ORDER DENYING DEFENDANTS’ JOINT DISPOSITIVE MOTION REGARDING INDIRECT PURCHASER CLAIMS BASED ON FOREIGN SALES
On July 29, 2011, the Court heard argument on defendants’ joint dispositive motion regarding indirect purchaser claims based on foreign sales. Having considered the moving papers and the arguments of the parties, and for good cause appearing, the Court hereby DENIES defendants’ motion.
BACKGROUND
This antitrust class action stems from allegations of a global price-fixing conspir
Defendants are the major global manufacturers of LCD panels and their subsidiaries. TAC at ¶ 121 (“[T]he top six companies (Samsung, LGD, Chi Mei, AU Optronics, Sharp and Chunghwa) currently control in excess of 80% of the LCD panels market.”). Although some defendants have sales offices in the United States, their business operations are primarily located in Japan, Korea, and Taiwan. TAC at ¶¶ 56-86. Defendants manufacture their LCD panels overseas, at which point the panels are sold and assembled into finished products. Some defendants, through their subsidiaries, sell end-user devices directly to consumers. See, e.g., TAC at ¶ 127 (“[A] number of the defendants are also computer and/or television OEMs, such as Toshiba and Samsung (cоmputers) and Samsung, Hitachi, and Toshiba (televisions).”). The majority do not.
Plaintiffs are a class of retail consumers who purchased products containing TFT-LCD panels in the United States.
See Class Certification Order,
Plaintiffs’ TAC alleges that defendants conspired to fix prices of TFT-LCD panels between 1999 and 2006. According to the TAC, defendants’ high-level executives held a series of secret meetings at which they discussed prices for and production levels of LCD panels. See TAC at ¶¶ 138— 44. Although these meetings primarily took place in Taiwan, plaintiffs also allege that a significant amount of anticompetitive conduct took place elsewhere, including within the United States. Plaintiffs claim that the antitrust conspiracy produced artificially high prices for TFT-LCD panels, and that this overcharge was “passed through” to consumers, causing end-users to pay inflated prices in the United States for electronic items that contained LCD panels. TAC at ¶ 212 (“The entire overcharge for LCD panels at issue was passed on to plaintiffs and members of the indirect-purchaser class.”). Plaintiffs’ TAC includes a claim under the Sherman Act, as well claims brought under the antitrust, unfair competition, and unjust enrichment laws of a number of states. TAC at ¶¶ 270-312.
Defendants now seek to dispose of a significant portion of plaintiffs’ lawsuit. Defendants argue that the majority of their panel sales took place entirely in foreign commerce. They claim that, to the extent they did not sell their LCD рanels directly to United States consumers or
LEGAL STANDARD
For the reasons set forth below, the Court finds that defendants’ motion is properly heard as a motion for summary judgment. Summary judgment is proper if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.
See
Fed.R.Civ.P. 56(a). The moving party bears the initial burden of demonstrating the absence of a genuine issue of material fact.
Celotex Corp. v. Catrett, 477
U.S. 317, 323,
Once the moving party hаs met its burden, the burden shifts to the non-moving party to “set out ‘specific facts showing a genuine issue for trial.’ ”
Id.
at 324,
In deciding a summary judgment motion, the Court must view the evidence in the light most favorable to the non-moving party and draw all justifiable inferences in its favor.
Id.
at 255,
DISCUSSION
Defendants’ motion is based on the Foreign Trade Antitrust Improvements Act of 1982 (“FTAIA”), 15 U.S.C. § 6a. Congress passed the FTAIA in an effort to limit the application of American antitrust laws to foreign anticompetitive conduct when that conduct caused no injury to consumers in the United States.
See Hartford Fire Ins. v. California,
As has often been noted, the FTAIA operates in a peculiar fashion. It establishes a general rule that the Sherman Act does “not apply to conduct involving trade or commerce (other than import trade or import commerce) with foreign nations ....” 15 U.S.C. § 6a. It also creates what is known as the “domestic injury” exception to this general rule; foreign anticompetitive conduct is still subject to the Sherman Aсt when it “(1) has a direct, substantial, and reasonably foreseeable effect on domestic commerce, and (2) such effect gives rise to a Sherman Act claim.”
