## Facts

- The SEC sued several former Siemens executives over an alleged bribery scheme involving payments to Argentine government officials to influence government contracting decisions.
- Siemens (a German issuer) allegedly paid substantial bribes between 1996 and 2007, including payments after it became subject to U.S. securities laws, and allegedly filed inaccurate public reports and certifications.
- Herbert Steffen, a German citizen residing in Germany, was a former Siemens executive (including leadership roles in Siemens’s Argentina subsidiary and later a transportation systems group).
- The SEC alleged Steffen helped initiate and sustain the bribery effort and pressured another executive to authorize payments in Argentina.
- The complaint did not allege that Steffen entered the United States in connection with the scheme, signed SEC filings, or communicated directly with U.S. investors.
- Steffen moved to dismiss under Rule 12(b)(2) for lack of personal jurisdiction and also under Rule 12(b)(6); the court resolved only personal jurisdiction.

## Issues

1. Whether a federal court in New York may exercise specific personal jurisdiction over a foreign executive whose alleged conduct occurred abroad and was not directed at the United States, even if the conduct allegedly contributed to a foreign issuer’s U.S.-facing reporting violations and investor effects.
2. Whether alleged foreseeability that misconduct abroad would have downstream consequences in U.S. securities markets is sufficient to satisfy due process minimum-contacts requirements for specific jurisdiction.

## Decision

- The court granted Steffen’s Rule 12(b)(2) motion and dismissed the claims against him for lack of personal jurisdiction.
- The court held Steffen lacked sufficient suit-related contacts with the United States because the allegations tied him to bribery activity abroad, not to U.S.-directed conduct such as filings, communications, or travel.
- The court found that downstream effects on U.S. filings or investors, without allegations that Steffen himself directed or participated in the U.S.-facing acts, were too attenuated to establish minimum contacts.
- The court further concluded that exercising jurisdiction would be unreasonable given the foreign locus of the conduct and the burden on Steffen.
- The court did not reach Steffen’s statute-of-limitations or Rule 12(b)(6) arguments.

## Legal Principles

- Specific personal jurisdiction requires suit-related contacts created by the defendant himself, establishing a substantial connection to the forum consistent with due process.
- Foreseeable effects in the forum are insufficient where the defendant did not expressly aim conduct at the forum or otherwise engage in forum-directed acts tied to the claims.
- A corporation’s forum contacts (including issuer status and U.S. reporting activity) are not automatically attributed to individual officers or employees; jurisdiction over individuals must rest on their own forum-related conduct.
- Even if minimum contacts are arguable, courts assess whether exercising jurisdiction comports with fair play and substantial justice, including the burden on the defendant and the forum’s interest.

## Conclusion

The court dismissed the SEC’s claims against a foreign Siemens executive because the complaint alleged only abroad-based involvement in a bribery scheme and did not allege U.S.-directed conduct by the individual sufficient to support specific personal jurisdiction under due process.


Sec. & Exch. Comm'n v. Sharef, 924 F. Supp. 2d 539 (S.D.N.Y. 2013)