Securities Law Alert
In This Edition:• Ninth Circuit: Section 77p(d)(1)(A) of SLUSA Does Not Provide an Independent Basis for Federal
Question Jurisdiction Under 28 U.S.C. § 1331
• Tenth Circuit: SEC’s Appointment of Administrative Law Judges Violates the Appointments Clause of the
U.S. Constitution• Eleventh Circuit: (1) Under Janus, a Company Is Not the “Maker” of Stock Promoters’ Statements Unless
It Had “Ultimate Authority” Over Those Statements, and (2) Companies Have No Duty to Disclose
Payments to Stock Promoters• Central District of California: United States Purchases of ADRs Sponsored by Foreign Issuers Are“Domestic Transactions” Under Morrison• Delaware Supreme Court: Limited Partner’s Claim That a Transaction Violated the Partnership
Agreement Was Derivative in Nature and Extinguished by a Subsequent Merger• Delaware Chancery Court: Plaintiffs Challenging a Transaction Approved by a Majority of Disinterested
Stockholders in a Fully-Informed, Uncoerced Vote Bear the Burden of Pleading Disclosure Deficiencies
January 2017

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Ninth Circuit: Section
77p(d)(1)(A) of SLUSA Does
Not Provide an Independent
Basis for Federal Question
Jurisdiction Under 28 U.S.C.
§ 1331On December 21, 2016, the Ninth Circuit heldthat Section 77p(d)(1)(A) of the Securities
Litigation Uniform Standards Act (“SLUSA”)
does not “provide[ ] an independent basis forfederal question jurisdiction under 28 U.S.C.
§ 1331.”1 Rainero v. Archon Corp., 2016 WL
7384031 (9th Cir. 2016) (Thomas, J.).

1. 28 U.S.C. § 1331 provides that “[t]he district courts shallhave original jurisdiction of all civil actions arising under theConstitution, laws, or treaties of the United States.”
Simpson Thacher & Bartlett LLP

The question arose in the context of aputative class action in which the “sole claim… was a breach-of-contract claim arisingunder Nevada law.” Plaintiff contended
that federal question jurisdiction existed
under § 1331 “because [SLUSA] is a federal
statute that allows certain class actions …
to be maintained in either state or federal
court.” Plaintiff relied specifically on 15 U.S.C.
§ 77p(d)(1)(A), which provides that certain“covered class action[s]” that are “based upon
the statutory or common law of the State inwhich the issuer is incorporated … may be
maintained in a State or Federal court by a
private party.”
The Ninth Circuit rejected plaintiff’s
argument as a misreading of SLUSA. In
so holding, the court “agree[d] with andadopt[ed]” the D.C. Circuit’s analysis inCampbell v. American International Group,760 F.3d 62 (D.C. Cir. 2014). The D.C.
Circuit found that 15 U.S.C. § 77p(d) only
“carves out exceptions to the preclusive
reach of” 15 U.S.C. § 77p(b), which prohibits
plaintiffs from bringing certain state-law
based securities fraud class actions in state orfederal court. Id. (quoting Campbell, 760 F.3d
62). The D.C. Circuit determined that there
was “no indication … that Congress intended
subsection (d)(1)(A) to go substantiallyfurther, so as to create federal jurisdiction
over a category of state-law securities classactions.” Id. (quoting Campbell, 760 F.3d 62).
Following the D.C. Circuit’s reasoning, theNinth Circuit held Section 77p(d)(1)(A) of“SLUSA does not create an independent basis
for federal question jurisdiction.”2

Tenth Circuit: SEC’s
Appointment of
Administrative Law Judges
Violates the Appointments
Clause of the U.S. Constitution
On December 27, 2016, the Tenth Circuit heldthat the SEC’s appointment of administrative
law judges (“ALJs”) for its in-house tribunals
violates the Appointments Clause of theUnited States Constitution. Bandimere v.
SEC, 2016 WL 7439007 (10th Cir. 2016)(Matheson, J.). The Tenth Circuit expressly
disagreed with the D.C. Circuit, which
recently held that the SEC’s ALJs are not“Officers of the United States” for purposesof the Appointments Clause. See Raymond
J. Lucia Cos. v. SEC, 832 F.3d 277 (D.C. Cir.
2016) (Rogers, J.).3