In their motion, defendants assert that the FTAIA bars plaintiffs’ Sherman Act claim because their lawsuit concerns “trade or commerce ... with foreign nations.” They also argue that the domestic injury exception to the FTAIA does not apply to this case. Finally, defendants argue that plaintiffs’ state-law claims must also be dismissed because the FTAIA operates to constrain state antitrust laws from regulating where federal law does not.
I. Applicable Legal Standard
Before turning to the merits of this dispute, the Court must first determine the proper standard for evaluating defendants’ motion. Defendants argue that courts have treated the FTAIA as a jurisdiction-stripping provision, and that their motion is therefore properly heard as a motion to dismiss for lack of subject matter jurisdiction under Federal Rule of Civil Procedure 12(b)(1).
See, e.g., United States v. LSL Biotechnologies,
Plaintiffs, on the other hand, claim that the FTAIA does not affect the subject matter jurisdiction of the federal courts. Instead, plaintiffs argue that the FTAIA establishes nothing more than an additional element of a Sherman Act claim. Thus, plaintiffs claim that the FTAIA question is properly resolved under a summary-judgment standard.
See DRAM,
Until recently, this question was settled within the Ninth Circuit. In 2004, the Ninth Circuit treated the FTAIA as a jurisdictional provision, requiring the plaintiffs to prove by a preponderance of the evidence that subject-matter jurisdiction existed.
See LSL Biotechnologies,
After the Ninth Circuit decided
LSL Biotechnologies,
however, the Supreme Court issued its opinion in
Arbaugh v. Y & H Corp.,
Since
Arbaugh,
a number of courts, including the Ninth Circuit,
1
have faced the question of what standard applies to FTAIA claims. The Third Circuit is the only appellate court to directly address the issue. In
Animal Science Products, Inc. v. China Minmetals Corp.,
The Court agrees with the Third Circuit that the FTAIA does not implicate
Accordingly, the Court concludes that the FTAIA is not jurisdictional, and therefore treats defendants’ motion as one for summary judgment.
II. The Domestic Effects Exception to the FTAIA
As mentioned above, the FTAIA excludes foreign anticompetitive conduct from the Sherman Act’s reach unless it “(1) has a direct, substantial, and reasonably foreseeable effect on domestic commerce, and (2) such effect gives rise to a Sherman Act claim.”
DRAM,
The facts underlying defendants’ motion are largely undisputed.
3
Defendants manufacture all of their TFT-LCD panels outside of the United States.
See
Declaration of Po-Chang Hung (“Hung Deck”), ¶3 (stating that Chimei “manufactures TFT-LCD panels solely in Asia”); Declaration of Heon Seong Kim (“Kim Deck”), ¶ 3 (stating that Samsung “has never manufactured TFT-LCD panels in the United States”); Declaration of Davis Lee (“Lee Deck”), ¶ 2 (“Since its creation in 1999 to the present, LG Display has manufactured all of its TFT-LCD panels outside of the United States”); Declaration of Arthur Lu (“Lu Deck”), ¶2 (stating that HannStar
According to defendants, the vast majority of the LCD panels they sold during the alleged conspiracy took this final route into the United States. According to declarations submitted by current and former employees of defendants, defendants sold the majority of their LCD panels to foreign companies, either foreign original design manufacturers (“ODMs”), foreign system integrators (“Sis”), foreign original equipment manufacturers (“OEMs”), or foreign affiliates of the U.S. company that would eventually sell the finished product. See Hung Deck, ¶¶5-8, 11-13 (stating that Chimei sold panels directly to foreign ODMs, HP affiliates, or Dell affiliates); Kim Deck, ¶ 7 (stating that “[vjirtually all of Samsung’s TFT-LCD panel sales to HP, and the vast majority of Samsung’s sales to Dell,” were invoiced and shipped to “foreign affiliates, ODMs, or system integrators” outside the United States); Declaration of Y.R. Sohn (“Sohn Deck”), ¶¶ 11, 19 (stating that 85% of Samsung’s panel sales to Dell, and 99.9% of its sales to HP, were to an entity based outside the United States); Sasaki Deck, ¶¶ 4, 8 (stating that Sharp’s sales of LCD panels to third pаrties primarily occurred with Japanese companies or other companies in Asia); Lee Deck, ¶3 (stating that LG “sells its TFT-LCD panels to [OEMs, Sis, and ODMs], all of which were and are located outside the United States” and that “OEMs based in the United States rarely purchase panels from LG Display directly”); Lu Deck, ¶ 3 (“During the relevant period, HannStar had only de minim is transactions in which it both shipped to and invoiced TFT-LCD panels to entities in the United States.”).
