20-1759-cv

Alaska Dep't of Revenue, Treasury Div. v. Crédit Agricole Corp.

UNITED STATES COURT OF APPEALS

FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A 

SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY 

FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT'S LOCAL RULE 32.1.1. 

WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST 

CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION 

"SUMMARY ORDER"). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON 

ANY PARTY NOT REPRESENTED BY COUNSEL.

At a stated term of the United States Court of Appeals for the Second 

Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in 

the City of New York, on the 19th day of July, two thousand twenty-one.

PRESENT: DENNIS JACOBS,

DENNY CHIN,

WILLIAM J. NARDINI,

Circuit Judges.

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ALASKA DEPARTMENT OF REVENUE, 

TREASURY DIVISION, ALASKA 

PERMANENT FUND CORPORATION, IRON 

WORKERS PENSION PLAN OF WESTERN 

PENNSYLVANIA, ON BEHALF OF 

THEMSELVES AND ALL OTHERS

SIMILARLY SITUATED,

Plaintiffs-Appellants,

BOSTON RETIREMENT SYSTEM, ON 

BEHALF OF ITSELF AND ALL OTHERS 

SIMILARLY SITUATED, IRVING FIREMEN'S 

RELIEF AND RETIREMENT FUND, CITY OF 

ATLANTA FIREFIGHTERS PENSION FUND, 

ON BEHALF OF ITSELF AND ALL OTHERS 
2

SIMILARLY SITUATED, LOUISIANA 

SHERIFFS' PENSION RELIEF FUND, ON 

BEHALF OF ITSELF AND ALL OTHERS 

SIMILARLY SITUATED, SHEET METAL 

WORKERS PENSION PLAN OF NORTHERN 

CALIFORNIA, INTER-LOCAL PENSION 

FUND GRAPHIC COMMUNICATIONS 

CONFERENCE OF THE INTERNATIONAL 

BROTHERHOOD OF TEAMSTERS, ON 

BEHALF OF ITSELF AND ALL OTHERS 

SIMILARLY SITUATED, CITY OF BRISTOL 

PENSION FUND, ON BEHALF OF ITSELF 

AND IN A REPRESENTATIVE CAPACITY, 

ON BEHALF OF ALL SIMILARLY SITUATED, 

ASBESTOS WORKERS PHILADELPHIA 

WELFARE AND PENSION FUND, ON 

BEHALF OF ITSELF AND ALL OTHERS 

SIMILARLY SITUATED, PAINTERS AND 

ALLIED TRADES DISTRICT COUNCIL NO. 

