Securities Law Alert
In This Edition:• Supreme Court: Hears Oral Arguments on Whether (1) American Pipe Tolling Applies to Section 13’s
Three-Year Statute of Repose; and (2) SEC Actions Seeking Civil Disgorgement Are Subject to Section
2462’s Five-Year Statute of Limitations• First Circuit: Alleging Defendants’ Knowledge of Undisclosed Facts Is Insufficient to Plead Scienter;
Plaintiffs Must Also Allege Defendants Knew or Should Have Known the Omissions Would Mislead
Investors• Fourth and Sixth Circuits: ERISA Fiduciaries May Rely on the Market Price of a Publicly-Traded Stock as
an Assessment of the Stock’s Riskiness• Fifth Circuit: A Subsequent Disclosure Can Negate an Inference of Scienter If Plaintiffs Do Not Allege a“Particular Reason to Lie” That “Vanished” by the Time of the Disclosure• Ninth Circuit: Omnicare’s Pleading Standards for Opinion-Based Section 11 Claims Apply to Claims
Alleging Misstatements of Opinion Under Section 10(b) and Rule 10b-5
May 2017

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Supreme Court: Hears Oral
Arguments on Whether(1) American Pipe Tolling
Applies to Section 13’s ThreeYear Statute of Repose; and(2) SEC Actions Seeking Civil
Disgorgement Are Subject
to Section 2462’s Five-Year
Statute of Limitations
During Justice Gorsuch’s first two days on
the Court, the Supreme Court heard oral
arguments on two significant securities
law cases: California Public Employees’
Retirement System v. ANZ Securities (No.
16-373) (CalPERS), in which the Court isconsidering whether American Pipe tolling1
1. Under the American Pipe tolling doctrine, “the commencementof a class action suspends the applicable statute of limitations
as to all asserted members of the class who would have been
parties had the suit been permitted to continue as a class action.”
American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974).

Simpson Thacher & Bartlett LLP

applies to the three-year statute of repose
set forth in Section 13 of the Securities Act
of 1933; and Kokesh v. SEC (No. 16-529), in
which the Court is weighing the question ofwhether SEC actions for civil disgorgement
are subject to the five-year limitations period
set forth in 28 U.S.C. § 2462.

Justices Question What Constitutes
an “Action” within the Meaning ofSection 13’s Statute of Repose
On April 17, 2017, the Court heard oral
arguments in CalPERS on the questionof whether the filing of a class action tolls
Section 13’s statute of repose as to all
asserted members of the class pursuant to theAmerican Pipe doctrine.2 Section 13 of the
Securities Act provides in relevant part that“[i]n no event shall any … action be brought”
under Sections 11 or 12(a) of the Securities

2. Please click here to read our prior discussion of the circuit split
on this issue.

Act more than three years after the offering or
sale of the security.
At issue in the case before the Court is thetimeliness of an individual opt-out suitbrought after the expiration of Section 13’s
three-year statute of repose. During oral
argument, Petitioner contended that thesuit was timely because the original classaction had been filed within the three-year
period, and the filing of the class action tolled
its claims pursuant to the American Pipe
doctrine.

Justice Kennedy suggested that Petitioner’s
argument appeared to be “an attack on
statutes of repose generally.” He expressedthe view that “[i]f you have a statute of repose,
everybody will have to sue within [a specified
number of] years. That’s exactly the pointof the statute … [and] the whole reason theypassed it.” Justice Breyer similarly notedthat the Court has previously “made a big
distinction” between statutes of repose andstatutes of limitations, and, among otherthings, held that “you cannot toll” statutesof repose.
Petitioner argued that the operative word in
Section 13 is “action.” In Petitioner’s view, theAmerican Pipe doctrine holds that “the classaction complaint commences the action on
behalf of each unnamed class member, and in
the wording of Section 13, it brings the action
on behalf of every unnamed class member.”
Justice Gorsuch questioned Petitioner’s
approach on textual grounds. He stated,“when I see the word ‘action,’ I think oflawsuit, traditionally, and ‘claim’ as theclaims within the lawsuit.” He observed that,“the laws often distinguish between actions
and claims,” and “[t]he securities laws do,routinely.” Justice Gorsuch asked why the

