Liu Meng-Lin v. Siemens AG
763 F.3d 175
| 2d Cir. | 2014Background
- Plaintiff Liu, a Taiwanese citizen, was a compliance officer for Siemens China (a Chinese subsidiary of German Siemens AG, which had NYSE-listed shares). He discovered alleged improper payments in China and North Korea and reported them internally.
- Liu alleges Siemens progressively stripped his authority, demoted him, and ultimately fired him in retaliation for his internal reporting; all relevant events occurred outside the U.S.
- Two months after termination Liu reported the alleged Foreign Corrupt Practices Act violations to the SEC and then sued in SDNY under Dodd-Frank’s whistleblower antiretaliation provision, 15 U.S.C. § 78u-6(h).
- Siemens moved to dismiss under Rule 12(b)(6), arguing (1) the antiretaliation provision does not apply extraterritorially, and (2) Liu’s disclosures were not “required or protected” as the statute demands.
- The district court dismissed with prejudice on both grounds; the Second Circuit affirmed solely on the extraterritoriality ground, holding the statute does not reach purely foreign conduct.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Dodd-Frank § 78u-6(h) applies extraterritorially | Liu: Siemens’ NYSE listing subjects it worldwide to U.S. securities laws, so antiretaliation protection covers his foreign employment | Siemens: Provision has no extraterritorial reach; Liu’s conduct and harm occurred entirely abroad | Held: Statute does not apply extraterritorially; dismissal affirmed |
| Whether other Dodd-Frank provisions or SEC rules show congressional intent to reach foreign conduct | Liu: §929P(b), bounty rule, and SEC regulations imply extraterritorial scope for whistleblower protections | Siemens: Those provisions are limited, unrelated, or insufficient to overcome presumption against extraterritoriality | Held: Related provisions/regulations do not provide the clear, affirmative indication required to overcome the presumption |
| Whether generic statutory language (“no employer”) rebuts presumption against extraterritoriality | Liu: Broad language covers all employees including foreign ones | Siemens: Generic terms are insufficient under Supreme Court precedent | Held: Generic language insufficient; presumption stands |
| Whether complaint alleged sufficient U.S. contacts to make application domestic | Liu: NYSE listing is a U.S. contact | Siemens: Listing is a fleeting connection; no meaningful domestic conduct alleged | Held: Facts show essentially no U.S. contacts; application would be extraterritorial |
Key Cases Cited
- Morrison v. National Australia Bank Ltd., 561 U.S. 247 (domestic-transaction test; presumption against extraterritoriality)
- Kiobel v. Royal Dutch Petroleum Co., 569 U.S. 108 (presumption against extraterritoriality requires clear indication to rebut)
- EEOC v. Arabian American Oil Co., 499 U.S. 244 (statutes presumed domestic absent contrary intent)
- Ashcroft v. Iqbal, 556 U.S. 662 (plausibility standard for pleadings)
- Norex Petroleum Ltd. v. Access Indus., Inc., 631 F.3d 29 (Second Circuit on extraterritoriality presumption)
- United States v. Weingarten, 632 F.3d 60 (Second Circuit requiring clear indication for extraterritorial reach)
- General Dynamics Land Systems, Inc. v. Cline, 540 U.S. 581 (Chevron deference only when legislative intent unclear)