misstatements to the Market ¶ 27 (Mar. 2007), available at http://bit.ly/175mULB.

19 Paul Davies, Davies Review of Issuer Liability: Final Report ¶¶ 18, 9 (June 2007), available at http://bit.ly/13kYH0C.

20 See Amgen, 133 S. Ct. at 1193; FED. R. CIV. P. 23(b)(3).


21

of any sort.21 The civil procedure rules of England and Wales authorize only an opt-in group litigation procedure, the Group Litigation Order.22 In 2009, the Government of the United Kingdom introduced a financial-services bill in Parliament that contained provisions that would have authorized opt-out collec-tive proceedings against persons providing financial services23—but those provisions proved controversial, and were removed to secure passage of the bill.24

21 See, e.g., Slaughter and May, Class action up-

date: Court of Appeal rejects US-style class actions (Nov. 19, 2010) (discussing Emerald Supplies Ltd. v. British Airways plc, [2010] EWCA (Civ) 1284 (Eng. & Wales)), available at http://bit.ly/130ZaBj; see also note 24, below.

22 See CIVIL PROCEDURE RULES, 19.10-19.15 (Eng. & Wales), available at http://bit.ly/12hNEEc.

23 Financial Services Bill, 2009, H.C. Bill [6] §§ 18-25 (U.K.), available at http://bit.ly/10elYju.

24 See, e.g., DUNCAN FAIRGRIEVE & EVA LEIN, EDS., EXTRATERRITORIALITY AND COLLECTIVE REDRESS

§ 3.43 (2012). In January 2013, the U.K. Government proposed a limited opt-out collective actions regime in the sphere of competition law, which would enable claims to be brought by approved representative bod-ies on behalf of classes of business or consumers. This opt-out regime would only apply to U.K.-domiciled claimants, but non-U.K. claimants would be able to opt in. See DEPARTMENT FOR BUSINESS IN-

NOVATION & SKILLS, PRIVATE ACTIONS IN COMPETI-

TION LAW: A CONSULTATION ON OPTIONS FOR

REFORM—GOVERNMENT RESPONSE 26-43 (Jan. 2013) (U.K.), available at http://bit.ly/12vHhNP. A consum-


22

Ø Beyond this, of course, there are other sub-stantial differences in how claims are litigated in the United States and the United Kingdom. The United States allows broader discovery than does the United Kingdom. The United States allows contingency-fee arrangements for plaintiffs’ counsel; the United Kingdom does not.25 The United Kingdom requires the losing party to pay the winning party’s attorneys’ fees, including in group litigation; the United States generally does not, but authorizes plaintiffs’ counsel to be awarded attorneys’ fees in class actions. Jury trials in United Kingdom private securities litigation are rare,26 but in the United States the option of a jury trial is constitutionally guaranteed.27

er rights bill that is expected to implement this new regime was announced in the Queen’s Speech on May 8, 2013, but has not yet been introduced in Par-liament. See HM The Queen, The Queen’s Speech 2013 (May 8, 2013), available at http://bit.ly/ 1024WSU.

25 See Solicitors Act 1974, 1974, c. 47, § 59 (Eng. & Wales); Courts and Legal Services Act 1990, 1990, c. 41, § 58(1) (Eng. & Wales); SOLICITORS REGULATION

AUTHORITY CODE OF CONDUCT 2011, IB(1.27) (Eng. & Wales).

26 Jury trials are not required if “the court is of the opinion that the trial requires any prolonged examination of documents or accounts.” Senior Courts Act 1981, 1981, c. 54, § 69 (Eng. & Wales) (with respect to the Queen’s Bench Division); see generally Davies, Liability for Misstatements ¶ 114.

27 U.S. CONST. amend. VII.


23

* * *

Each of these important substantive and proce-dural differences reflects distinctly differing policy choices by different sovereigns. Under the plaintiff’s “listing” theory, American law and procedures could be applied to purely foreign transactions involving billions of shares of hundreds of foreign issuers trad-ing on foreign exchanges around the world—transactions that are already regulated by foreign nations, such as the United Kingdom.