Tenth Circuit Relies on theSupreme Court’s Decision in
Freytag v. Commissioner ofInternal Revenue to Hold SEC ALJs
Are “Inferior Officers” Subject to
the Appointments Clause
The Tenth Circuit began its analysis withthe text of the Appointments Clause, which
provides in relevant part that Congress
2. However, the Ninth Circuit stated that under Section 77p(c) of
SLUSA, “federal courts have jurisdiction for the limited purposeof determining whether a certain state action is precluded under§ 77p(b)” of SLUSA.
3. Please click here to read our discussion of the D.C. Circuit’s
decision.

may “vest the Appointment of such inferior
Officers, as they think proper, in the President
alone, in the Courts of Law, or in the Heads
of Departments.” U.S. Const. art. II, § 2, cl. 2.
The court explained that “[t]he term ‘inferior
officer’ connotes a relationship with somehigher ranking officer or officers below the
President.” The Tenth Circuit observed thatwhile “the Supreme Court has not stated a
specific test for inferior officer status,” theCourt’s prior decisions indicate that “theterm’s sweep is unusually broad.”
The Tenth Circuit stated that the Supreme
Court’s decision in Freytag v. Commissionerof Internal Revenue, 501 U.S. 868 (1991)“provide[d] the guidance needed to decide”
the question of whether SEC ALJs qualify
as inferior officers. In Freytag, the Supreme
Court held that special trial judges (“STJs”)
of the federal Tax Court were inferior officers
within the meaning of the Appointments
Clause because (1) the position of STJ was“established by Law”; (2) “the duties, salary,and means of appointment” of STJs were
“specified by statute”; and (3) STJs “perform
more than ministerial tasks” and “exercise
significant discretion” in “carrying out [their]
important functions.” Id. (quoting Freytag,
501 U.S. 868).
The Tenth Circuit found that these three
Freytag factors apply equally to SEC ALJs.
First, the court noted that “the position of the
SEC ALJ was established by Law” pursuant to
the Administrative Procedures Act. Second,
the Tenth Circuit explained that “statutes set
forth SEC ALJs’ duties, salaries, and meansof appointment.”
Third, and most importantly, the Tenth
Circuit determined that “SEC ALJs exercise
significant discretion in performing importantfunctions commensurate with the STJs’
functions described in Freytag.” The court
noted, for example, that SEC ALJs havethe “authority to shape the administrative
record by taking testimony, regulating
document production and depositions, rulingon the admissibility of evidence, … andpresiding over trial-like hearings,” among
other responsibilities.
Finding that “SEC ALJs closely resemble the
STJs described in Freytag,” the Tenth Circuit
held “SEC ALJs are inferior officers who
must be appointed in conformity with the
Appointments Clause.”2

Court Rejects Final DecisionMaking Power as the Key Criterion
for Determining Whether the
Appointments Clause Applies
In Raymond Lucia, the D.C. Circuit held that
SEC ALJs were not “Officers of the UnitedStates” for purposes of the Appointments
Clause because “no initial decision of[the SEC’s] ALJs is independently final”
under the SEC’s regulatory framework. 2016
WL 4191191.
The Tenth Circuit expressly disagreed with
the D.C. Circuit’s decision. While the court
acknowledged that “[f]inal decision-making
power is relevant in determining whether apublic servant exercises significant authority,”
the Tenth Circuit determined that not “every
inferior officer must possess final decisionmaking power.” Bandimere, 2016 WL
7439007. The Tenth Circuit stated that the
Freytag Court “did not make final decisionmaking power the essence of inferior officer
status.” Rather, the Freytag Court focusedon the nature of the officers’ duties andthe discretion they exercised in executing
those duties.

Court Holds Deference toCongress Does Not Mandate aDifferent Result
The Tenth Circuit also rejected the SEC’scontention that it must defer to Congress’s
intent that SEC ALJs be categorized as
employees rather than inferior officers subject
to the Appointments Clause. Once again,
the court found Freytag “instructive.” The
Freytag Court stated that the Appointments“Clause forbids Congress to grant theappointment power to inappropriate
members of the Executive Branch.” 501
U.S. 868.