35 PENSION FUND, ON BEHALF OF ITSELF 

AND ALL OTHERS SIMILARLY SITUATED, 

OKLAHOMA POLICE PENSION AND 

RETIREMENT SYSTEM, ON BEHALF OF 

ITSELF, AND, IN A REPRESENTATIVE 

CAPACITY, ON BEHALF OF ALL THOSE 

SIMILARLY SITUATED, LOUISIANA 

MUNICIPAL POLICE EMPLOYEES 

RETIREMENT SYSTEM, KBC ASSET 

MANAGEMENT NV, CITY OF RIVIERA 

BEACH POLICE OFFICERS' PENSION FUND, 

ON BEHALF OF ITSELF AND ALL OTHERS 

SIMILARLY SITUATED, THE POLICE 

RETIREMENT SYSTEM OF ST. LOUIS,

Plaintiffs,

-v- 20-1759-cv

AMANDEEP SINGH MANKU, SHAILEN 

PAU, BHARDEEP SINGH HEER, CREDIT 

SUISSE SECURITIES (EUROPE) LTD., CREDIT 
3

SUISSE INTERNATIONAL, CREDIT SUISSE 

AG, CRÉDIT AGRICOLE CORPORATE AND 

INVESTMENT BANK, BNP PARIBAS 

SECURITIES CORP., BNP PARIBAS, BANK 

OF AMERICA, N.A., DEUTSCHE BANK AG, 

HIREN GUDKA, HSBC HOLDINGS PLC, 

HSBC BANK USA, N.A., HSBC SECURITIES 

(USA) INC., HSBC BANK PLC, BANK OF 

AMERICA, CREDIT SUISSE SECURITIES 

(USA) LLC, CITIGROUP INC., CITIBANK, 

N.A., CITIGROUP GLOBAL MARKETS INC., 

CITIGROUP GLOBAL MARKETS LIMITED, 

ROYAL BANK OF CANADA, RBC EUROPE 

LIMITED, RBC CAPITAL MARKETS LLC, 

NOMURA INTERNATIONAL PLC, 

NOMURA SECURITIES INTERNATIONAL, 

INC., GARY MCDONALD, BARCLAYS 

CAPITAL INC., BARCLAYS EXECUTION 

SERVICES LIMITED, BARCLAYS CAPITAL 

SECURITIES LIMITED, BARCLAYS BANK 

PLC, THE TORONTO-DOMINION BANK, TD 

SECURITIES (USA) LLC,

Defendants-Appellees,

MERRILL LYNCH INTERNATIONAL, TD 

BANK, N.A., TD SECURITIES LIMITED, 

DEUTSCHE BANK SECURITIES INC., 

NOMURA HOLDINGS, INC., JOHN DOE 

DEFENDANTS NOS. 1-100, CRÉDIT 

AGRICOLE S.A., NOMURA HOLDINGS, 

INC., BANK OF AMERICA MERRILL LYNCH 

INTERNATIONAL LIMITED, BANK OF 

AMERICA CORPORATION, MERRILL 

LYNCH, PIERCE, FENNER & SMITH, 

CREDIT SUISSE GROUP AG,

Defendants.

*

* The Clerk of the Court is respectfully directed to amend the official caption in this case 

to conform to the caption above.
4

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FOR PLAINTIFFS-APPELLANTS: DANIEL L. BROCKETT (William B. Adams, 

Thomas J. Lepri, Christopher M. Seck, Jeremy 

D. Andersen, on the brief), Quinn Emanuel 

Urquhart & Sullivan, LLP, New York, New 

York, and Los Angeles, California, and Susan 

K. Alexander, Andrew S. Love, Joseph D. 

Daley, David W. Mitchell, Brian O. O'Mara, 

Steven M. Jodlowski, Carmen A. Medici, 

Ashley M. Kelly, Samuel H. Rudman, Robbins 

Geller Rudman & Dowd LLP, San Francisco, 

California, San Diego, California, and Melville, 

New York. 

FOR DEFENDANTS-APPELLEES KAREN HOFFMAN LENT (Jay B. Kasner, on

CITIGROUP INC., CITIBANK, N.A., the brief), Skadden, Arps, Slate, Meagher & 

CITIGROUP GLOBAL MARKETS Flom LLP, New York, New York.

INC., AND CITIGROUP GLOBAL

MARKETS LIMITED:

FOR DEFENDANTS-APPELLEES DAVID G. JANUSZEWSKI (Herbert S. Washer, 

CREDIT SUISSE AG, CREDIT Sheila C. Ramesh, Adam S. Mintz, on the

SUISSE SECURITIES (USA) LLC, brief), Cahill Gordon & Reindel LLP, New York 

CREDIT SUISSE SECURITIES New York.

(EUROPE) LIMITED, AND 

CREDIT SUISSE 

INTERNATIONAL:

FOR DEFENDANT-APPELLEE David H. McGill, Nathan M. Richardson,

AMANDEEP SINGH MANKU: Kobre & Kim LLP, Washington, D.C.

FOR DEFENDANT-APPELLEE Richard F. Albert, Christopher B. Harwood, 

SHAILEN PAU: Nicole L. Buseman, Morvillo Abramowitz

Grand Iason & Anello P.C., New York, New 

York.

FOR DEFENDANT-APPELLEE Derek A. Cohen, William J. Harrington, Eric 
5

BHARDEEP SINGH HEER: Lawson, Benjamin Hayes, Goodwin Procter 

LLP, New York, New York, and Washington, 

D.C.

FOR DEFENDANT-APPELLEE Lisa J. Fried, Benjamin A. Fleming, Benjamin F. 

CRÉDIT AGRICOLE CORPORATE Holt, Hogan Lovells US LLP, New York, New 

AND INVESTMENT BANK: York and Washington, D.C.

