66822 Federal Register / Vol. 75, No. 209 / Friday, October 29, 2010 / Notices 

14 17 CFR 200.30–3(a)(12). 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as amended, is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–BX–2010–071 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–BX–2010–071. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. 

You should submit only information 

that you wish to make available 

publicly. All submissions should refer 

to File Number SR–BX–2010–071 and 

should be submitted on or before 

November 19, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–27339 Filed 10–28–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63174; File No. 4–617] 

Study on Extraterritorial Private Rights 

of Action 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Request for Comments. 

SUMMARY: Section 929Y of the DoddFrank Wall Street Reform and Consumer 

Protection Act (the ‘‘Dodd-Frank Act’’) 

directs the Securities and Exchange 

Commission (the ‘‘Commission’’) to 

solicit public comment and thereafter 

conduct a study to determine the extent 

to which private rights of action under 

the antifraud provisions of the 

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’) should be extended to 

cover transnational securities fraud. The 

Commission is soliciting comment on 

this question and on related questions. 

DATES: The Commission will accept 

comments regarding issues related to 

the study on or before February 18, 

2011. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number 4–617 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number 4–617. This file number should 

be included on the subject line if e-mail 

is used. To help us process and review 

your comments more efficiently, please 

use only one method. The Commission 

will post all comments on the 

Commission’s Internet Web site (http:// 

www.sec.gov). Comments are also 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. All comments received 

will be posted without change; we do 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

FOR FURTHER INFORMATION CONTACT: John 

W. Avery, Office of the General Counsel, 

at (202) 551–5107, or Robert Peterson, 

Office of International Affairs, at (202) 

551–6696, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549. 

SUPPLEMENTARY INFORMATION: 

I. Introduction 

In a recent decision in Morrison v. 

National Australia Bank, 130 S. Ct. 2869 

(2010), the Supreme Court significantly 

limited the extraterritorial scope of 

Section 10(b) of the Exchange Act. In 

the Dodd-Frank Act, Congress restored 

the ability of the Commission and the 

United States to bring actions under 

Section 10(b) in cases involving 

transnational securities fraud. Congress 

further directed the Commission to 

conduct a study to determine whether, 

and to what extent, private plaintiffs 

should also be able to bring such 

actions. Consideration of the Morrison 

decision and of extending the 

extraterritorial scope of the antifraud 

provisions of the Exchange Act to 

private actions raises important 

questions touching on the Commission’s 

mandate to protect investors, to 

maintain fair, orderly and efficient 

markets, and to facilitate capital 

formation. It also raises issues regarding 

international comity and the respect 

that governments afford each other 

regarding their decisions on regulation 

of their home markets. Exploration of 

these issues will also help inform how 

the Commission can best protect 

investors and the integrity of U.S. 

markets in an environment in which a 

significant volume of securities 

transactions are conducted across 

borders. 

II. Background 

In Morrison, the Supreme Court 

considered ‘‘whether § 10(b) of the 

Securities Exchange Act of 1934 

provides a cause of action to foreign 

plaintiffs suing foreign and American 

defendants for misconduct in 

connection with securities traded on 

foreign exchanges.’’ The text of the 

Exchange Act had been silent as to the 

transnational reach of Section 10(b). In 

a decision issued on June 24, 2010, the 

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Federal Register / Vol. 75, No. 209 / Friday, October 29, 2010 / Notices 66823 

1With respect to U.S. Government and 

Commission actions, the Dodd-Frank Act largely 

codified the long-standing appellate court 

interpretation of the law that had existed prior to 

the Supreme Court’s decision in Morrison by setting 

forth an expansive conducts and effects test, and 

providing that the inquiry is one of subject matter 

jurisdiction. The Dodd-Frank Act made similar 

changes to the Securities Act of 1933 and the 

Investment Advisers Act of 1940. 

2Section 929Y(a) of the Dodd-Frank Act provides 

that the Commission ‘‘shall solicit public comment 

and thereafter conduct a study to determine the 

extent to which private rights of action under the 

antifraud provisions of the Securities Exchange Act 

of 1934 (15 U.S.C. 78u–4) should be extended to 

cover: Conduct within the United States that 

constitutes a significant step in the furtherance of 

the violation, even if the securities transaction 

occurs outside the United States and involves only 

foreign investors; and conduct occurring outside the 

United States that has a foreseeable substantial 

effect within the United States.’’ 

Supreme Court said: ‘‘When a statute 

gives no clear indication of an 

extraterritorial application, it has none.’’ 

Morrison, 130 S. Ct. at 2878. ‘‘[T]here is 

no affirmative indication in the 

Exchange Act that § 10(b) applies 

extraterritorially,’’ the Court found, ‘‘and 

we therefore conclude that it does not.’’ 