Such an application of American “remedies would unjustifiably permit [foreign] citizens to bypass their own [countries’] less generous remedial schemes, thereby upsetting a balance of competing considera-tions that their own domestic … laws embody.” Em-pagran, 542 U.S. at 167. This “application of § 10(b) abroad,” indeed, would result in precisely the “inter-ference with foreign securities regulation” sought to be avoided in Morrison, 130 S. Ct. 2886, in precisely the sort of “‘unintended clashes between [American] laws and those of other nations which could result in international discord’” described in Kiobel, 133 S. Ct. at 1664 (quoting Aramco, 499 U.S. at 248), and in precisely the kind of “unreasonable interference with the sovereign authority of other nations”—“act[s] of legal imperialism”—that Empagran, 542 U.S. at 164, instructs courts to avoid.

Simply put, if “[t]he presumption that United States law governs domestically but does not rule the world” is to be followed, Microsoft Corp. v. AT&T Corp., 550 U.S. 437, 454 (2007), and if this Court is to remain “an American court, not the world’s court,” Morrison v. Nat’l Austl. Bank Ltd., 547 F.3d 167, 175


24

(2d Cir. 2008), aff’d, 130 S. Ct. 2869 (2010), the plaintiffs’ “listing” theory here must be rejected.

CONCLUSION

The judgment of the district court, to the extent it dismissed claims based upon transactions outside the United States, should be affirmed.

Respectfully submitted,

GEORGE T. CONWAY III WACHTELL, LIPTON, ROSEN &

KATZ 51 West 52nd Street New York, New York 10019 (212) 403-1000

Attorneys for Amicus Curiae the United Kingdom of Great Britain and Northern Ireland

May 17, 2013


CERTIFICATE OF COMPLIANCE

1. This brief complies with the type-volume limi-tation of Fed. R. App. P. 32(a)(7)(B) because it con-tains 5,488 words, excluding the parts of the brief exempted by Fed R. App. P. 32(a)(7)(B)(iii).

2. This brief complies with the typeface require-ments of Fed. R. App. P. 32(a)(5) as modified for printed briefs in pamphlet format by Local Rule 32.1(a)(2), and complies with the type style require-ments of Fed. R. Civ. P. 32(a)(6), because it has been prepared in a proportionally spaced typeface using Microsoft Word for Mac 2011, Version 14.3.4, in 12-point Century Schoolbook font.

GEORGE T. CONWAY III Attorney for Amicus Curiae

May 17, 2013


APPENDIX A


Source: ALSTOM, 20-F, October 16, 2003 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

As filed with the Securities and Exchange Commission on 15 October 2003

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 March 2003

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-14836

ALSTOM (Exact name of Registrant as specified in its charter)

THE REPUBLIC OF FRANCE

(Jurisdiction of incorporation or organization)

25, AVENUE KLÉBER, 75116 PARIS, FRANCE (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class: Name of each exchange on which registered:

American Depositary Shares,

each representing one Ordinary Share

New York Stock Exchange

Ordinary Shares New York Stock Exchange* Securities registered or to be registered pursuant to Section 12(g) of the Act:

None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares, nominal value €1.25 per share: 281,660,523

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 Item 18

* Approved for listing (not for trading), but only in connection with the American Depositary Shares.

1a


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Source: ASTRAZENECA PLC, 20-F, March 12, 2004 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

As filed with the Securities and Exchange Commission on March 12, 2004

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2003

OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-11960

ASTRAZENECA PLC (Exact Name of Registrant as Specified in Its Charter)

England

(Jurisdiction of Incorporation or Organization)

15 Stanhope Gate, London W1K 1LN (Address of Principal Executive Offices)


Title of each class Name of each exchange on which

registered

American Depositary Shares, each representing one Ordinary Share of 25¢ each

The New York Stock Exchange

Ordinary Shares of 25¢ each The New York Stock Exchange*

* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

The number of issued shares of each class of stock of AstraZeneca PLC as of March 12, 2004 was:

Ordinary Shares of 25¢ each: 1,683,517,030

Redeemable Preference Shares of £1 each: 50,000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No Not Applicable Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18

2a


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Source: BAYER AKTIENGESELLSCHAFT, 20-F, June 27, 2003 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

As filed with the Securities and Exchange Commission on June 27, 2003


WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934 OR


OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


BAYER AKTIENGESELLSCHAFT (Exact name of Registrant as specified in its charter)

BAYER CORPORATION* (Translation of Registrant’s name into English)

Federal Republic of Germany (Jurisdiction of incorporation or organization)

Bayerwerk, Gebäude W11

Kaiser-Wilhelm-Allee

51368 Leverkusen, GERMANY (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class: Name of each exchange on which registered:

American Depositary Shares representing Bayer AG ordinary shares of no par value


Bayer AG ordinary shares of no par value New York Stock Exchange**

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None (Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None (Title of class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2002, 730,341,920 ordinary shares, of no par value, of Bayer AG were outstanding. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No Not applicable. Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 Item 18 * Bayer Corporation is also the name of a wholly-owned subsidiary of the registrant in the United States. ** Not for trading, but only in connection with the registration of American Depositary Shares.

3a


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Source: CAMTEK LTD, 20-F, June 30, 2008 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.


WASHINGTON, DC 20549

FORM 20-F (Mark One) Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

or Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2007

or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or Shell Company report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 \ Date of event requiring this shall Company report ___________ For the transition period from ________ to ________


Camtek Ltd. (Exact name of Registrant as specified in its charter)

Israel


Ramat Gavriel Industrial Zone, P.O. BOX 544, Migdal Ha’Emek, Israel

(Address of principal executive offices)

Raanan Dekel, Telephone: (972) (4) 6048100, Facsimile: (972) (4) 6440523, E-mail: [email protected], Ramat Gavriel Industrial Zone, P.O. BOX 544, Migdal Ha’Emek, Israel

(Name, Telephone, Facsimile, E-Mail and Address of Company Contact Person)


Ordinary Shares, nominal value 0.01 New Israeli Shekel per share

(Title of each Class)

Nasdaq Global Market (Name of each Exchange on which registered)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)


None (Title of Class)

4a


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George

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Source: CHINA LIFE INSURANCE CO LTD, 20-F, June 28, 2004 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

As filed with the Securities and Exchange Commission on June 28, 2004


Washington, DC 20549

FORM 20-F

Registration Statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003

OR Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .


(Exact name of Registrant as specified in its charter)

China Life Insurance Company Limited (Translation of Registrant’s name into English)

People’s Republic of China (Jurisdiction of incorporation or organization)

16 Chaowai Avenue Chaoyang District

Beijing 100020, China (Address of principal executive offices)


Title of each Class Name of each exchange on which registered

America depositary shares

New York Stock Exchange, Inc. H shares, par value RMB1.00 per share New York Stock Exchange, Inc.*

* Not for trading, but only in connection with the listing on the New York Stock Exchange, Inc. of American depositary shares, each representing 40 H shares.


None. (Title of Class)


None.

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s class of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2003, 19,323,530,000 domestic shares and 7,441,175,000 H shares, par value RMB1.00 per share, were issued and outstanding. Both domestic shares and H shares are ordinary shares. H shares are listed on the Hong Kong Stock Exchange. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18

5a


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Source: CREDIT SUISSE GROUP AG, 20-F, March 20, 2008 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.




Form 20-F


OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .


Credit Suisse Group (Exact name of Registrant as specified in its charter)

Canton of Zurich, Switzerland (Jurisdiction of incorporation or organization)

Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland (Address of principal executive offices)


Credit Suisse (Exact name of Registrant as specified in its charter)

Canton of Zurich, Switzerland (Jurisdiction of incorporation or organization) Paradeplatz 8, CH 8070 Zurich, Switzerland



Title of each class of securities of Credit Suisse Group Name of each exchange on which registered

American Depositary Shares each representing one Share New York Stock Exchange Shares par value CHF 0.04* New York Stock Exchange*

6a


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Title of each class of securities of Credit Suisse 14.25% Reverse Convertible Securities due April 29, 2008

Linked to the Common Stock of Ford Motor Company American Stock Exchange Fixed to Floating Rate Tier 1 Capital Notes New York Stock Exchange Floating Rate Tier 1 Capital Notes New York Stock Exchange Buffered Accelerated Return Equity Securities (BARES) due November 6, 2012 Linked to the Performance of the CS/RT Emerging Infrastructure Index Powered by HOLT American Stock Exchange Accelerated Return Equity Securities (ARES) due November 6, 2012 Linked to the Performance of the CS/RT Emerging Infrastructure Index Powered by HOLT American Stock Exchange

Title of each class of securities of Credit Suisse (USA), Inc.

61/8% Notes due 2011 New York Stock Exchange

Five-Year Contingent Protection Securities due September 30,

2008 Linked to the S&P 500® Index American Stock Exchange

Five-Year Contingent Protection Securities due November 26,

2008 Linked to the S&P 500® Index American Stock Exchange


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of 31 December 2007: 1,162,432,140 shares of Credit Suisse Group

Indicate by check mark if the Registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Yes No

If this report is an annual or transition report, indicate by check mark if the Registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes No

7a



Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.

Yes No Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See

definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filers Accelerated filers Non-accelerated filers

Indicate by check mark which financial statement item the Registrants have elected to follow.

Item 17 Item 18 If this is an annual report, indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of

the Exchange Act)

Yes No

*Not for trading, but only in connection with the registration of the American Depositary Shares.

8a


Source: DAIMLER AG, 20-F, February 28, 2000 Powered by Morningstar Document Research.The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

As filed with the Securities and Exchange Commission on February 28, 2000

-------------------------------------------------------------------------------- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ------------------------

FORM 20-F


FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 Commission file number 1-12356

------------------------

DAIMLERCHRYSLER AG (Exact name of Registrant as specified in its charter)

DAIMLERCHRYSLER AG

(Translation of Registrant's name into English)

FEDERAL REPUBLIC OF GERMANY (Jurisdiction of incorporation or organization)

EPPLESTRASSE 225, 70567 STUTTGART, GERMANY


Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class Name of each exchange on which registered Ordinary Shares, no par value Frankfurt Stock Exchange

New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange Philadelphia Stock Exchange

American Depositary Notes representing 5 3/4% Subordinated New York Stock Exchange Mandatory Convertible Notes Due June 14, 2002 Guarantee of the following securities of: DaimlerChrysler North America Holding Corporation 7 3/8% Notes Due September 15, 2006 New York Stock Exchange Chrysler Financial Company L.L.C. 6 5/8% Notes Due 2000 New York Stock Exchange

-------------------------- Securities registered or to be registered pursuant to Section 12(g) of the Act.

NONE (Title of Class)

------------------------ Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE (Title of Class)

------------------------ Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares, no par value . . . . . . . . . 1,003,261,403 (as of December 31, 1999)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 / / Item 18 /X/

9a


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Source: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN, 40-F, March 09, 2007 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

U.S. Securities and Exchange Commission Washington, D.C. 20549

Form 40-F [Check one] Registration statement pursuant to section 12 of the Securities Exchange Act of 1934

or Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934


Commission File Number: 1-31556

FAIRFAX FINANCIAL HOLDINGS LIMITED (Exact name of Registrant as specified in its charter)

Canada (Province or other jurisdiction of incorporation or organization)

6331 (Primary Standard Industrial Classification Code Number (if applicable))

95 Wellington Street West Suite 800 Toronto, Ontario Canada

M5J 2N7 (416) 367-4941

(Address and telephone number of Registrant’s principal executive offices) Not Applicable

(I.R.S. Employer Identification Number (if applicable)) CT Corporation System

111 Eighth Avenue, 13 th Floor New York, NY 10011

U.S.A. (212) 894-8700

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange

on which registered

Subordinate Voting Shares New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable


Not Applicable

For annual reports, indicate by check mark the information filed with this Form:

Annual information form Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Subordinate Voting Shares 16,982,070

Multiple Voting Shares 1,548,000

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

Yes 82-_____ No

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes No

10a


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Source: IMPERIAL CHEMICAL INDUSTRIES PLC, 20-F, March 27, 2003 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.


FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)


OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2002

OR



IMPERIAL CHEMICAL INDUSTRIES PLC

(Exact name of Registrant as specified in its charter) ENGLAND AND WALES

(Jurisdiction of incorporation or organization) 20 Manchester Square, London W1U 3AN, England

(Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class Name of each exchange on which registered American Depositary Shares, each representing

four Ordinary Shares of £1 each New York Stock Exchange

Ordinary Shares of £1 each New York Stock Exchange*

* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. NoneThe number of outstanding shares in the capital of Imperial Chemical Industries PLC as of March 26, 2003

Ordinary Shares of £1 each 1,191,200,145

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 Item 18

11a


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·'

[ X ]

I c(J){;

SECURITIES AND EXCHANGE COMMISSION t 90 10 3651) WASHINGTON, D.C. 20549

FORM lC-K RECD S.E.C.

APR 2- 1990 ANNUAL REPORT PURSUANT TO SECTION 13 or 15 ~) OF

'lHE SECURITIES EXCHANGE ACT OF 1934 FEE 1113


or

( ] TRANSITION Rl~PORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-6138

NORTHGATE EXPLORATION LIMITED (Exact name of registrant as expressed in its charter)

·· rlttVE\D) tlPR S \990

PROVINCE OF ONTARIO, CANADA (Jurisdiction of Incorporation)

Not Applicable

Bech'Li· tntormatlOM:~~ Roc\M\le, il~-

(I.R.S. Employer Identification No.)

P.O. Box 143 Suite 2701 - 1 First canadian Place

Toronto, Canada MSX lC7

(416) 362-6683 (Registrant's telephone number, including area code)

Securities registered pursuan·t to Section 12 (b) of the Act:

Title of Each Class

common Shares

Name of Each Exchange on which Registered


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) h&s been subject to such filing requirements for the past 90 days . Yes x_ No __ _

.,

13a


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Source: NOVAGOLD RESOURCES INC, 40-F/A, April 16, 2007 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Amendment No. 1 to

FORM 40-F Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended November 30, 2006

Commission File Number 001-31913

NOVAGOLD RESOURCES INC. (Exact name of registrant as specified in its charter)

Nova Scotia 1041 Not Applicable

(Province or Other Jurisdiction of Incorporation or Organization)

(Primary Standard Industrial Classification Code)

(I.R.S. Employer Identification No.)

Suite 2300, 200 Granville Street Vancouver, British Columbia

Canada, V6C 1S4 (604) 669-6227

(Address and telephone number of registrant’s principal executive offices)

DL Services, Inc. 1420 Fifth Avenue, Suite 3400

Seattle, Washington 98101 (206) 903-8800

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)


Title of Each Class: Name of Each Exchange On Which Registered:

Common Shares, no par value American Stock Exchange



For annual reports, indicate by check mark the information filed with this form:

Annual Information Form Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 91,573,715

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection

with such Rule.

Yes No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes No

14a


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Source: RHODIA, 20-F, March 23, 2004 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.



FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR


For the fiscal year ended December 31, 2003 OR


For the transition period from to Commission file number: 1-14838

RHODIA (Exact name of Registrant as specified in its charter)

Not applicable

French Republic (Translation of Registrant’s name into English)


26, quai Alphonse Le Gallo 92512 Boulogne-Billancourt Cedex

France (Address of principal executive offices)


Title of each class: Name of each exchange on which registered American Depositary Shares,

each representing one Ordinary Share nominal value €1 per share


Ordinary Shares, nominal value €1 per share*

New York Stock Exchange Listed not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares (“ADSs”) pursuant to the requirements of the

Securities and Exchange Commission.



Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares: 179,309,188

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark which financial statement Item the registrant has elected to follow. Item 17 Item 18

15a


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Source: ROYAL DUTCH PETROLEUM CO, 20-F, March 30, 2005 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

United States Securities and Exchange Commission Washington, D.C. 20549

FORM 20-F

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Commission file number 1-3788 N.V. Koninklijke Nederlandsche

Petroleum Maatschappij (Exact name of registrant as specified in its charter)

Commission file number 1-4039 The “Shell” Transport and Trading Company, Public Limited Company

(Exact name of registrant as specified in its charter)

Royal Dutch Petroleum Company (Translation of registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organisation) 30, Carel van Bylandtlaan, 2596 HR The Hague, The Netherlands

tel. no: (011 31 70) 377 9111 (Address of principal executive offices)

England (Jurisdiction of incorporation or organisation)

Shell Centre, London SE1 7NA, England tel. no: (011 44 20) 7934 1234


Securities Registered Pursuant to Section 12(b) of the Act Name of Each Exchange Name of Each Exchange

Title of Each Class on Which Registered Title of Each Class on Which Registered

Ordinary shares of the nominal (par) value of 0.56

Euro (€0.56) each

New York Stock Exchange*

New York Shares representing Ordinary shares of the issuer of an

aggregate nominal amount of £1.50 each and evidenced by

Depositary Receipts

(“New York Shares”)

Ordinary shares of 25p each***

New York Stock Exchange**

*Also admitted to unlisted trading privileges on the following Stock Exchanges: Boston, Cincinnati, Midwest, Pacific and Philadelphia.

**Also admitted to unlisted trading privileges on the following Stock Exchanges: Boston, Cincinnati, Midwest, Pacific and Philadelphia. ***Not for trading, but only in connection with the listing of New York Shares on the New York Stock Exchange.

Securities Registered Pursuant to Section 12(g) of the Act

None

Securities For Which There is a Reporting Obligation Pursuant to Section 15(d) of the Act None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstanding as of December 31, 2004: 2,081,725,000 ordinary shares of €0.56 each.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstanding as of December 31, 2004: 9,624,900,000 Ordinary shares of the nominal amount of 25p each.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark which financial statement item the registrants have elected to follow. Item 17 Item 18 Copies of notices and communications from the Securities and Exchange Commission should be sent to:

CRAVATH, SWAINE & MOORE LLP CityPoint, One Ropemaker Street, London EC2Y 9HR, England

Attn: William P. Rogers, Jr.

16a


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Source: SCOR, 20-F, June 30, 2004 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

UNITED STATES


FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)


OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003

OR


For the transition period from to


SCOR (Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

The Republic of France


1, Avenue du Général de Gaulle, 92074 Paris-La Défense Cedex, France (Address of principal executive offices)


Title of each class Name of each exchange on which registered

American Depositary Shares (as evidenced by American Depositary Receipts), each

representing one Ordinary Share


Ordinary Shares, no par value* New York Stock Exchange

* Not for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.


None


None

Indicate the number of outstanding shares of each of the issuer’s class of capital or common stock as of the close of the period covered by the annual report: 136,544,845 Ordinary Shares, including 1,884,444 American Depositary Shares (as evidenced by American Depositary Receipts), each

representing one Ordinary Share.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes No Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18

17a


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Source: VODAFONE GROUP PUBLIC LTD CO, 20-F, June 14, 2006 Powered by Morningstar Document Research. The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

SECURITIES AND EXCHANGE COMMISSION


Form 20-F


OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2006 OR

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to

OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Commission file number: 1-10086

VODAFONE GROUP PUBLIC LIMITED COMPANY

(formerly VODAFONE AIRTOUCH PUBLIC LIMITED COMPANY) (Exact name of Registrant as specified in its charter)

England


Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (Address of principal executive offices)


Title of each class Name of each exchange

on which registered Ordinary shares of $0.10 each New York Stock Exchange*

* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.