Court should not simply “follow the plain
language and the traditional understanding of
the term ‘action’?” He noted, “Congress could
have use[d] [the word] ‘claims,’” and that thecase before it concerned “the same claims”“but … a different action.”
Justice Alito similarly pressed Petitioner toexplain “the definition of action” in Section
13. He expressed skepticism with respect toPetitioner’s contention that the word “action”
encompasses the claims of every unnamed
class member and asked Petitioner, “youthink Congress had all of this in mind … butit thought it was also clear it didn’t need tospell it out.” Petitioner responded that, “what[Congress] had in mind was letting the otherside know that the claim had been asserted
against it, and that the class action does.”
Respondent argued that Section 13 sets
forth a statute of repose after which no newlawsuits may be filed. Justice Sotomayor
pressed Respondent to explain why the term
“action” would not encompass the claims of
unnamed class members who subsequently
brought a separate suit. She explained that,
under Respondent’s theory, “action means
new complaint, new complaint number, …
[e]ven though it’s asking for the same relief …
[b]y the same party.” Justice Breyer similarlystated that the “action” in question here “wasbrought when [the original named plaintiffs]
filed the class action.” He explained, “this is
the same action. It is not a different action.”
Justice Kagan questioned Respondent’s
position that “there’s only one view of theword ‘action.’” She stated, “[l]et’s just supposethat ‘action’ is a word that sometimes it’s used
one way, and sometimes it’s used anotherway, and we should look a little bit as to thepractical consequences” of the definition.
Justices Kagan, Breyer, and Ginsburg
suggested that defining the term “action” as alawsuit would result in the filing of motions tointervene in every class action. Justice Kaganstated, “this is a rule that’s kind of guaranteed
to create make-work for district courts.”
She observed that such a rule would “beessentially irrelevant for large investors,” butit could cause “small investors to lose theirclaims” since they might not have “the faintest
idea” of the need to file a timely motion tointervene to preserve their claims.
The Court is expected to issue a decision in
CalPERS later this term.

2Justices Probe Whether Civil
Disgorgement Is a Penalty or
Forfeiture for Purposes ofSection 2462
On April 18, 2017, the Court heard oral
arguments in Kokesh on the question ofwhether civil disgorgement is a “fine, penalty,
or forfeiture” governed by a five-year statuteof limitations under 28 U.S.C § 2462 or isremedial in nature and therefore not subject
to any statute of limitations. 3
The oral argument focused on each party’s
claims that disgorgement is or is not a“penalty” or “forfeiture” under § 2462.
Petitioner argued that the Court should
apply the ordinary definition of “forfeiture.”
According to Petitioner, a forfeiture is “anorder requiring turnover of money or property
to the government as a result of wrongdoing,”
encompassing civil disgorgement. Petitioner
also contended that remedies containing
both remedial and punitive elements should
be considered penalties. In Petitioner’s view,
the purpose of disgorgement is to impose
consequences on a defendant as a result ofwrongdoing and, therefore, to punish thedefendant. Additionally, Petitioner argued
that disgorgement is not categorically
remedial or compensatory because disgorgedfunds are not distributed to victims except at
the discretion of the government.
The U.S. government, however, urged the
Court to construe each word of § 2462
narrowly and to find that civil disgorgement
is neither a “penalty” nor a “forfeiture.” Thegovernment argued that disgorgement is not apenalty because it is intended only to remedy
unjust enrichment and put a defendant backwhere he or she would have been had he or
she committed no wrongdoing. According
to the government, penalties and forfeitures
may require a person to give up something
to which he or she is rightfully entitled,
but disgorgement only deprives a personof money to which he or she never had
any rightful entitlement. The government
also argued in response to Petitioner that
discretion over distribution of disgorgedfunds actually lies with courts, not the
government. According to the government,a court ultimately decides whether torequire disgorgement and how to distribute

3. Please click here to read our prior discussion of the circuit split
on this issue.

disgorged funds, though the SEC may makea recommendation.
During oral argument, the Justices
asked many questions and posed several
hypotheticals to test the parties’ definitionsof “penalty” and “forfeiture” and to better
understand the actual use and implicationsof civil disgorgement. For example, Justice
Sotomayor posed a hypothetical to Petitioner
in which she committed a crime but gave
half of the proceeds to Justice Breyer, asking
whether it would be a penalty to require her
to disgorge the full amount. Justice Kennedy
posed a similar hypothetical involving aperson who misappropriated $100,000 andgave $90,000 to a co-conspirator. JusticeKennedy then asked whether the government
could recover a total of $190,000 from theco-conspirators and whether that could becalled disgorgement. Justice Breyer asked
the government to list characteristics ofdisgorgement shared by neither fines nor
forfeitures. He also likened the government’s
argument to claiming that a houseboat
should not be subject to a tax imposed by acity on both houses and boats. Chief Justice
Roberts asked either party to tell him in whatpercentage of civil disgorgement cases thefunds were actually distributed to victims.