Id. at 2883. Thus, the Court concluded, 

‘‘it is in our view only transactions in 

securities listed on domestic exchanges, 

and domestic transactions in other 

securities, to which § 10(b) applies.’’ Id. 

at 2884 (footnote omitted). The Court 

summarized the test as follows: 

Section 10(b) reaches the use of a 

manipulative or deceptive device or 

contrivance only in connection with the 

purchase or sale of a security listed on an 

American stock exchange, and the purchase 

or sale of any other security in the United 

States. 

Id. at 2888. 

The Morrison decision rejected longstanding precedents in most Federal 

courts of appeals that applied some 

variation or combination of an ‘‘effects’’ 

test and a ‘‘conduct’’ test to determine 

the extraterritorial reach of Section 10(b) 

of the Exchange Act. See, e.g., Alfadda 

v. Fenn, 935 F.2d 475, 478 (2d Cir. 

1991); Itoba Ltd v. LEP Group PLC, 54 

F.3d 118, 121–22 (2d Cir. 1995). The 

effects test centered its inquiry on 

whether domestic investors or markets 

were affected as a result of actions 

occurring outside the United States. 

Europe and Overseas Commodity 

Traders, S.A. v. Banque Paribas London, 

147 F.3d 118, 125 (2d Cir. 1998). See 

also Psimenos v. E.F. Hutton & Co., 722 

F.2d 1041, 1045 (2d Cir. 1983). By 

contrast, the conduct test focused ‘‘on 

the nature of [the] conduct within the 

United States as it relates to carrying out 

the alleged fraudulent scheme.’’ 

Psimenos, 722 F.2d at 1045. 

On July 21, 2010, less than a month 

after the decision in Morrison, President 

Obama signed the Dodd-Frank Act. 

Section 929P of the Dodd-Frank Act 

amended the Exchange Act to provide 

that the United States district courts 

shall have jurisdiction over an action 

brought or instituted by the Commission 

or the United States alleging a violation 

of the antifraud provisions of the 

Exchange Act involving: 

(1) Conduct within the United States 

that constitutes significant steps in 

furtherance of the violation, even if the 

securities transaction occurs outside the 

United States and involves only foreign 

investors; or 

(2) Conduct occurring outside the 

United States that has a foreseeable 

substantial effect within the United 

States.1

Under section 929Y of the DoddFrank Act, the Commission is required 

to conduct a study to determine whether 

private rights of action should be 

similarly extended. The report of the 

study must be submitted and 

recommendations made to the 

Committee on Banking, Housing, and 

Urban Affairs of the Senate and the 

Committee on Financial Services of the 

House not later than January 21, 2012. 

III. Request for Comments 

Section 929Y(a) of the Dodd-Frank 

Act directs the Commission to solicit 

public comment on whether the scope 

of the antifraud provisions of the 

Exchange Act in cases of transnational 

securities fraud should be extended to 

private rights of action to the same 

extent as that provided to the 

Commission by Section 929P, or to 

some other extent.2 Section 929Y(b) 

directs that the study shall consider and 

analyze, among other things— 

(1) The scope of such a private right 

of action, including whether it should 

extend to all private actors or whether 

it should be more limited to extend just 

to institutional investors or otherwise; 

(2) What implications such a private 

right of action would have on 

international comity; 

(3) The economic costs and benefits of 

extending a private right of action for 

transnational securities frauds; and 

(4) Whether a narrower extraterritorial 

standard should be adopted. 

Accordingly, we request comment on 

these issues and questions. We also 

encourage commenters to: 

• Propose the circumstances, if any, 

in which a private plaintiff should be 

allowed to pursue claims under the 

antifraud provisions of the Exchange 

Act with respect to a particular security 

where the plaintiff has purchased or 

sold the security outside the United 

States. Does it make a difference 

whether the security was issued by a 

U.S. company or by a non-U.S. 

company? Does it make a difference 

whether the security was purchased or 

sold on a foreign stock exchange or 

whether it was purchased or sold on a 

non-exchange trading platform or other 

alternative trading system outside of the 

United States? Does it make a difference 

whether the company’s securities are 

traded exclusively outside of the United 

States? 

• If you disagree with extending the 

test set forth in Section 929P to private 

plaintiffs, what other test would you 

propose? 

• Should there be an effects test, a 

conduct test, a combination of the two, 

or another test? 

• Address whether any such test 

should be limited only to certain types 

of private plaintiffs, such as United 

States citizens or residents, or such as 

institutional investors. How would such 

investors be defined? 

• Identify any cases that have been 

dismissed as a result of Morrison or 

pending cases in which a challenge 

based on Morrison has been filed. 

Describe the facts of the case. 

• Identify any cases brought prior to 

Morrison that likely could not have been 

brought or maintained after Morrison. 

Describe the facts of the case. 