None


Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares of $0.10 each 60,118,575,455 7% Cumulative Fixed Rate Shares of £1 each 50,000 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer Non-accelerated filer

Indicate by check mark which financial statements item the registrant has elected to follow: Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No

18a


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APPENDIX B


No. 08-1191

l NTHE

~uprenu: Qlourt of tlye l!lniteb ~tates

ROBERT MORRISON, individually and on behalf of all others similarly situated , RUSSE LL LESLIE OWEN, BRIAN SILVERLOCK and GERALDINE SILVERLOCK,

Petitioners, v.

NATIONAL AUSTRALIA BANK LTD., HOMESIDE LEN DING INC., FRANK CICUTTO, HUGH HARRIS,

KEVIN RACE and W BLAKE WILSON,

Respondents.

ON WRIT OF CERTIOilA IU TO TilE

UNITED STATES CounT OF Al,PRALS FO I ~ Tm:: S.:coNn CmcuJT

SUPPLEMENTAL JOINT APPENDIX

THOMAS A. DUBBS*

J AMES W J OHNSON

L ABATON SUCHAROW LLP

140 Broadway New York, NY 10005 (212) 907-0700 [email protected]

Counsel for Petitionm·s

* Counsel of Recm·d

GEORGE T. CONWAY III*

WACHTELL, LIPTON,

RosEN &KATz 51 West 52nd Street New York, NY 10019 (212) 403-1260 [email protected]

Counsel for Respondents

Pt;TITJON Fon CJmTJonARI Fu,J·:D MAHCII 23, 2009 Ct-~RT I OIL\IU GRANTEI) NOVEMBEI{ 30,2009

1b


Securities and Exchange Commission Washington, D.c;. 20549

FORMlO-F (Mark One) I I Registratio~ ~tatemtnt pursuant to Seccion 'iitiJ)~:::-:~.,_

or (g) of the Securttae~;xchange Act, of 1934 · •"'l'.o a,;'i,~~

IXJ Annual Report punuant to Sections 13 or •S(d~ NOV I 6 200o ,f of tbeS,ec~rities E1change Act ~;~rJ934 .. . • f

or I Transjtion Report pursuant to Sedion 13 or lS(d} of the

Securitifll Exchange .t\,ct of 1934 fortheuansitionperiodfrom _______ ...:...ll~~-'-------'---_,:..;...;.,..._ Commiss.ionfile numbel --~----,..,.....----"=~--:-:---:---,----_,..,.,___

Secwiti~ n:gilit~ied or to be.~~pursuanl tQ ~n J2(b) oftbe Act.

Tide of'i!'l!clau.

·AmerlC!IIl Depositarv Shares,@ ftmnmting fiye;Ofdiwy $bares

;-:te:::tu~==~~~:.u._quid~oii

exchangeable ¢apltal u• ~istina o11~"Perpelllal. Capital SeOirlliesanifPuri:hase tol1t!'3C§ . •. . .· . . .

Securities regilitered or to be ~sured purSuant to Section 12{8) of the Act.

(Titlt..tO..S).

.. Nmvmsi~i'f~~ ': . . New-Yotk-Sioqt ~tie

. New voit ¥ t~dmnge. , .. ·, •,1" ...•

Setwities ror Whlcillhere is a rtpOiti!lg obliption pur$lllll'lt to Settion IS( d) of the Act. . No

-(TillitotCius)

lndialtebychetk markWbcther1heregiSUBnt(l)has~aJI repontrequircdtobefilt.ifby Section 13 or IS(d) or the . Securiiies Bxcbanao Ad of 1934 dwing die preoedhtg 1~ IIICID&hl (or fOr such sllortu period that the regismuu was ~ to.filesueb reports). and (l)h:Jsbeen Stlbject to sucbfiiq~ for111¢ past 90 days.

ltcml7 ___ _ Item 18 ----4----

·f~ foP IRo P~

2b

SA-58


12 4355 cv - the am law dailyamlawdaily.typepad.com/ukubsbrief.pdf · oregon state treasurer and...

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