Once the LCD panels were sold to the foreign entities, they were then generally incorporated into finished products at foreign manufacturing facilities. See, e.g., Knox Deck, Exh. 2 at 49-60 (testimony describing Dell manufacturing process, in which Dell affiliates in Ireland and Malaysia purchased panels and assembled notebook computers destined for United States); Knox Deck, Exh. 3 at 70-73 (HP representative testifying that, with limited exceptions, HP did not purchasе or receive panels from defendants); Knox Deck, Exh. 4 at 53 (testimony that, with limited exceptions, there were no occasions where “TFT-LCD panels were shipped directly to Compaq in the United States for use in notebook computers”). Only after the LCD products were assembled abroad were the finished products sold to American OEMs and imported into the United States. See Knox Deck, Exh. 2 at 29 (testimony that Dell takes title to notebooks outside the United States and is the importer of record). Defendants claim that “[d]uring the class period, at least 90% of Defendants’ LCD panels were delivered to the buyer at a foreign location.” Motion at 6.
For example, one declaration provided by Chimei’s Deputy Director of Sales describes Chimei’s sales of LCD panels to HP and Dell. It states that “[u]ntil approx
Defendants emphasize that this production chain meant that the panels were almost always sold multiple times before they entered the United States — “once when manufacturers sold panels to foreign ODMs, Sis, or OEMs, and once more when those entities sold the finished products they had assembled.” Motion at 7. The panels might be sold more often, depending on how the manufacturing process was structured. See, e.g., Knox Deck, Exh. 4 at 112. Defendants summarize this process through a description of the possible steps through which they claim most indirect purchasers obtained defendants’ LCD panels:
1. Foreign LCD manufacturers — primarily Korean, Taiwanese or Japanese companies such as Defendants — manufactured LCD panels in their overseas facilities;
2. The foreign LCD manufacturers sold LCD panels to foreign ODMs or Sis (such as TPV, Compal or Wistron), either directly or via an intermediate sale, e.g. to a foreign OEM (such as a Dell or HP foreign affiliate);
3. The foreign ODMs or Sis assembled finished products (such as televisions, monitors or notebook computers) in overseas facilities using the LCD panels they purchased from the foreign LCD panel manufacturers;
4. The foreign ODMs or Sis sold the finished products to brand-name electronics companies, including foreign OEMs such as Acer, Asus and Proview and historically U.S.-based OEMs, such as Dell or HP, or their foreign affiliates;
5. These domestic or foreign OEMs imported the finished products into various countries around the world, including the United States;
6. The OEMs sold the LCD televisions, computer monitors, and notebook computers to distributors, to retailers such as Best Buy or Walmart, or directly to end consumers, e.g., via the Internet;
7. The retailers sold the finished LCD products to end consumers in the individual states, including presumably the IPPs (or the distributorssold to retailers, that in turn sold to the end consumers).
Motion at 7-8.
Based on this description of the manufacturing process for LCD products, defendants claim that the U.S. economy cannot be said to have been “directly affected” by the alleged conspiracy. Rather, defendants assert that the only “direct” effects of the conspiracy occurred overseas, and that the effects on the U.S. economy are at most “ripple effects” radiating outward from the initial overcharge.
See, e.g., In re Intel Corp. Microprocessor Antitrust Litig.,
Plaintiffs largely do not contest defendants’ description of the complex manufаcturing chain for most TFT-LCD products. Instead, they argue that defendants’ conduct had a direct effect on the United States economy because the conspiracy was deliberately targeted at the United States. See, e.g., Clayton Decl., Exh. 30 (deposition testimony of Chimei President, affirming his statement in plea agreement that the “primary purpose” of the conspiracy was to “fix the price of certain TFT-LCD sold in the United States and elsewhere”), Exh. 37 (same for Chunghwa Vice President), Exh. 45 (same for LG Vice President), Exh. 56 (testimony of LG employee that LG understood panels used in Dell products would be sold in the United States). Plaintiffs point out that the United States is the largest market for LCD products. See, e.g., Clayton Decl., Exh. 5 (Samsung presentation noting that “[t]he United States will remain the leading geography in the marketplace, in terms of both volume and revenue”); Clayton Deck, Exh. 37 (testimony of Chunghwa Vice President that most of its panels go to the United States). Further, many defendants had American subsidiaries and U.S.based employees that they used to market and sell their products specifically to American companies. See, e.g., Clayton Deck, Exh. 1-3 (AUO reports documenting sales visits to American customers). In fact, one AUO trip report suggests that it leveraged its American subsidiary to help it tailor its products for its American customers. See Clayton Deck, Exh. 4 (presentation discussing possibility of using “AUO of America” to “ensure that AUO displays are designed into new opportunities rather than competitive LCDs”).