FOR DEFENDANTS-APPELLEES Carmine D. Boccuzzi Jr., Timothy Thomas 

BNP PARIBAS, AND BNP Leech, Cleary Gottlieb Steen & Hamilton LLP,

PARIBAS SECURITIES CORP.: New York, New York.

FOR DEFENDANTS-APPELLEES Alexander J. Willscher, Matthew J. Porpora, 

ROYAL BANK OF CANADA, RBC Sullivan & Cromwell LLP, New York, New 

EUROPE LIMITED, AND RBC York. 

CAPITAL MARKETS LLC:

FOR DEFENDANT-APPELLEE John D. Buretta, Cravath, Swaine & Moore

NOMURA INTERNATIONAL LLP, New York, New York.

PLC:

FOR DEFENDANT-APPELLEE Aidan Synnott, Rachel J. Corrigan, Paul, 

NOMURA SECURITIES Weiss, Rifkind, Wharton & Garrison LLP, New

INTERNATIONAL, INC.: York, New York.

FOR DEFENDANT-APPELLEE James R. Sigel, Bradley S. Lui, Michael F. Qian, 

GARY MCDONALD: Adam Hunt, Morrison & Foerster LLP, San 

Francisco, California, Washington, D.C., and 

New York, New York.

FOR DEFENDANTS-APPELLEES Barry G. Sher, Anthony Antonelli, Paul 

BARCLAYS BANK PLC, Hastings LLP, New York, New York.

BARCLAYS CAPITAL INC., 

BARCLAYS EXECUTION 

SERVICES LIMITED, AND 

BARCLAYS CAPITAL 

SECURITIES LIMITED:

FOR DEFENDANTS-APPELLEES Paul S. Mishkin, Robert G. King, Benjamin

THE TORONTO-DOMINION D. Wasserman, Davis Polk & Wardwell LLP, 
6

BANK, AND TD SECURITIES New York, New York.

(USA) LLC:

Appeal from the United States District Court for the Southern District of 

New York (Ramos, J.).

UPON DUE CONSIDERATION, IT IS ORDERED, ADJUDGED, AND 

DECREED that the judgment of the district court is AFFIRMED.

Plaintiffs-appellants Alaska Department of Revenue, Treasury Division; 

the Alaska Permanent Fund Corporation; and the Iron Workers Pension Plan of 

Western Pennsylvania ("plaintiffs") are U.S. investors who traded in U.S. 

dollar-denominated ("USD") supranational, sovereign, and agency bonds ("SSA bonds") 

with defendants-appellees ("defendants"), who are entities that deal in USD SSA bonds

and purportedly dominate the secondary market and certain individuals previously 

employed by some of the dealer entities. 

Plaintiffs, who brought suit under Section 1 of the Sherman Act, 15 U.S.C. 

§ 1, appeal from a partial final judgment dismissing their federal antitrust claims

against one set of defendants (the "Domestic Dealer Defendants")1 for failure to state a 

claim and against two other sets of defendants -- the "Foreign Dealer Defendants"2 and 

1 The nine Domestic Dealer Defendants are: Barclays Capital Inc.; BNP Paribas Securities 

Corp.; Citigroup Inc.; Citibank, N.A.; Citigroup Global Markets Inc.; Credit Suisse Securities 

(USA) LLC; Nomura Securities International, Inc.; RBC Capital Markets LLC; and TD Securities 

(USA) LLC. 

2 The thirteen Foreign Dealer Defendants are: Barclays Bank PLC; Barclays Capital 

Securities Limited; Barclays Execution Services Limited (formerly known as Barclays Services 
7

the "Individual Defendants"3 (together, the "Foreign Defendants") -- for lack of personal 

jurisdiction and improper venue. On appeal, plaintiffs argue that: (1) they have 

plausibly alleged an antitrust claim based on defendants' continuous and ongoing 

conspiracy to collude with each other in the secondary market for USD SSA bonds to 

plaintiffs' detriment; (2) personal jurisdiction and venue are proper as to all defendants 

under either the Clayton Act or New York's Long-Arm Statute; and (3) the district court 

abused its discretion in denying jurisdictional discovery. We assume the parties' 

familiarity with the underlying facts, the procedural history of the case, and the issues 

on appeal.

