Key takeaways 

• The Second Circuit's Absolute Activist decision makes clear that transactions in securities not listed on a U.S. exchange are not subject to private section 10(b) liability, unless irrevocable liability is incurred or title passes in the U.S. 
• The Second Circuit found other U.S. connections to transnational securities transactions, such as the U.S. location of the broker or the issuer of the securities, insufficient to satisfy its test. 
• We expect further litigation in this area to continue to explore the territorial limits of section 10(b) under particular factual circumstances.