• In Morrison, the Supreme Court 

held that in the case of securities that 

are not listed on an American stock 

exchange, Section 10(b) only reaches the 

use of a manipulative or deceptive 

device or contrivance in connection 

with the purchase or sale of a security 

in the United States. Address the 

criteria for determining where a 

purchase or sale can be said to take 

place in various transnational securities 

transactions. Discuss the degree to 

which investors know, when they place 

a securities purchase or sale order, 

whether the order will take place on a 

foreign stock exchange or on a nonexchange trading platform or other 

alternative trading system outside of the 

United States. 

• What would be the implications on 

international comity and international 

relations of allowing private plaintiffs to 

pursue claims under the antifraud 

provisions of the Exchange Act in cases 

of transnational securities fraud? 

Identify any studies that purport to 

show the effect that the extraterritorial 

application of domestic laws have on 

international comity or international 

relations. 

• Discuss the cost and benefits of 

allowing private plaintiffs to pursue 

claims under the antifraud provisions of 

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66824 Federal Register / Vol. 75, No. 209 / Friday, October 29, 2010 / Notices 

the Exchange Act in cases of 

transnational securities fraud, including 

the costs and benefits to domestic and 

international financial systems and 

securities markets. Identify any studies 

that have been conducted that purport 

to show the positive or negative 

implications that such a private right of 

action would have. 

• What remedies outside of the 

United States would be available to U.S. 

investors who purchase or sell shares on 

a foreign stock exchange, or on a nonexchange trading platform or other 

alternative trading system outside of the 

United States, if their securities fraud 

claims cannot be brought in U.S. courts? 

• What impact would the 

extraterritorial application of the private 

right of action have on the protection of 

investors? On the maintenance of fair, 

orderly and efficient markets in the 

United States? On the facilitation of 

capital formation? 

• Address any other considerations 

commenters would like to comment on 

to assist the Commission in determining 

whether to recommend changes to the 

extraterritorial scope of the antifraud 

private rights of action under the 

Exchange Act. 

By the Commission. 

Dated: October 25, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–27357 Filed 10–28–10; 8:45 am] 

BILLING CODE 8011–01–P 

SUSQUEHANNA RIVER BASIN 

COMMISSION 

Notice of Projects Approved for 

Consumptive Uses of Water 

AGENCY: Susquehanna River Basin 

Commission. 

ACTION: Notice of Approved Projects. 

SUMMARY: This notice lists the projects 

approved by rule by the Susquehanna 

River Basin Commission during the 

period set forth in DATES. 

DATES: September 1, 2010, through 

September 30, 2010. 

ADDRESSES: Susquehanna River Basin 

Commission, 1721 North Front Street, 

Harrisburg, PA 17102–2391. 

FOR FURTHER INFORMATION CONTACT: 

Richard A. Cairo, General Counsel, 

telephone: (717) 238–0423, ext. 306; fax: 

(717) 238–2436; e-mail: rcairo@srbc.net 

or Stephanie L. Richardson, Secretary to 

the Commission, telephone: (717) 238– 

0423, ext. 304; fax: (717) 238–2436; email: srichardson@srbc.net. Regular 

mail inquiries may be sent to the above 

address. 

SUPPLEMENTARY INFORMATION: This 

notice lists the projects, described 

below, receiving approval for the 

consumptive use of water pursuant to 

the Commission’s approval by rule 

process set forth in 18 CFR 806.22(e) 

and 18 CFR 806.22(f) for the time period 

specified above: 

Approvals By Rule Issued Under 18 

CFR 806.22(e) 

1. Hazleton Creek Properties, LLC; 

Hazleton Creek Properties, LLC—Mine 

Reclamation Site, ABR–201009108, 

Hazleton City, Luzerne County, Pa.; 

Consumptive Use of up to 0.055 mgd; 

Approval Date: September 10, 2010. 

Approvals By Rule Issued Under 18 

CFR 806.22(f) 

1. Chesapeake Appalachia, LLC, Pad 

ID: Vera, ABR–201009001, Fox 

Township, Sullivan County, Pa.; 

Consumptive Use of up to 7.500 mgd; 

Approval Date: September 3, 2010. 

2. Chief Oil & Gas LLC, Pad ID: Allen 

Drilling Pad #1, ABR–201009002, 

Asylum Township, Bradford County, 

Pa.; Consumptive Use of up to 2.000 

mgd; Approval Date: September 3, 2010. 

3. Anadarko E&P Company LP, Pad 

ID: Plants Evergreen Farm Pad A, ABR– 

201009003, Cascade Township, 

Lycoming County, Pa.; Consumptive 

Use of up to 3.000 mgd; Approval Date: 

September 3, 2010. 