I. Background4

A. The USD SSA Bond Market

SSA bonds are debt securities issued by governmental and quasigovernmental entities to fund a range of economic and public-policy mandates. Entities 

issuing SSA bonds include: (1) supranational organizations, which are multilateral 

institutions with shareholders from multiple countries, (2) sovereign and sub-sovereign 

Limited); BNP Paribas; Citigroup Global Markets Limited; Crédit Agricole Corporate & 

Investment Bank; Credit Suisse AG; Credit Suisse International; Credit Suisse Securities 

(Europe) Limited; Nomura International plc; RBC Europe Limited; Royal Bank of Canada; and 

The Toronto-Dominion Bank. 

3 The four Individual Defendants are Amandeep Singh Manku, Bhardeep Singh Heer, 

Gary McDonald, and Shailen Pau. 

4 The following facts are drawn from plaintiffs' Second Amended Complaint ("SAC"), and 

are assumed to be true. See Ricci v. Teamsters Union Local 456, 781 F.3d 25, 26 (2d Cir. 2015).
8

borrowers, which are national, state or provincial governments that issue debt in 

foreign currencies, and (3) agency borrowers, which are typically entities operated by or 

working on behalf of governments. There are approximately $1 trillion of SSA bonds

outstanding globally. Investors generally regard SSA bonds as secure investments 

"because they often enjoy special legal status, and their credit-worthiness is often 

pegged to sovereign, regional, or international entities." J. App'x at 35. SSA bonds can 

also be dollar-denominated to target the U.S. bond market. 

After they are issued, SSA bonds can be resold and traded by dealers and 

investors in the secondary market. Investors trade SSA bonds in an over-the-counter 

market, transacting individually and privately with dealers as opposed to using an 

open exchange that matches buyers and sellers anonymously. An investor typically 

contacts one or more dealers by telephone, electronic chat messages, or an electronic 

trading platform to request a quote. The dealer relays the quote to the investor, who 

can then place an order.

Due to the short expiration periods of quotes and the time-consuming 

nature of contacting dealers, investors generally do not shop around with more than a 

few dealers at a time. Regardless of medium -- telephone, electronic chat messages, or 

electronic trading platforms -- investors have "no access to real time market data to 

validate whether dealers' quotes were competitive." Id. at 88. Furthermore, there is "no 

post-trade price transparency" and "limited ability to purchase secondary market 
9

trading information" for SSA bonds. Id. at 89. To learn the price of an SSA bond, 

investors must reach out to a dealer and request a quote, thus revealing their identity 

and the specific instrument and volume they seek to trade.

B. The Alleged Antitrust Conspiracy

Plaintiffs seek to represent a class comprised of all persons or entities who, 

from January 1, 2009 to December 31, 2015 (the "Class Period"), "directly entered into 

[USD] SSA bond transactions with Defendants, or their respective subsidiaries or 

affiliates, in the United States . . . or otherwise involving U.S. trade or commerce." Id. at 

232-33. 

The crux of plaintiffs' claims is that all defendants collaborated and shared 

information such "that they effectively ceased" operating separately in the USD SSA 

bond market "and instead functioned as a single, unitary 'super-desk.'" Id. at 41. 

Plaintiffs allege that, for every single SSA bond transaction during the Class Period,

defendants -- several banks operating as dealers in the USD SSA bond market (the 

"Dealer Defendants") and certain of their former employees responsible for the banks'

USD SSA trading business (including the Individual Defendants)5 -- conspired not to 

5 The Individual Defendants are British citizens or residents who were employed by 

several of the Dealer Defendants as USD SSA bond traders and communicated with each other 

via chat messages about their transactions. They allegedly shared confidential customer 

information and pricing and volume of USD SSA bond transactions, and at times they sold and 

bought bonds on each other's behalf. The Individual Defendants were also alleged to be part of 

the same social circle. 
10

compete against each other in the secondary market for USD SSA bonds, and instead 

cooperated to achieve prices and terms more favorable to them and worse for their 

customers.

