United States Court of Appeals for the Second Circuit

August Term 2021 Argued: May 24, 2022 Decided: October 18, 2022 Amended: December 8, 2022

Nos. 20-3626(L), 20-3775(XAP)

JEFFREY LAYDON, on behalf of himself and all others similarly situated, Plaintiff-Appellant-Cross-Appellee, v. COÖPERATIEVE RABOBANK U.A., BARCLAYS BANK PLC, SOCIÉTÉ GÉNÉRALE S.A., Defendants-Appellees-Cross-Appellants,

THE ROYAL BANK OF SCOTLAND GROUP PLC, UBS AG, LLOYDS BANKING GROUP PLC, UBS SECURITIES JAPAN CO., LTD., THE ROYAL BANK OF SCOTLAND PLC, RBS SECURITIES JAPAN LIMITED, Defendants-Appellees. *

On Appeal from the United States District Court for the Southern District of New York

*The Clerk of Court is respectfully directed to amend the caption accordingly. 1 Before: POOLER, PARK, and LEE, Circuit Judges.

Plaintiff Jeffrey Laydon brought this putative class action against more than twenty banks and brokers, alleging a conspiracy to manipulate two benchmark rates known as Yen-LIBOR and Euroyen TIBOR. He claimed that he was injured after purchasing and trading a Euroyen TIBOR futures contract on a U.S.-based commodity exchange because the value of that contract was based on a distorted, artificial Euroyen TIBOR. Plaintiff brought claims under the Commodity Exchange Act (“CEA”), 7 U.S.C. § 1 et seq., and the Sherman Antitrust Act, 15 U.S.C. § 1 et seq., and sought leave to assert claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”), 18 U.S.C. §§ 1962, 1964(c). The district court (Daniels, J.) dismissed the CEA and antitrust claims and denied leave to add the RICO claims. Plaintiff appeals, arguing that the district court erred by holding that the CEA claims were impermissibly extraterritorial, that he lacked antitrust standing to assert a Sherman Act claim, and that he failed to allege proximate causation for his proposed RICO claims.

We affirm. The alleged conduct—i.e., that the bank defendants presented fraudulent submissions to an organization based in London that set a benchmark rate related to a foreign currency—occurred almost entirely overseas. Indeed, Plaintiff fails to allege any significant acts that took place in the United States. Plaintiff’s CEA claims are based predominantly on foreign conduct and are thus impermissibly extraterritorial. See Prime Int’l Trading, Ltd. v. BP P.L.C., 937 F.3d 94, 106 (2d Cir. 2019). The district court also correctly concluded that Plaintiff lacked antitrust standing because he would not be an efficient enforcer of the antitrust laws. See Schwab Short-Term Bond Mkt. Fund v. Lloyds Banking Grp. PLC, 22 F.4th 103, 115–20 (2d Cir. 2021). Lastly, we agree with the district court that Plaintiff failed to allege proximate causation for his RICO claims. The judgment of the district court is thus AFFIRMED.

2 ERIC F. CITRON, Goldstein & Russell, P.C., Bethesda, MD (Vincent Briganti, Margaret MacLean, Lowey Dannenberg, P.C., White Plains, NY, on the brief), for Plaintiff-Appellant-Cross-Appellee Jeffrey Laydon. THOMAS G. HUNGAR, Gibson, Dunn & Crutcher LLP, Washington, DC (Russell B. Balikian, Gibson, Dunn & Crutcher LLP, Washington, DC; Mark A. Kirsch, Eric J. Stock, Jefferson E. Bell, Gibson, Dunn & Crutcher LLP, New York, NY, on the brief), for Defendants-Appellees UBS AG and UBS Securities Japan Co., Ltd. MARC J. GOTTRIDGE, Herbert Smith Freehills New York LLP, New York, NY (Lisa J. Fried, Herbert Smith Freehi