Judge McKay, Dissenting,Emphasizes That SEC ALJs Lack thePower to Issue Final Decisions
In a dissenting opinion, Judge McKay
expressed his view that “the special trial
judges at issue in Freytag had the sovereign
power to bind the Government and third
parties” while “SEC ALJs do not.” Bandimere,
2016 WL 7439007. He stated that “under the
Appointments Clause, that difference makes
all the difference.”

Fourth Circuit Holds Constitutional
Challenges to Pending SEC ALJ
Proceedings Are Premature
In a related decision, the Fourth Circuit
joined the Second, Seventh, Eleventh andD.C. Circuits in rejecting as premature claims
brought in federal court by a respondent
in a pending SEC enforcement proceeding
challenging the appointment of the SEC ALJ
on constitutional grounds.4 Bennett v. SEC,
2016 WL 7321231 (4th Cir. 2016) (Duncan,J.). The Fourth Circuit relied on the Supreme
Court’s decision in Thunder Basin Coal
Co. v. Reich, 510 U.S. 200 (1994), to holdthat “it is fairly discernible that Congress
intended to channel all objections to [rulings
by SEC ALJs]—including challenges rooted
in the Appointments Clause—through theadministrative adjudication and judicial
review process set forth in the statute.” The
Fourth Circuit further determined that theThunder Basin factors “indicate[d] that[petitioner’s constitutional] claims [were] of
the type Congress intended to be reviewed
within [the SEC’s administrative] framework.”

Eleventh Circuit: (1) Under
Janus, a Company Is Not the“Maker” of Stock Promoters’
Statements Unless It Had“Ultimate Authority” Over
Those Statements, and(2) Companies Have No Duty
to Disclose Payments to Stock
Promoters
On December 15, 2016, the Eleventh Circuit
affirmed dismissal of securities fraud claims
arising out of a company’s retention of stock
promoters “to write flattering articles” about
the company and “tout” its stock. In re
Galectin Therapeutics, Inc. Sec. Litig., 2016
WL 7240146 (11th Cir. 2016) (Hull, J.). The
Eleventh Circuit held the company could not
be liable under Section 10(b) and Rule 10b-5
for the stock promoters’ statements because
plaintiffs did not allege the company was
the “maker” of those statements within the
4. Please click here to read our discussion of the Second andEleventh Circuits’ decisions. Please click here to read our
discussion of the D.C. Circuit’s decision, and here to read our
discussion of the Seventh Circuit’s decision.
3

meaning of the Supreme Court’s decisionin Janus Capital Group v. First Derivative
Traders, 564 U.S. 135 (2011).5 The court
further held the company had no duty todisclose payments to stock price promoters,
and also ruled that engaging the servicesof stock promoters “is not stock price‘manipulation’ as a matter of law.”

Plaintiffs Did Not Allege theCompany Had “Ultimate Authority”
Over the Stock Promoters’
Statements As Required
Under Janus
In Janus, the Supreme Court held that“[f]or purposes of Rule 10b-5, the makerof a statement is the person or entity withultimate authority over the statement,
including its content and whether and how
to communicate it.” 564 U.S. 135. The Court
stated that “[w]ithout control, a person orentity can merely suggest what to say, not‘make’ a statement in its own right.”
The Eleventh Circuit held that “[t]o the extent
that [plaintiffs] base[d] [their] Rule 10b-5(b)claim on the content of, or the omissions
in, the articles by the stock promoters, theSupreme Court has foreclosed that claim.”
Galectin, 2016 WL 7240146. The court foundthat while plaintiffs “set forth allegations thatthe defendants worked in conjunction withstock promoters to promote [the company’s]
stock,” the complaint did not “include[ ]sufficient allegations to support a findingthat [the company] had ‘ultimate authority’or ‘control’ over the stock promoters’
statements.” Significantly, the Eleventh
Circuit found the company’s payment forthe promotional articles, standing alone,insufficient for liability under Section 10(b)and Rule 10b-5. The court underscored that“[p]ayment for the promotional articles does
not mean that [the company] is the maker ofthe statements in the articles.”Company Had No Duty to Disclose
Its Retention of Stock Promoters
With respect to plaintiffs’ claim that thecompany had a duty to disclose its retentionof stock promoters, the Eleventh Circuit
explained that “[t]here is no statutory duty
to disclose imposed on the issuer” to inform
investors that it paid stock promoters for“promotional articles or activities.” Rather,
Section 17(b) of the Securities Act puts theonus on stock promoters to disclose any
payments received for their “promotional
activities.” While the court acknowledged thatthe statutory scheme may “seem odd to theuninitiated,” the court stated that it reflects
a “practical recognition of the fact that mostmarket research is performed by analysts
who are paid by brokerage firms, investments
banks, and other marketers of securities.”
Because “the securities laws … place theduty to disclose payments only on thestock promoters,” the Eleventh Circuit held
defendants “had no additional duty to disclose
their payments to the stock promoters.”

