In Re Royal Bank of Scotland Group PLC Securities Litigation, 765 F. Supp. 2d 327

Consolidated securities class action against RBS and affiliates alleging misstatements about subprime exposure and ABN AMRO acquisition-related risks.
Plaintiffs include Co-Lead MassPRIM and MissPERS for ordinary shares and Freeman Group for preferred shares; class periods span 2007–2009 for ordinary shares and related preferred offerings.
Defendants include RBS, its executives, underwriters, and certain international underwriters; plaintiffs allege false statements and omissions inflated share prices and misvalued goodwill.
Supreme Court Morrison v. National Australia Bank Foundation introduced a transactional test limiting extraterritorial reach of U.S. securities laws, affecting Morrison’s application to this case.
Court granted supplemental Morrison briefing and later dismissed multiple claims with prejudice; MassPRIM and MissPERS were dismissed for lack of standing.
Remaining issues focus on whether ordinary-share and ADR-based claims survive Morrison-based analysis and whether Exchange Offer/Rights Issue claims fall outside the Securities Act’s extraterritorial reach.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Does Morrison bar the ordinary-share Exchange Act claims?	MassPRIM/MissPERS-type purchasers in US purchases implicate Section 10(b).	Morrison requires a domestic transaction; foreign-listed shares and ADRs fall outside Section 10(b).	Yes; Morrison forecloses these Exchange Act claims for ordinary shares.
Do Morrison principles apply to ADR claims arising from NYSE-traded ADRs?	ADRs are linked to underlying US-based transactions and should be actionable.	Plaintiffs lack standing because they did not purchase ADRs; Morrison supports dismissal.	ADR claims dismissed for lack of standing consistent with Morrison.
Are Exchange Offer and Rights Issue claims under the Securities Act extraterritorial and thus dismissible under Morrison?	Securities Act claims are viable where shares were offered/listed in the US or purchased in US.	Exchange Offer and Rights Issue involved foreign-listed shares and non-US transactions; Morrison controls.	Dismissed; Morrison applies to these claims.
Do MassPRIM and MissPERS retain standing to pursue remaining preferred-share claims?	MassPRIM/MissPERS should proceed on their remaining preferred-share claims.	Lead plaintiffs lack standing since they purchased only ordinary shares; dismissal appropriate.	Yes; MassPRIM and MissPERS dismissed with prejudice for lack of standing.

Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010) (transactional test limits extraterritorial reach of §10(b))
In re European Aeronautic Def. & Space Co. Sec. Litig., 703 F. Supp. 2d 348 (S.D.N.Y. 2010) (ADRs and domestic claims standing considerations)
Copeland v. Fortis, 685 F. Supp. 2d 498 (S.D.N.Y. 2010) (transactional approach to extraterritorial securities actions)
In re Lehman Bros. Sec. & ERISA Litig., 684 F. Supp. 2d 485 (S.D.N.Y. 2010) (disposition of multiple offerings in securities actions)
Anwar v. Fairfield Greenwich Ltd., 728 F. Supp. 2d 372 (S.D.N.Y. 2010) (territorial reach and domestic transactions analysis)
Terra Sec. ASA Konkursbo v. Citigroup, Inc., 740 F. Supp. 2d 441 (S.D.N.Y. 2010) (extraterritorial reach under Morrison framework)
Sgalambo v. McKenzie, 739 F. Supp. 2d 453 (S.D.N.Y. 2010) (dismissing securities fraud claims where claims fall outside domestic transactions)
Cornwell v. Credit Suisse Grp., 729 F. Supp. 2d 620 (S.D.N.Y. 2010) (foreign trades not covered by §10(b) absent domestic transaction)