On February 15, 2013, the Northern District of Illinois ruled against the SEC in one of the first decisions implementing the Supreme Court’s decision in Morrison v. National Australia Bank Ltd., 131 S. Ct. 2869 (2010) (No. 08-1191). SEC v. Benger, No. 90-c-676 (N.D. Ill. Feb. 15, 2013). In Morrison, the Supreme Court held that Section 10(b) of the Securities Exchange Act of 1934 does not reach extraterritorial reach, rather only applying to “transactions in securities listed on domestic exchanges, and domestic transactions in other securities.” In Benger, the SEC broughtan enforcement action against an international boiler room operation. The defendants moved for summary judgment, arguing that the transactions were extraterritorial and outside the SEC’s reach, despite the fact that much of the fraudulent activity at issue took place in the United States. The court held that, since the stocks at issue were not listed on a domestic exchange, under Morrison, the question was whether the securities transactions themselves were domestic, and that a transaction is domestic if the “purchaser incurred irrevocable liability within the United States to take and pay for a security,” “the seller incurred irrevocable liability within the United States to deliver a security,” or “if title to the shares was transferred within the United States.” In Benger, however, the court found that the evidence showed that the investors became irrevocably bound upon submission, in their foreign countries, of the offer to purchase, notwithstanding that they were submitting those offers to escrow agents in the United States. Furthermore, the issuer became irrevocably bound in Brazil, when the issuer accepted the offer to purchase. Finally, the court held that title passed either in Brazil, where the sale was consummated, or in the foreign countries where the investors received their stock certificates, notwithstanding the fact that the domestic escrow agents acted as a middlemen in mailing the certificates between issuer and investor.