Toshiba v. Automotive Pension Trust

So, this is interesting: Toshiba Corp. v. Automotive Industries Pension Trust (Cert. Denied today)

It's now official: Pretty much any company on the planet can be sued for securities fraud in US Courts, notwithstanding that they never raised money in the US, never issued stock on US securities markets, and never presented financial statements under SEC rules.

To amplify:

1) Toshiba shares were purchased by an unsponsored and unlisted ADR* in the U.S. (Unsponsored - meaning they had nothing to do with setting it up or operating it)

2) Automotive Industries Pension Trust bought some of those ADR shares from the ADR sponsor (Toyota received none of the proceeds - unsponsored ADR, remember)

3) Toshiba had NO US reporting obligations (unlisted ADR), and never supplied financials to either the ADR sponsor or the Pension Trust. (So much for detrimental reliance, huh?)

4) Toshiba had misstatements in their non-US financials. (Oh Boy Howdy; They overstated net income by about $1.2 billion)

Item #4 is certainly, blatantly, securities fraud. Remediable in US Courts if US-SEC has jurisdiction over a foreign company that otherwise has no connection whatsoever with US securities markets.

According to the trial court and the appeals court US-SEC HAS jurisdiction (or at least, US-SEC rules apply). The Supreme Court (by denying cert) effectively upheld that opinion.

Gee - I can't imagine why other countries think we are pompous, arrogant and presumptuous? Can You?

* A "Level 1 ADR:" The sponsor purchases Company shares on an overseas market, "deposits" those the shares in a shell (usually of their own making), sells "Depository Receipts" to its customers. The Sponsor is responsible for operating the fund - and receives ALL of the proceeds from it.


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