Reasonable Limits For Extraterritorial Jurisdiction Of National Securities Law

Nowadays, securities markets function globally, securities transactions go trans-nationally,and securities frauds also span two or more countries. In order to guarantee the securities marketsintegration and protect the public investors, national legislatives, judiciaries and securitiescommissions seek to apply their securities laws extraterritorially. Then, does international lawrestrict the extraterritorial jurisdiction practices in securities regulation laws? The answer to thisquestion, the United States extraterritorial jurisdiction practices in securities laws being thesample, is the topic of this dissertation.Chapter 1-2 aims to explore the general rules in international law on internationaljurisdiction and extraterritorial jurisdiction. Traditionally, international jurisdiction is a confusingproblem in international law, yet international law does regulate national practices ininternational jurisdiction. Extraterritorial jurisdiction, which is defined to be non-territorialjurisdictions other than personal jurisdiction, protective jurisdiction and general jurisdiction, isalso under international law.Chapter 3 examines the presumption against extraterritoriality in the United States law andthe extraterritorial jurisdiction practices of the United States in antitrust laws. The extraterritorialapplication tests developed in antitrust cases were transplanted to securities cases.Chapter 4-7 centers on the extraterritorial jurisdiction practices of the United States insecurities laws. As to international securities offerings, the rule that markets regulate securitiesgoverns. But to transnational securities transactions and frauds, extraterritorial jurisdiction testsdiversified. The United States Courts of Appeals use Effects Test and Conduct Test to decided "tobe or not to be". These tests are full of discretion, conjecture and policy consideration. What'smore, the courts now combine these two tests to analyze a transnational securities fraud andbroaden the extraterritorial jurisdiction unduly.Chapter 8-9 maintains that the Reasonableness Test can be used to correct the practices. TheReasonableness Test includes the idea of balance of interests, and thus is more "reasonable" todecide the extraterritorial jurisdiction issues.Chapter 10 adds some reflections on the methods to resolve the extraterritorial jurisdictionconflicts and disputes. In this part, the author suggest that, firstly, personal jurisdiction based onthe principle of due process shall be applied in transnational securities cases to restrictextraterritorial jurisdiction;secondly, private international law techniques can be used todecrease the possibility of extraterritorial jurisdiction conflicts;thirdly, extraterritorialjurisdiction disputes, which are related with trade, may be submitted to WTO.Reasonableness is hold to be the general limitation of extraterritorial jurisdiction intransnational securities cases. Such reasonableness can be achieved by balance of competinginterests.