CAVELLO BAY REINSURANCE LIMITED, Plaintiff-Appellant, v. KENNETH SHUBIN STEIN, SPENCER CAPITAL LIMITED, FKA SPENCER CAPITAL HOLDINGS LTD., SPENCER CAPITAL HOLDINGS LTD., Defendants-Appellees., 986 F.3d 161

Summary

HOLDINGS: [1]-The transaction arguably took place in the United States, although the place of transaction was difficult to locate, and impossible to do without making state law; [2]-The Bermudan buyer provided no reason to think an SEC registration requirement triggered some U.S. interest or other interest that the statute was meant to protect; [3]-The transaction implicated only the interests of two foreign companies and Bermuda; [4]-The Bermudan buyer failed to plead a domestic application of § 10(b).