Specifically, plaintiffs accuse defendants of colluding to artificially lower 

the price at which defendants purchased SSA bonds from consumers (the "bid") and 

artificially inflate the price at which defendants sold SSA bonds to consumers (the 

"ask"), thus artificially widening the bid-ask spread -- and their profits -- via 

anticompetitive methods. Citing electronic chatroom records between employees 

trading SSA bonds on behalf of the Dealer Defendants, plaintiffs allege that when an 

investor contacted one or more dealers to purchase a bond, defendants would 

communicate with each other via chat rooms and phone calls to achieve more favorable 

prices and terms for themselves, such as by artificially lowering dealer demand for 

investors' sales of USD SSA bonds to dealers and artificially inflating demand for 

dealers' sales of USD SSA bonds to investors. Plaintiffs also supplement their 

allegations with statistical analyses, claiming to identify artificially wide price margins 

for SSA bonds -- and thus artificially high profit margins for dealers of the bonds --

across the entire market for USD SSA bonds during the Class Period.

C. Procedural History

The initial complaint was filed on May 18, 2016. Following several years 

of litigation, plaintiffs filed the SAC on November 13, 2018. On September 30, 2019, the 
11

district court granted the Foreign Dealer Defendants' and Individual Defendants' 

motions to dismiss for lack of personal jurisdiction, and also ruled that venue was 

improper with respect to a subset of five Foreign Defendants who had moved to 

dismiss on that basis.6

 On March 18, 2020, the district court granted the Domestic 

Dealer Defendants' motion to dismiss for failure to state a claim. On May 8, 2020, the 

district court entered a partial final judgment pursuant to Fed. R. Civ. P. 54(b). This 

appeal followed.

II. Discussion

A. Standard of Review

"We review a district court's grant of a motion to dismiss under Rule 

12(b)(6) de novo." Dane v. UnitedHealthcare Ins. Co., 974 F.3d 183, 188 (2d Cir. 2020). "We 

review de novo the district court's decision to dismiss under Rule 12(b)(2)" for lack of 

personal jurisdiction. MacDermid, Inc. v. Deiter, 702 F.3d 725, 727 (2d Cir. 2012). "[W]e 

will apply the same [de novo] standard of review in Rule 12(b)(3) dismissals for 

improper venue as we do in Rule 12(b)(2) dismissals for lack of personal jurisdiction[.]"

Gulf Ins. Co. v. Glasbrenner, 417 F.3d 353, 355 (2d Cir. 2005). "We review a district court's 

denial of jurisdictional discovery for abuse of discretion[.]" Broidy Cap. Mgmt. LLC v. 

Benomar, 944 F.3d 436, 446 (2d Cir. 2019) (internal quotation marks omitted).

6 The five Foreign Dealer Defendants that raised a venue defense are: Barclays Capital 

Securities Limited, Barclays Execution Services Limited, Credit Suisse International, Credit 

Suisse Securities (Europe) Ltd., and Nomura International plc. 
12

B. Applicable Law

"To survive a motion to dismiss, a complaint must contain sufficient 

factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" 

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 

570 (2007)). A claim is facially plausible "when the plaintiff pleads factual content that 

allows the court to draw the reasonable inference that the defendant is liable for the 

misconduct alleged." Id. While plaintiffs must allege sufficient facts to show "more 

than a sheer possibility that a defendant has acted unlawfully," id. (citation omitted), 

plausibility "simply calls for enough fact to raise a reasonable expectation that discovery 

will reveal evidence of illegality," Arista Records, LLC v. Doe 3, 604 F.3d 110, 120 (2d Cir. 

2010) (internal quotation marks, alteration, and citation omitted), "even if it strikes a 

savvy judge that actual proof of those facts is improbable," Citizens United v. 

Schneiderman, 882 F.3d 374, 380 (2d Cir. 2018) (quoting Twombly, 550 U.S. at 570). As 

relevant here, "[n]o heightened pleading requirements apply in antitrust cases." Todd v. 

Exxon Corp., 275 F.3d 191, 198 (2d Cir. 2001). But "a bare bones statement of conspiracy 

or of injury under the antitrust laws without any supporting facts permits dismissal." 

Heart Disease Rsch. Found. v. Gen. Motors Corp., 463 F.2d 98, 100 (2d Cir. 1972). 

