Alaska Elec. Pension Fund v. Bank of Am. Corp.

306 F. Supp. 3d 610
CourtDistrict Court, S.D. Illinois
DecidedFebruary 2, 2018
Docket14–CV–7126 (JMF)
StatusPublished
Cited by10 cases

This text of 306 F. Supp. 3d 610 (Alaska Elec. Pension Fund v. Bank of Am. Corp.) is published on Counsel Stack Legal Research, covering District Court, S.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Alaska Elec. Pension Fund v. Bank of Am. Corp., 306 F. Supp. 3d 610 (S.D. Ill. 2018).

Opinion

JESSE M. FURMAN, United States District Judge *615In this putative class action, familiarity with which is presumed, Plaintiffs-several *616institutional investors-allege that Defendants, some of the world's largest banks, illegally manipulated the U.S. Dollar ISDAfix ("ISDAfix"), a benchmark interest rate incorporated into a broad range of financial derivatives. See generally Alaska Elec. Pension Fund v. Bank of Am. Corp. , 175 F.Supp.3d 44 (S.D.N.Y. 2016).1 Defendants previously moved to dismiss Plaintiffs' claims pursuant to Rule 12(b) of the Federal Rules of Civil Procedure. In an Opinion and Order entered on March 28, 2016, the Court largely denied that motion, dismissing only a narrow slice of Plaintiffs' state-law claims. See id. Most relevant for present purposes, the Court held that Plaintiffs had standing to bring their claims under the Sherman Act, 15 U.S.C. §§ 1 et seq. -specifically, "antitrust standing." See id. at 56-61. Thereafter, Plaintiffs filed the Second Consolidated Amended Class Action Complaint. (Docket No. 387 ("SAC") ).

Defendants now bring another Rule 12(b)(6) motion. (Docket No. 396). Relying primarily on two Second Circuit decisions decided after this Court's prior Opinion, Defendants contend that Plaintiffs lack antitrust standing with respect to a subset of the antitrust claims alleged in the SAC. (See Docket No. 397 ("Defts.' Joint Mem."), at 1-4). Two Defendants-Nomura Securities and Wells Fargo-move separately to dismiss Plaintiffs' state-law breach-of-contract and unjust-enrichment claims against them. (Docket Nos. 398 & 401). Finally, responding in part to Nomura Securities's motion, Plaintiffs move to amend their complaint to add Nomura Global Financial Products, Inc. ("NGFP") as a Defendant. (Docket No. 417 ("Pls' Mot. to Amend") ). For the reasons discussed below, Defendants' joint motion to dismiss is DENIED; Nomura Securities's motion is GRANTED; Plaintiffs' motion to amend is also DENIED; and Wells Fargo's motion is DENIED in part and GRANTED in part.

BACKGROUND

The relevant background is set forth at length in the Court's prior Opinion and Order, see Alaska Elec. Pension Fund , 175 F.Supp.3d at 50-52, and will not be repeated here. To the extent these motions implicate additional facts, laid out below, those facts are taken from the SAC, documents referenced therein, and matters of which the Court can take judicial notice. For purposes of this motion, the SAC's allegations are assumed to be true and are viewed in the light most favorable to Plaintiffs as the non-moving parties. See, e.g. , Kleinman v. Elan Corp. , 706 F.3d 145, 152 (2d Cir. 2013) ; Chambers v. Time Warner, Inc. , 282 F.3d 147, 153 (2d Cir. 2002).

In brief, Plaintiffs bring claims under the Sherman Act, 15 U.S.C. §§ 1 et seq. , and, under state law, for breach of contract and unjust enrichment. They allege that Defendants-large banks that dominate the market for interest-rate derivatives and set ISDAfix rates (collectively, the "Defendant Banks"), and ICAP Markets LLC ("ICAP"), an interdealer broker that served, until January 26, 2014, as the administrator in charge of setting the ISDAfix rates-engaged in a longstanding conspiracy to manipulate ISDAfix rates so as to extract higher profits from interest rate swaps and "swaptions." (See SAC

*617¶¶ 1-25). Specifically, Plaintiffs allege that the Defendant Banks conspired by (1) agreeing to "rubberstamp" the ISDAfix reference rate posted daily by ICAP at 11:02 a.m. (id. ¶¶ 14-15, 115); (2) manipulating the reference rate itself by flooding the swaps market with interdealer transactions just before 11 a.m. to achieve the desired rate-a process known as "banging the close" (id. ¶¶ 158, 160-61); and (3) having ICAP simply set the reference rate at a predetermined level when "banging the close" failed to achieve the desired rate. (Id. ¶¶ 150 n.70).

As noted, Defendants previously moved to dismiss Plaintiffs' claims under Section One of the Sherman Act, 15 U.S.C. § 1. (Docket No. 173). To the extent relevant here, Defendants argued that Plaintiffs lacked "antitrust standing"-specifically, that they failed to allege "antitrust injury" and to demonstrate that they are "efficient enforcers" of the antitrust laws. (Id. at 19-30). The Court rejected those arguments, see Alaska Elec. Pension Fund , 175 F.Supp.3d at 56-61, and, based on that ruling, Defendants do not challenge here the sufficiency of Plaintiffs' antitrust allegations with respect to two categories of transactions in the SAC: ISDAfix transactions (defined as all transactions whose payment or value is linked to ISDAfix rates (SAC ¶ 1 n.1) ); and "vanilla swaps" traded in the "interdealer market," which the Defendant Banks allegedly used to "bang the close." (See Defts.' Joint Mem. 8 n.4, 8-10).2 Instead, relying on the Second Circuit's decisions in In re Aluminum Warehousing Antitrust Litigation ("Aluminum I "), 833 F.3d 151, 158 (2d Cir. 2016), and Gelboim v. Bank of America Corp. , 823 F.3d 759, 771 (2d Cir. 2016), Defendants move to dismiss Plaintiffs' antitrust claims with respect to a purported "third category" of transactions: vanilla swaps transacted outside the "interdealer market"-or "non-interdealer swaps." (Id. at 10-12).

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Bluebook (online)
306 F. Supp. 3d 610, Counsel Stack Legal Research, https://law.counselstack.com/opinion/alaska-elec-pension-fund-v-bank-of-am-corp-ilsd-2018.