4. EOG Resources, Inc., Pad ID: 

OBERKAMPER Pad, ABR–201009004, 

Springfield Township, Bradford County, 

Pa.; Consumptive Use of up to 4.999 

mgd; Approval Date: September 3, 2010. 

5. EOG Resources, Inc., Pad ID: 

ROBBINS Pad, ABR–201009005, 

Springfield Township, Bradford County, 

Pa.; Consumptive Use of up to 4.999 

mgd; Approval Date: September 3, 2010. 

6. Pennsylvania General Energy Co. 

LLC, Pad ID: Shannon Todd Pad A, 

ABR–201009006, Todd Township, 

Huntingdon County, Pa.; Consumptive 

Use of up to 3.000 mgd; Approval Date: 

September 3, 2010. 

7. Chesapeake Appalachia, LLC, Pad 

ID: Alberta, ABR–201009007, Albany 

Township, Bradford County, Pa.; 

Consumptive Use of up to 7.500 mgd; 

Approval Date: September 3, 2010. 

8. EOG Resources, Inc. Pad ID: 

MULLALY Pad, ABR–201009008, 

Ridgebury Township, Bradford County, 

Pa.; Consumptive Use of up to 4.999 

mgd; Approval Date: September 3, 2010. 

9. Chesapeake Appalachia, LLC, Pad 

ID: SGL 289B, ABR–201009009, West 

Burlington Township, Bradford County, 

Pa.; Consumptive Use of up to 7.500 

mgd; Approval Date: September 3, 2010. 

10. Cabot Oil & Gas Corporation, Pad 

ID: King P1, ABR–201009010, Dimock 

Township, Susquehanna County, Pa.; 

Consumptive Use of up to 3.575 mgd; 

Approval Date: September 3, 2010. 

11. Chesapeake Appalachia, LLC, Pad 

ID: Stoudt, ABR–201009011, Overton 

Township, Bradford County, Pa.; 

Consumptive Use of up to 7.500 mgd; 

Approval Date: September 3, 2010. 

12. EOG Resources, Inc. Pad ID: GHC 

Pad A, ABR–201009012, Lawrence 

Township, Clearfield County, Pa.; 

Consumptive Use of up to 4.999 mgd; 

Approval Date: September 3, 2010. 

13. Anadarko E&P Company LP, Pad 

ID: COP Tract 685 Pad C, ABR– 

201009013, Cummings Township, 

Lycoming County, Pa.; Consumptive 

Use of up to 3.000 mgd; Approval Date: 

September 3, 2010, including a partial 

waiver of 18 CFR 806.15. 

14. Talisman Energy USA Inc., Pad 

ID: 03 003 Vanblarcom, ABR– 

201009014, Columbia Township, 

Bradford County, Pa.; Consumptive Use 

of up to 6.000 mgd; Approval Date: 

September 3, 2010. 

15. EXCO Resources (PA), LLC, Pad 

ID: Litke 1H, 2H, ABR–20090425.1, 

Burnside Township, Centre County, Pa.; 

Consumptive Use of up to 4.000 mgd; 

Approval Date: September 4, 2010, 

including a partial waiver of 18 CFR 

806.15. 

16. EXCO Resources (PA), LLC, Pad 

ID: Litke (7H & 8H), ABR–20090426.1, 

Burnside Township, Centre County, Pa.; 

Consumptive Use of up to 4.000 mgd; 

Approval Date: September 4, 2010, 

including a partial waiver of 18 CFR 

806.15. 

17. Talisman Energy USA Inc., Pad 

ID: 05 035 Antisdel, ABR–201009015, 

Warren and Windham Townships, 

Bradford County, Pa.; Consumptive Use 

of up to 6.000 mgd; Approval Date: 

September 7, 2010. 

18. Talisman Energy USA Inc., Pad 

ID: 05 036 Antisdel, ABR–201009016, 

Warren Township, Bradford County, 

Pa.; Consumptive Use of up to 6.000 

mgd; Approval Date: September 7, 2010. 

19. Talisman Energy USA Inc., Pad 

ID: 03 011 Eick, ABR–201009017, 

Columbia Township, Bradford County, 

Pa.; Consumptive Use of up to 6.000 

mgd; Approval Date: September 7, 2010. 

20. Talisman Energy USA Inc., Pad 

ID: 03 028 Jennings, ABR–201009018, 

Wells Township, Bradford County, Pa.; 

Consumptive Use of up to 6.000 mgd; 

Approval Date: September 7, 2010. 

21. Talisman Energy USA Inc., Pad 

ID: 03 073 Ritz, ABR–201009019, 

Columbia Township, Bradford County, 

Pa.; Consumptive Use of up to 6.000 

mgd; Approval Date: September 7, 2010. 

22. Ultra Resources, Inc., Pad ID: State 

811, ABR–201009020, Elk Township, 

Tioga County, Pa.; Consumptive Use of 

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