Chief Justice Roberts, Justice Alito,
and Justice Kennedy asked both parties
multiple times about a lack of Congressional
authorization for civil disgorgement. Chief
Justice Roberts and Justice Alito also asked
the parties to explain what time limits would
apply to disgorgement and where theywould come from, if § 2462 does not apply.
Chief Justice Roberts quoted former Chief
Justice John Marshall to say that it is “utterly
repugnant” to our laws to have a penalty
remedy without a time limit.
3

Justice Gorsuch questioned both parties
repeatedly about comparisons between
criminal law and the case at hand. He
suggested that criminal forfeiture isconsidered punitive, even though forfeitedfunds are sometimes distributed to victims
just as with civil disgorgement. He also
asked both parties whether the difference
between criminal and civil remedies is simply
their label.
Justice Kennedy suggested that although bothparties argued in favor of a categorical rule
applying to all civil disgorgement claims, theCourt might do best to eschew such a broadrule and instead give guidance as to when civil
disgorgement is a penalty and when it is not.
The Court is expected to issue a decision in
Kokesh later this term.

First Circuit: Alleging
Defendants’ Knowledgeof Undisclosed Facts Is
Insufficient to Plead Scienter;
Plaintiffs Must Also Allege
Defendants Knew or Should
Have Known the Omissions
Would Mislead Investors
On April 7, 2017, the First Circuit held that
defendants’ alleged knowledge of undisclosed
facts is not sufficient, standing alone, toraise an inference of scienter. Brennan v.
Zafgen, 853 F.3d 606 (1st Cir. 2017) (Stahl,J.). Rather, plaintiffs must also allege that
defendants “knew or should have known that
their failure to disclose those facts risked
misleading investors.”

The case before the First Circuit concerned
allegations that a biopharmaceutical company
and its CEO failed to disclose two “superficial”
adverse events that occurred during clinical
trials for the company’s only drug-indevelopment. Defendants did, however,disclose two “serious” adverse events.
The First Circuit acknowledged defendants’
alleged “awareness of some connection”
between the drug and the adverse events
based on news and scientific articles.
However, the court found defendants’
alleged knowledge insufficient to support
an inference that “defendants deliberatelyor recklessly risked misleading investors by
not disclosing the two superficial adverse …
events.” The First Circuit found defendants’“disclosures both before and during theclass period weaken[ed] the complaint’s
scienter showing.” The court underscoredthat “defendants disclosed to investors thetwo serious adverse [ ] events, and noted on
several occasions that the company was notgoing to disclose all adverse events as theyoccurred.”
The First Circuit also found the “marginal”
materiality of the adverse events in question
weighed against an inference of scienter. The
court emphasized that in Matrixx Initiatives
v. Siracusano, 563 U.S. 27 (2011),4 theSupreme Court held that “the mere existenceof reports of adverse events—which says
nothing in and of itself about whether the
drug is causing the adverse events—will notsatisfy” the materiality standard. Id. (quoting
Matrixx, 563 U.S. 27). Here, the court foundit “unlikely that a reasonable investor …
would have viewed the two superficial adverse… events, at the time they occurred, as having
significantly altered the information available
to them.”
4. Please click here to read our prior discussion of the Matrixx
decision.

4

Fourth and Sixth Circuits:
ERISA Fiduciaries May Relyon the Market Price of a
Publicly-Traded Stock as an
Assessment of the Stock’s
Riskiness
In two recent decisions, the Fourth andSixth Circuits both applied the Supreme
Court’s decision in Fifth Third Bancorp v.
Dudenhoeffer, 134 S. Ct. 2459 (2014),5 tohold that an ERISA fiduciary may rely on themarket price of a publicly-traded stock as
an assessment of the stock’s riskiness. The
Fourth Circuit held that a prudent fiduciary
may consider public information concerninga stock’s riskiness when determining whether
to divest. Tatum v. RJR Pension Investment
Committee, 2017 WL 1531578 (4th Cir. 2017)(Motz, J.). The Sixth Circuit ruled that afiduciary’s failure to investigate the accuracyof a publicly-traded company’s stock priceis not a “special circumstance” within themeaning of the Fifth Third decision. Saumer
v. Cliffs Natural Resources, 853 F.3d 855 (6thCir. 2017) (Cook, J.).