Defendants also used their American employees in furtherance of the conspiracy.
See, e.g.,
Clayton Deck, Exh. 10 at 16 (email directing Sharp U.S. employee to “[p]lease check on U.S. side and let us know OUR COMPETITORS’ PRICING for [APRJ-JUN with your comments”), Exh. 11 (email from Hitachi U.S. employee, discussing competitors’ pricing), Exh. 32 (discussing emаil in which Chimei U.S. employee is instructed to “talk with LG person to raise up the price before submit pricing to Apple”), Exh. 56 (deposition testimony that Samsung employee directed Samsung U.S. employee to get pricing information from competitors), Exh. 59 (Sharp employee describing emailing his superiors in Japan pricing information learned from discussions with competitors). As additional evidence that defendants’ actions were targeted at the United States, plaintiffs point out that defendants monitored “street prices” of their customers’ goods to inform their price-fixing strategy. Clayton Deck, Exh. 13 (discussing meeting between LG and Samsung, and noting that “[pjanel price increase is directly linked to the street price increase of the set”), Exh. 14 (email discussing decision between LG and Sharp to “collude on prices around $650 for 32W” which would “allow retail positioning of $1999 in the North American market”), Exh. 15 (declaration of Chunghwa employee that he monitored “street prices” because that in
Further, plaintiffs emphasize the relationship defendants had with the largest U.S. OEMs, such as Dell and HP. These relationships took place in large part within the United States. See, e.g., Clayton Deck, Exh. 44 (LG employee discussing meetings with Dell personnel in Austin), Exh. 47 (same), Exh. 72 (Dell employee discussing monthly meetings in Austin with suppliers); Declaration of Timothy Tierney, ¶ 5 (“The negotiations with the panel suppliers over the quantity and price of HP’s purchases took place primarily or completely in the United States.”); see also Knox Deck, Exhs. 9-12 (contracts between various defendants and HP аnd Dell containing U.S. choice-of-law clauses). One document produced by plaintiffs illustrates the degree to which the conspiracy was focused on American OEMs. In the document, a Hitachi U.S. employee writes: “Dell plan[s] to continually drive down the price of their products to gain overall marketshare.... The reality is that senior mgmt at Dell will continue to drive the cost targets until the market makes them stop (until everyone says no and they have no suppliers willing to sell at requested targets.). It is that simple. I have talked with DBU, LG, SAM, and Sharp and everyone agrees with this.” Clayton Deck, Exh. 6; see also Clayton Deck, Exh. 55 (Samsung employee describing communications with competitors during Dell’s monthly electronic bidding auctions); Clayton Deck, Exh. 9 (email discussing information exchange between Chimei and AUO regarding HP price offers).
Finally, plaintiffs highlight the guilty pleas of many companies and executives involved in the price-fixing conspiracy, and to their admissions that the conspiracy was targeted at the United States. See, e.g., Joint Sentencing Memorandum, Master Docket No. 1508 (February 2, 2010) (Chimei); Joint Sentencing Memorandum, Master Docket No. 1900 (July 22, 2010) (HannStar); Joint Sentencing Memorandum, Master Docket No. 1000 (May 20, 2009) (Hitachi); Joint Sentencing Memorandum, Master Docket No. 749 (December 8, 2008)(LG); Joint Sentencing Memorandum, Master Docket No. 750 (December 8, 2008) (Sharp). Plaintiffs also point out that many of defendants’ witnesses have pleaded the Fifth — allowing for an adverse inference — and that the declarations defendants have submitted in support of their motion are largely from individuals who have admitted to price fixing.