Paying for Promotional Articles Is
Not Stock Price Manipulation
The Eleventh Circuit also rejected plaintiffs’
contention that the company’s retention ofstock price promoters constituted stock pricemanipulation.6 The court explained that
“nothing in the securities laws prohibits” acompany from “hiring analysts to promote”
the company by “circulating positive
articles” about the company’s initiatives or“recommending the purchase” of company
stock. Rather, engaging stock promoters “isboth contemplated and permitted under the
securities laws.”
6. The court explained that for securities law purposes,“manipulation” is “virtually a term of art” that refers to practices
such as wash sales or rigged prices. Here, plaintiffs did not allege
that the defendants “engaged in any kind of simulated market
activity or transactions designed to create an unnatural andunwanted appearance of market activity, which is required toconstitute market manipulation.”

5. Please click here to read our discussion of the Janus decision.
4

Central District of California:
United States Purchases of
ADRs Sponsored by Foreign
Issuers Are “Domestic
Transactions” Under Morrison
In Morrison v. National Australia Bank
Ltd., 561 U.S. 247 (2010), the Supreme
Court held that Section 10(b) applies only to“transactions in securities listed on domestic
exchanges and domestic transactions inother securities.”7
On January 4, 2017, the Northern Districtof California held that purchases within
the United States of American Depositary
Receipts (“ADRs”) sponsored by a foreignissuer qualified as “domestic transactionsin other securities” within the meaning of
the second prong of the Morrison test. In re
Volkswagen ‘Clean Diesel’ Marketing, Sales
Practices, and Products Liability Litig.,2017 WL 66281 (N.D. Cal. 2017) (Breyer,J.). The court reasoned that Section 10(b)reached the purchases because the foreignissuer “sponsored the ADRs in the UnitedStates,” investors “purchased the ADRs
here,” and “the United States has an interestin protecting domestic investors against
securities fraud.”
The court also ruled that over-the-countermarkets are not “domestic exchanges”
for purposes of the first prong of theMorrison test.

Morrison Reaches Domestic
Transactions in ADRs Sponsored byForeign Issuers
At the outset of its analysis, the court
explained that “ADRs may be either
sponsored or unsponsored.” While an“unsponsored ADR is established with little orno involvement of the issuer of the underlying
security,” a sponsored ADR “is establishedwith the active participation of the issuer.” In
the case before it, the court found the foreignissuer “sponsored the ADRs and thus was
directly involved in the domestic offering of
the ADRs.”

United States.” For example, the governing
deposit agreements provided that New
York law would apply to the ADRs. The
foreign issuer also “provided on its website
English versions of its public disclosures incompliance with United States regulations
so that it could offer ADRs to investors in the
United States.” The court held these actions“establish[ed] a sufficient connection between
the [foreign issuer’s] ADRs and the UnitedStates” for purposes of the second prong of
Morrison’s test.

United States Purchases of
ADRs Sponsored by a Foreign
Issuer Are Not “Predominantly
Foreign” Transactions
Defendants attempted to rely on the Second
Circuit’s decision in Parkcentral Global
Hub v. Porsche Automobile Holdings, 763
F.3d 198 (2d Cir. 2014)8 to argue that “evenwhere a domestic transaction exists, Section
10(b) does not apply if the transaction is‘predominantly foreign.’” In Parkcentral,
the Second Circuit affirmed dismissal of
Section 10(b) claims involving securitiesbased swap agreements that referenced aforeign issuer’s stock, where there were no
allegations that the foreign issuer was a party
to, or participated in any way, in the swap
agreements at issue. The Second Circuit heldthat “the imposition of liability under § 10(b)on … foreign defendants with no alleged
involvement in plaintiffs’ transactions, on
the basis of the defendants’ largely foreign
conduct, … would constitute an impermissibly
extraterritorial extension of the statute.” 763
F.3d 198.
The Northern District of California found that“the unique circumstances of Parkcentral”
were not present in the case before it.
Volkswagen, 2017 WL 66281. Here, theforeign issuer’s actions were “clearly tied
to the United States.” The court found “theADRs [were] not independent from [theissuer’s] foreign securities or from [theissuer] itself.”