Fourth Circuit: A Prudent Fiduciary
May Consider Public Information
Concerning a Stock’s Riskiness
When Determining Whether
to Divest
On April 28, 2017, the Fourth Circuit heldthat “in an efficient market, a fiduciary canrely on the market price to reflect the public
information about risk of loss, even if, in thebeneficiaries’ view, the market valuation is notproperly accounting for the true risk of loss.”
Tatum, 2017 WL 1531578. The court further
found that ERISA does not require “a morecompelling reason for divestment decisions
than for investment decisions.”
The Fourth Circuit rejected plaintiffs’ claimthat “a hypothetical prudent fiduciary is notjustified in divesting a stock based on public
information about risk.” The court explainedthat in Fifth Third, the Supreme Court“merely held that a fiduciary is not required
to divest a high-priced stock based on
public information that shows a risk of pricedecrease.” In the case before it, the Fourth
5. Please click here to read our prior discussion of the Fifth Third
decision.

Circuit found the district court correctly
held that “a prudent fiduciary would have”
considered the “risk of loss … reflected in the
low stock price” of the stocks at issue when
determining whether to divest.
Significantly, the Fourth Circuit deemed
meritless plaintiffs’ argument that “ahypothetical prudent fiduciary would haveconcluded that [the stock at issue] wasundervalued and that some unknown event
would occur to increase its value unexpectedly
or to cease its precipitous decline.” The court
found that ERISA “does not demand suchan impossible feat.” The court stated that“[h]aving a standard in which the fiduciary isheld liable regardless of whether an outcome
is foreseeable is akin to having no standard
at all.”Sixth Circuit: Failure to Investigate
the Accuracy of a Publicly-Traded
Company’s Stock Price Is Not a“Special Circumstance” within the
Meaning of Fifth ThirdOn April 7, 2017, the Sixth Circuit held that
Fifth Third foreclosed the argument that a
stock’s “risk profile exceeded the reasonablebounds for a retirement option.” Saumer,
853 F.3d 855. The Sixth Circuit explainedthat Fifth Third “plainly holds that a fiduciary
may rely on market price as an unbiased
assessment of a security’s value,” including its
riskiness.
The Sixth Circuit further held that “afiduciary’s failure to independently verify theaccuracy of the market’s pricing” does notconstitute a “‘special circumstance’ rendering[the fiduciary’s] reliance on the market priceimprudent” under Fifth Third. The court
found “that even if the special-circumstances
exception encompasses more than market
inefficiency, it doesn’t include a fiduciary’s
failure to independently verify the accuracy ofthe market’s pricing.”
The Sixth Circuit explained that the Fifth
Third Court “reasoned that an investor’sinquiry into a publicly traded company isunlikely to reveal the company’s ‘true’ value,much less the future course of its stock
price.” Because ERISA fiduciaries have “little
hope of outperforming the market … based
solely on their analysis of publicly available
information,” the Fifth Third Court held
ERISA fiduciaries may “as a general matter,5

prudently rely on the market price.” Id.
(quoting Fifth Third, 134 S. Ct. 2459).

Fifth Circuit: A Subsequent
Disclosure Can Negate an
Inference of Scienter If
Plaintiffs Do Not Allege a“Particular Reason to Lie”
That “Vanished” by the Timeof the Disclosure
On April 21, 2017, the Fifth Circuit held that adisclosure made two months after an alleged
misstatement by an oil and gas company’s
CFO negated any inference of scienter
because plaintiffs did not allege a “particularreason to lie” that “would have vanished” twomonths later. Neiman v. Bulmahn, 2017 WL
1423321 (5th Cir. 2017) (Higginson, J.).