Plaintiffs claim that the collusive activity outlined above had undeniably direct effects on the United States. They argue that the inflated prices of LCD panels were “passed through” to American consumers, regardless of how the LCD panels ultimately found their way into the United States.
See, e.g., Class Certification Order,
The Court agrees with plaintiffs’ construction of the “domestic injury” exception to the FTAIA. At bottom, defendants’ proposed definition of “direct effect” is too narrow. In price-fixing cases such as this one, defendants would limit a “direct effect” to the financial harm caused by the first sale of a price-fixed product. Placing such a limit on the FTAIA’s domestic injury exception would all but eviscerate the distinction between the “domestic injury” exception and “import commerce,” which is not subject to the FTAIA.
Cf. Minn-Chem,
Further, adopting a definition of “direct” under which only the first sale of a product could satisfy the standard would exclude from the Sherman Act’s reach a significant amount of anticompetitive conduct that has real consequences for American consumers. As this case illustrates, modern manufacturing takes place on a global scale. The Court is skeptical that Congress intended to remove from the Sherman Act’s reach anticompetitive conduct that has such a quantifiable effect on the U.S. economy.
Cf. Hartford Fire,
To be sure, the “direct effect” requirement places concrete limits on the ability of a plaintiff to invoke the federal antitrust laws. The Ninth Circuit has held that anticompetitive conduct has a “direct effect” on U.S. commerce only when the effect of the conduct “proceed[s] from one point to another in time or space without deviation or interruption.”
LSL Biotechnologies,
Defendants argue that plaintiffs cannot recover for what they variously refer to as “spillover effects,” “ripple effects,” or “twists and turns” in the path between their foreign anticompetitive conduct and its effect on the United States.
See, e.g., Intel Corp.,
Defendants negotiate term contracts for purchases of potash throughout the world. Agreements with buyers in Brazil, India and China typically are made first, and the prices established in those markets directly influence prices in other major markets. Once defendants establish these prices, they use them to determine potash prices in other major markets, including the United States.
Id.
The district court denied the defendants’ motion to dismiss, but certified the question for immediate interlocutory appeal. On appeal, the Seventh Circuit found that the plaintiffs had not provided adequate allegations of a “direct effect.” Finding that the “chain-of-events allegation is cryptic and relies on too many intervening variables to suffice as support for application of the FTAIA’s direct-effects exception,” the Seventh Circuit vacated the district court’s order denying the defendants’ motion to dismiss. Id. at 650 (“[T]he allegations here amount to nothing more than what courts have termed a ‘ripple effect’ on the United States domestic market, and the FTAIA prevents the Sherman Act from reaching such ‘ripple effects.’ ” (internal quotation marks omitted)).
Importantly, however, the Seventh Circuit did not reject the plaintiffs’ suit simply because the suit involved foreign conduct. Rather, the court implied that the plaintiffs could satisfy the FTAIA if their allegations better explained how the price of potash in Brazil, India, and China affected the price in the United States. Id. at 663 (“To satisfy the requirements of Twombly and the FTAIA, the plaintiffs needed to provide enough factual content — that is, they needed to provide some factual description of the way in which prices in China, Brazil, and India serve as a ‘benchmark’ for American prices ....”); see also id. (noting the “absence of specific factual content to support the asserted proposition that prices in China, India, and Brazil serve as a ‘benchmark’ for prices in the United States and that this benchmark, if it exists, has a strong enough relationship with the domestic potash market to raise a plausible infеrence that the defendants’ foreign anticompetitive conduct has a ‘direct, substantial, and reasonably foreseeable effect’ on domestic or import commerce”).
The other cases defendants rely on involved even more speculative and “cryptic” theories of causation than
Minn-Chem.
In
Intel Corp.,
for example, the court considered the plaintiffs allegations that Intel had used its influence to force its foreign customers away from buying computer chips from its rival, Advanced Micro Devices (“AMD”).
Intel Corp.,
Thus, under AMD’s logic, a deal between Intel and a German retailer to рromote Intel-based systems ... directly affects U.S. commerce because it reduces AMD’s German subsidiary’s sales of German-made microprocessors in Germany, which in turn affects the profitability of the U.S. AMD parent, which in turn affects the funds that AMD has for discounting to U.S. customers, which in turn affects the discounts that it offers in particular U.S. transactions, which in turn affects its competitiveness in the United States, and which in turn affects U.S. commerce.