Section 1 of the Sherman Act prohibits "[e]very contract, combination in 

the form of trust or otherwise, or conspiracy, in restraint of trade or commerce." 15 

U.S.C. § 1. To plead a plausible conspiracy under Section 1 of the Sherman Act, a 
13

plaintiff must allege "enough factual matter (taken as true) to suggest that an agreement 

was made" to restrain trade. Twombly, 550 U.S. at 556. 

In so doing, a plaintiff may "assert direct evidence that the defendants 

entered into an agreement in violation of the antitrust laws," Mayor & City Council of 

Balt. v. Citigroup, Inc., 709 F.3d 129, 136 (2d Cir. 2013) (discussing the rare antitrust 

"smoking gun" evidence), or, in the alternative, "present circumstantial facts supporting 

the inference that a conspiracy existed," id. Under the latter method, allegations that 

defendants engaged in parallel conduct can establish a plausible conspiracy when they 

are accompanied by certain "plus factors," which "may include: a common motive to 

conspire, evidence that shows that the parallel acts were against the apparent 

individual economic self-interest of the alleged conspirators, and evidence of a high 

level of interfirm communications." Id. (internal quotation marks omitted). But a 

complaint may not state "in entirely general terms without any specification of any 

particular activities by any particular defendant." In re Elevator Antitrust Litig., 502 F.3d 

47, 50 (2d Cir. 2007) (internal quotation marks omitted). 

For courts reviewing antitrust cases, "the character and effect of a 

conspiracy are not to be judged by dismembering it and viewing its separate parts, but 

only by looking at it as a whole." United States v. Apple, Inc., 791 F.3d 290, 319 (2d Cir. 

2015) (alteration omitted) (quoting Cont'l Ore Co. v. Union Carbide & Carbon Corp., 370 

U.S. 690, 699 (1962)).
14

C. Application

Here, we conclude that plaintiffs have cast a net so wide that the claimed

antitrust conspiracy is implausible as alleged. 

As plaintiffs themselves note, the secondary market for USD SSA bonds

operates through bilateral over-the-counter transactions, with quickly expiring quotes 

acquired after extended communications with dealers. Because of its decentralized, 

opaque, and frenetic nature, the secondary market for USD SSA Bonds may indeed be 

vulnerable to manipulation by individual traders colluding on specific trades. 

But the flip side of this same coin is that the conspiracy alleged by 

plaintiffs -- a "super-desk" involving more than twenty entities in different countries as 

well as individual traders, conspiring "[e]very day, nearly all day," J. App'x at 169, 

tainting every one of their trades for some seven years -- is simply not plausible. 

Significantly, in casting this extremely wide net, plaintiffs have explicitly refused to 

plead, in the alternative, a narrower antitrust conspiracy involving only the Individual 

Defendants. Accordingly, we evaluate plaintiffs' claims as they are alleged: an antitrust 

conspiracy involving all defendants and affecting all trades with the defendants. 

In so doing, we conclude that the SAC does not allege sufficient factual 

detail to establish the plausibility of the claimed conspiracy. The SAC fails to explain 

how the conspirators were able to wield such control over the secondary market as to 

impact every trade with every defendant and yield a viable claim for every plaintiff. 
15

The SAC also fails to link each of the defendants individually to specific acts of 

anticompetitive conduct in furtherance of the conspiracy. Thus, while we agree with 

the district court that the SAC adequately alleges anticompetitive conduct on the part of 

the Individual Defendants, In re SSA Bonds Antitrust Litig., 420 F. Supp. 3d 219, 237-38 

(S.D.N.Y. 2019), we conclude that the broad conspiracy alleged by plaintiffs is simply 

not plausible. We therefore affirm the district court's dismissal of the plaintiffs' claims 

under Rule 12(b)(6) of the Federal Rules of Civil Procedure. 

Because we affirm the dismissal of plaintiffs' claims as to all defendants on 

plaintiffs' failure to plead a plausible conspiracy, we need not reach the issues of 

personal jurisdiction, venue, and jurisdictional discovery. 

* * *

For the foregoing reasons, we AFFIRM the partial final judgment of the 

district court.

FOR THE COURT:

Catherine O'Hagan Wolfe, Clerk