Alleging Access to Internal Reports
Containing Contrary Information
Is Insufficient, Standing Alone, toRaise a Strong Inference of Scienter
The Fifth Circuit rejected plaintiffs’ attempt to
plead scienter based on confidential witness
allegations that well production “reports
were made available” to the CFO. The court
explained that in order “for allegations
concerning internal corporate reports alone
to support a strong inference of scienter(1) the complaint must have corroborating
details regarding the contents of allegedly
contrary reports, their authors and recipients,and (2) the corporate reports [must] beconnected to the speaking executive in a
persuasive way.” Here, plaintiffs alleged that
the CFO “received weekly emails containing
production reports” but did not “directly
allege” that the CFO actually “read therelevant section of the reports before hemade” the misstatements at issue.

The Fifth Circuit also found plaintiffs failed toraise a strong inference of scienter based on
the CFO’s alleged access to internal corporate
reports containing contrary information,or the CFO’s position within the company.
In addition, the court held plaintiffs failed
to state a claim as to alleged misstatements
concerning the company’s liquidity.

Plaintiffs Must Plead aTime-Sensitive Reason for
an Alleged Misstatement If
Defendants Disclose the Truth
Shortly Thereafter
Plaintiffs contended that the company’s CFO
misrepresented production at one of thecompany’s oil wells (“Well #4”) in September
2011. The Fifth Circuit found the company’s
disclosure of the “true production of Well #4
in November 2011, just two months after [theCFO’s] statements, belie[d] an inference of
scienter.” The court reasoned that “[i]t would
have made little sense for [the CFO] to lie
about Well #4’s production in September only
for [the company’s president] to disclose thetrue production in November,” particularly
since plaintiffs failed to allege any timing
motive. For example, plaintiffs did “not allege
that [the CFO] inflated [Well #4’s] production
numbers in September in order to facilitate animportant business opportunity that was nolonger salient in November.”

The Fifth Circuit found “[t]he specificsof this case make the inference that the[CFO] actually looked at Well #4’s datatenuous” because the information was
contained in a weekly “productivity reportlisting both company-wide metrics andindividual well data.” The court explainedthat “[f]or [the CFO] to determine that Well
#4’s productivity had fallen, he would have
had to open not only the email … containing
the productivity report, but also open the
productivity report, parse through data for[the company’s] other hundred or so wells,
find the data for Well #4, and then notice thatthe data differed from his August statements
in a material way.” Since there were no
allegations that the CFO “was alerted to theWell #4 data in some way,” the Fifth Circuit
determined that “inferring [the CFO] took
those steps is less plausible than inferring that6

he would not have read specific entries in theemailed reports.”

An Executive’s Position Within
the Company Does Not Support
an Inference of Scienter Absent“Special Circumstances”
The Fifth Circuit explained that in the absenceof “special circumstances,” plaintiffs may notallege scienter by asserting “that defendants
must have been aware of [a] misstatement
based on their positions within thecompany.” The court found that none of theconsiderations that “might tip the scales infavor of an inference of scienter” pursuant
to the “special circumstances” exception
applied here.
First, the Fifth Circuit found it unlikely that
“corporate executives would be familiar with
the intricacies of day to day operations” given
the size of the company (sixty employees).
Second, the court acknowledged that Well
#4 was “projected to produce 22.5% of [thecompany’s] total output,” but stated that its“jurisprudence requires more” to find that an
asset was “critical to the company’s continued
vitality.” The Fifth Circuit noted that it has
previously held the “special circumstances”
exception inapplicable to “statements
concerning an asset that comprised 22% of
the respective company’s total portfolio.” Id.
(citing Owens v. Jastrow, 789 F.3d 529 (5thCir. 2015)).
Finally, the Fifth Circuit determined that Well
#4’s true production would not necessarily
have been “readily apparent” to the CFO,
nor were the CFO’s statements “internallyinconsistent” with representations by othercompany executives.

