## Facts

- Reginald H. Howe, a U.S. citizen and shareholder, sued Goldcorp Investments, Ltd., a Canadian closed-end investment company, and related Canadian officers, advisers, and lawyers.
- Goldcorp was organized under Canadian law; its shares traded on Canadian exchanges and were not listed on U.S. exchanges.
- Goldcorp’s U.S. contacts were limited to routine shareholder mailings and dividend payments, occasional responses to U.S. broker inquiries, and sales to U.S. residents only when purchases occurred in Canada; about one-third of shares were held by U.S. investors.
- Howe challenged (1) a 1987 amendment to Goldcorp’s articles that allegedly shifted investment strategy and increased risk without adequate disclosure, and (2) alleged misstatements and nondisclosures connected to Goldcorp’s 1989 takeover bid for two Canadian companies, Dickenson Mines Ltd. and Kam-Kotia Mines Ltd.
- Howe asserted claims under U.S. federal securities antifraud provisions (including Exchange Act § 10(b) and Securities Act § 17(a)) and related common-law theories.
- The key events, entities, witnesses, and corporate records were primarily located in Canada, and most defendants were beyond U.S. compulsory process.

## Issues

1. Whether a federal court may dismiss a private action alleging violations of U.S. antifraud securities statutes on forum non conveniens grounds.
2. Whether the district court abused its discretion by dismissing this case in favor of litigation in Canada.

## Decision

- The First Circuit held that federal courts have authority to apply forum non conveniens in private antifraud securities actions.
- The court found Canada to be an adequate alternative forum because defendants were amenable to jurisdiction there and the dispute could be litigated in Canadian courts, even if remedies differed from those available in the United States.
- The court affirmed dismissal, concluding private-interest factors strongly favored Canada due to the location of evidence and witnesses and limits on U.S. subpoena power over Canadian nonparties.
- The court also found public-interest factors favored Canada because the dispute implicated Canadian corporate governance, Canadian markets, and takeover regulation, and because a U.S. trial would create avoidable administrative and choice-of-law burdens.
- The court gave reduced weight to the U.S. plaintiff’s forum choice due to the dispute’s predominantly foreign center of gravity and held the district court acted within its discretion.

## Legal Principles

- Forum non conveniens permits dismissal when an adequate alternative foreign forum exists and private and public interest factors show the foreign forum is more appropriate.
- Federal securities antifraud statutes do not categorically bar forum non conveniens dismissals in private actions absent clear congressional intent.
- An alternative forum is not inadequate merely because its procedures or remedies differ from those available in U.S. courts.
- A plaintiff’s forum choice receives deference, but that deference may be discounted when the operative facts, witnesses, and regulatory interests are centered abroad.
- Concentration of proof and witnesses in a foreign country, limited compulsory process, and substantial foreign regulatory interests can justify dismissal in transnational securities-related disputes.

## Conclusion

The First Circuit affirmed a forum non conveniens dismissal of a U.S. shareholder’s federal securities-fraud suit against Canadian defendants, holding that such claims may be sent to a foreign forum when Canada offers an adequate venue and both private and public interest factors favor litigation there.


Howe v. Goldcorp Invs., Ltd., 946 F.2d 944 (1st Cir. 1991)