The court found it significant that the foreignissuer had taken “affirmative steps to makeits securities available to investors … in the
7. Please click here to read our discussion of the Morrison
decision.

8. Please click here to read our discussion of the Second Circuit’s
decision in Parkcentral.
5

Over-the-Counter Markets Are
Not “Domestic Exchanges”
Under Morrison
The court further ruled that the over-thecounter market on which the ADRs traded did
not constitute a “domestic exchange” within
the meaning of the first prong of the Morrison
test. The court reasoned that the statementof purpose of the Securities Exchange Act,
15 U.S.C. § 78b, “explicitly references overthe-counter [“OTC”] markets as well as
securities exchanges,” and “thus recognizes a
distinction between securities exchanges andOTC markets.”

Delaware Supreme Court:
Limited Partner’s Claim Thata Transaction Violated thePartnership Agreement Was
Derivative in Nature andExtinguished by a Subsequent
MergerOn December 20, 2016, the Delaware
Supreme Court considered whether alimited partner’s claim that the partnership
overpaid the general partner in an allegedly
conflicted transaction, in violation of thegoverning limited partnership agreement,
was direct or derivative in nature. El Paso
Pipeline GP Co. v. Brinckerhoff, 2016
WL 7380418 (Del. 2016) (Valihura, J.).
Applying the two-pronged test set forth inTooley v. Donaldson, Lufkin & Jenrette,
845 A.2d 1031 (Del. 2004),9 the court held
9. In Tooley, the Delaware Supreme Court held that the questionof “whether a stockholder’s claim is derivative or direct … turn[s]solely on the following questions: (1) who suffered the alleged
harm (the corporation or the suing stockholders, individually);and (2) who would receive the benefit of any recovery or otherremedy (the corporation or the stockholders, individually)?”
845 A.2d 1031.

the limited partner’s claim was derivative
rather than direct because the harm fromthe alleged overpayment “solely affected
the [p]artnership” and “the benefit of
any recovery must flow solely to the[p]artnership.” The court further ruled thatthe limited partner’s claim was extinguishedwhen the partnership was acquired ina merger.
The Delaware Supreme Court underscoredthat not every claim by a limited partnerthat implicates the terms of the limited
partnership agreement is a direct claim.
The court explained that the determinationof whether a limited partner’s claim “isderivative or direct requires the usual
examination” under Tooley “of who owns
the claim.”

BackgroundIn the case before the Delaware Supreme
Court, the Chancery Court found that alimited partnership’s conflicts committee
had approved a transaction that “it did not
believe was in the best interests of the limited
partnership” and was “unduly favorable to thelimited partnership’s general partner.”
After trial but before the Chancery Court
issued its ruling, the limited partnership
was acquired in a merger. Defendants
contended that the merger transferred
the limited partner’s derivative claims to
the acquiror, and extinguished the limited
partner’s standing to sue. The Chancery
Court found the limited partner’s claims“could also be considered direct, or, even
if derivative, should survive the merger forthe core policy reason that dismissal would
leave the unaffiliated limited partners without
recompense for the general partner’s priorunfair dealing.” Defendants appealed.

6normally treated as causing harm solely
to the corporation and, thus, are regarded
as derivative.”

Delaware Supreme Court Holds
Tooley’s Direct/Derivative Test
Governs Claims Implicating theTerms of a Partnership Agreement
On appeal, the Delaware Supreme Court
acknowledged that the limited partner’s
claims stemmed from the conflict-of-interest
and good faith provisions of the limited
partnership agreement. However, the court
rejected the Chancery Court’s suggestionthat Tooley’s test for determining whether aclaim is direct or derivative in nature “doesnot apply where the alleged harm involves
contract rights.” The Delaware Supreme Court
reasoned that “[s]uch a rule would essentiallyabrogate Tooley with respect to alternative
entities merely because they are creaturesof contract.”
The Delaware Supreme Court stated thata limited partnership agreement is “theconstitutive contract of the [p]artnership”
and not a “separate commercial contract.”
While “limited partnership agreements often
govern the territory that in corporate law iscovered by equitable principles of fiduciary
duties,” the Delaware Supreme Court statedthat this “does not make all provisions of alimited partnership agreement enforceable bya direct claim.”