Ninth Circuit: Omnicare’s
Pleading Standards for
Opinion-Based Section 11
Claims Apply to Claims
Alleging Misstatements ofOpinion Under Section 10(b)and Rule 10b-5
On May 5, 2017, the Ninth Circuit held thatthe pleading standards for alleging a Section
11 claim based on a misstatement of opinion
set forth in Omnicare v. Laborers Dist.
Council Const. Industry Pension Fund, 135
S. Ct. 1318 (2015),6 apply to opinion-based
claims brought under Section 10(b) and Rule10b-5. City of Dearborn Heights Act 345
Police & Fire Ret. Sys. v. Align Technology,
2017 WL 1753276 (9th Cir. 2017) (Smith, Jr.,J.).
The Ninth Circuit explained that “Omnicare
establishes three different standards forpleading falsity of opinion statements.”
First, if plaintiffs assert that the opinion
constitutes a “material misrepresentation,”then Omnicare requires plaintiffs to “allege
both that ‘the speaker did not hold the belief
she professed’ and that the belief is objectively
untrue.” Id. (quoting Omnicare, 135 S. Ct.
1318). Second, if plaintiffs contend that “astatement of fact contained within an opinion
statement is materially misleading,” thenplaintiffs “must allege that ‘the supporting
fact [the speaker] supplied [is] untrue.’” Id.
(quoting Omnicare, 135 S. Ct. 1318). Third, if
plaintiffs claim that a statement of opinion ismisleading under ”a theory of omission,” thenplaintiffs “must allege ‘facts going to the basis
for the issuer’s opinion … whose omission
makes the opinion statement at issue
misleading to a reasonable person reading thestatement fairly and in context.’” Id. (quoting
Omnicare, 135 S. Ct. 1318).
“Although Omnicare concerned Section 11
claims,” the Ninth Circuit determined that“the Supreme Court’s reasoning is equallyapplicable to Section 10(b) and Rule 10b-5
claims.” The Ninth Circuit explained that“[t]he Supreme Court’s definition of opinion
statements and differentiation of them fromfactual statements was specific to Section 11
only to the extent that Section 11 imposes
6. Please click here to read our prior discussion of the Omnicare
decision.
7

liability for ‘untrue statement[s] of … fact.’”
Id. (quoting Omnicare, 135 S. Ct. 1318). The
court noted that “[t]he only other circuit tohave considered Omnicare’s effect on thefalsity pleading standard for Section 10(b)claims based on opinion statements has heldthat the reasoning of Omnicare applies.” Id.
(citing Tongue v. Sanofi, 816 F.3d 199 (2dCir. 2016)).7 The Ninth Circuit stated that it
was “likewise so persuaded,” and held “thatthe three standards for pleading falsity under
Omnicare also apply to Section 10(b) andRule 10b-5 claims.”
In so holding, the Ninth Circuit determinedthat Omnicare overruled its prior decision
in Reese v. Malone, 747 F.3d 557 (9th Cir.
2014)8 to the extent that Reese permitted
7. Please click here to read our prior discussion of the Sanofi
decision.
8. Please click here to read our prior discussion of the Reesedecision.

plaintiffs to allege the falsity of a statementof opinion by pleading that the speaker had“no reasonable basis for the belief” expressed.
Id. (quoting Reese, 747 F.3d 557). The Ninth
Circuit stated that under Omnicare, “pleading
falsity by alleging that ‘there is no reasonablebasis for the belief’ is permissible only underan omissions theory of liability.” To assert anomission-based claim, a plaintiff must “’call
into question the issuer’s basis for offering
the opinion” by alleging “facts about theinquiry the [issuer] did or did not conduct
or the knowledge it did or did not have.’”Id. (quoting Omnicare, 135 S. Ct. 1318). The
Ninth Circuit found Reese’s “no reasonablebasis for the belief” standard “clearlyirreconcilable” with Omnicare.
Judge Kleinfeld issued a concurring opinion
expressing his view that Omnicare’s clear
irreconcilability with Reese is “debatable”
because “[S]ection 10(b) and [S]ection 11 arematerially different.”

The Securities Law Alertis edited by Paul C. Gluckow
pgluckow@stblaw.com /+1-212-455-2653, Peter E. Kazanoffpkazanoff@stblaw.com /+1-212-4553525 and Jonathan K. Youngwood
jyoungwood@stblaw.com /+1-212-455-3539.

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Beijing 100004
China+86-10-5965-2999
Hong Kong
ICBC Tower
3 Garden Road, Central
Hong Kong+852-2514-7600
Seoul
25th Floor, West Tower
Mirae Asset Center 1
26 Eulji-ro 5-gil, Jung-gu
Seoul 100-210
Korea+82-2-6030-3800
Tokyo
Ark Hills Sengokuyama Mori Tower
9-10, Roppongi 1-Chome
Minato-Ku, Tokyo 106-0032
Japan+81-3-5562-6200
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