Id. at 560. 4
In this case, of course, there are no similar “twists and turns” in plaintiffs theory of domestic effect. Plaintiffs argue that defendants colluded to increase the prices of LCD panels, a major component in electronic products that are imported into the United States. The increased price of the components caused the prices of the finished products in the United States to increase. If this effect is not “direct,” it is difficult tо imagine what would be.
Similarly, in
Liamuiga Tours,
the plaintiff was a tourism company located solely in St. Kitts.
Liamuiga Tours,
Finally, in
United Phosphorus, Ltd. v. Angus Chem. Co.,
In all of these cases, the plaintiffs’ injuries occurred overseas, and only through somewhat tortured theories of causation could the plaintiffs attempt to bring the anticompetitive conduct within the reach of U.S. law. In this case, of course, plaintiffs have identified domestic injury that is concrete and quantifiable. More importantly, the domestic injury is directly traceable back to the defendants’ anticompetitive conduct.
5
See Metallgesellschaft AG v. Sumitomo Corp. of America,
The only case that defendants have cited that involved a true domestic injury is
In re Static Random Access Memory (SRAM) Antitrust Litig.,
SRAM
does not help defendants’ argument. In fact,
SRAM’s
holding implicitly rejects defendants’ argument that the direct effects of anticompetitive conduct cease once the first sale of a product has occurred. To the extent defendants argue that this Court should reach the same conclusion as the court in
SRAM,
the Court declines to do so. In the Court’s view, the concern identified in
SRAM
is better addressed through the requirement that the anticompetitive effects of a defendants’ conduct on the United States be “reasonably foreseeable.”
See DRAM,
Accordingly, the Court concludes that plaintiffs have adequately established that a material question of fact exists regarding whether defendants’ alleged conduct had a direct effect on United States commerce. This is sufficient to invoke the domestic effect exception to the FTAIA. Because the Court concludes that the conduct falls under the domestic effect exception to the FTAIA’s jurisdictional bar, it need not reach defendants’ contention that
CONCLUSION
For the foregoing reasons and for good cause shown, the Court hereby DENIES defendants’ joint dispositive motion regarding indirect purchaser claims based on foreign sales. Docket Nos. 2868, 2907.
IT IS SO ORDERED.
Notes
. In DRAM, the Ninth Circuit noted the issue but did not address the question:
It is unclear, however, whether the FTAIA is more appropriately viewed as withdrawing jurisdiction from the federal courts when a plaintiff fails to establish proximate cause or as simply establishing a limited cause of action requiring plaintiffs to prove proximate cause as an element of the claim.... We decline to resolve the question. ...
DRAM,
. The parties agree that the majority of defendants’ alleged conduct "involv[ed] trade or commerce ... with foreign natiоns” and that the conduct therefore falls under the FTAIA’s general jurisdictional bar. The parties also agree that some of defendants’ products are imported directly into the United States, either by defendants themselves or their corporate affiliates, although they reserve the precise extent of defendants' imports for another day. The primary question presented by defendants' motion is whether the effect of price fixing of LCD panels that are manufactured and sold abroad before they enter the United States can be considered a direct effect on United States commerce.
. Given that their motion seeks to resolve a high-level issue in this litigation, defendants’ motion largely speaks in generalities. For example, while defendants assert that all of their LCD panels are manufactured overseas, they have not produced declarations from AUO or Hitachi to establish that fact. Similarly, defendants describe the purchasing and production chain for large OEMs such as Dell and HP, but do not provide details on the manufacturing process of every OEM they may have dealt with. Given that defendants’ motion seeks guidance on this high-level issue, and that plaintiffs do not take issue with defendants' representations about the manufacturing process, the Court accepts defendants’ representations as true for purposes of this motion.
. Defendants also rely on
In re Intel Corp. Microprocessor Antitrust Litig.,
. Indeed, defendants' actions speak to this very point. Plaintiffs have produced materials suggesting that defendants' employees monitored the prices of LCD products in the United States. Defendants apparently used this information to inform their price-fixing strategy; knowing prices of finished goods in the United States helped them understand the amount they could increase the prices of their LCD panels. Thus, defendants’ own actions confirm that an increase in the price of LCD panels has “direct,” "immediate” consequence on American prices.