Applying Tooley, Court Holds theLimited Partner’s Claims Were
Derivative in Nature
The Delaware Supreme Court then applied
the Tooley test to the limited partner’s
claims. Under the first prong of the Tooley
analysis, the court found that the harmalleged by the limited partner “solely affected
the [p]artnership.” The court explainedthat “claims of corporate overpayment are

Pursuant to the second prong of theTooley test, the court held that “the benefitof any recovery must flow solely to the[p]artnership.” The court observed that if
the limited partner were “to recover directly
for the alleged decrease in the value of the[p]artnership’s assets, the damages would
be proportionate to his ownership interest.”
The court found “[t]he necessity of a pro
rata recovery to remedy the alleged harmindicates that [the limited partner’s] claim
is derivative.”
Significantly, the Delaware Supreme Court
rejected the limited partner’s effort to rely on
Gentile v. Rossette, 906 A.2d 91 (Del. 2006),
to argue that the claim was both derivativeand direct. The court explained that Gentile
involved a controlling stockholder transaction“that resulted in an improper transfer ofboth economic value and voting power fromthe minority stockholders to the controllingstockholder.” The court found that here, thelimited partner’s claim did “not satisfy theunique circumstances” of the Gentile decisionbecause there was no assertion of any “voting
rights dilution.”
The Delaware Supreme Court expressly“decline[d] the invitation to further expand
the universe of claims that can be asserted‘dually’ to hold here that the extraction ofsolely economic value from the minority bya controlling stockholder constitutes direct
injury.” The court found that “[t]o do sowould deviate from the Tooley frameworkand largely swallow the rule that claims ofcorporate overpayment are derivative bypermitting stockholders to maintain a suit
whenever the corporation transacts with acontroller on allegedly unfair terms.”

Court Finds the Merger
Extinguished the Limited
Partner’s Claim
The Delaware Supreme Court determinedthat the limited partner’s derivative claims“were an asset of the [p]artnership” that were“transferred to and bec[ame] an asset of theacquiring corporation as a matter of statutorylaw.” The court concluded the merger“therefore extinguished [the limited partner’s]
standing to assert these claims.”
7

Delaware Chancery Court:
Plaintiffs Challenging a
Transaction Approved bya Majority of Disinterested
Stockholders in a FullyInformed, Uncoerced Vote
Bear the Burden of Pleading
Disclosure Deficiencies
In Corwin v. KKR Financial Holdings, 125
A.3d 304 (Del. 2015), the Delaware Supreme
Court held that “when a transaction not
subject to the entire fairness standard isapproved by a fully informed, uncoerced voteof the disinterested stockholders, the businessjudgment rule applies.”10
On January 5, 2017, the Delaware Chancery
Court considered the question of how “theburden of proof operate[s] when applying
the standard-shifting principles … reaffirmed
in Corwin.” In re Solera Holdings, Inc.
Stockholder Litig., 2017 WL 57839 (Del.
Ch. 2017). The court held that “a plaintiff
challenging the decision to approve atransaction must first identify a deficiency inthe operative disclosure document, at which
point the burden … fall[s] to defendants toestablish that the alleged deficiency fails as amatter of law in order to secure the cleansing
effect of the vote.”

The court recognized that “defendants
asserting a ‘ratification’ defense” bear “theburden to show the vote was fully-informed.”
However, the court stated that it would make“little sense” for defendants to have “theburden to plead disclosure deficiencies in
the first place to test whether the vote really
was fully-informed.” The court reasoned thatsuch a rule “would create an unworkablestandard, putting a litigant in the proverbially
impossible position of proving a negative.”
The court found it “far more sensible”
for plaintiffs to bear the initial burden of
identifying allegedly inadequate disclosures.

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.

10. Please click here to read our discussion of the Corwin
decision.

8

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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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