# Transactional test

`kaal:entity:transactional-test`

**Status.** derived

This node is assembled mechanically from the 5 claims that carry the concept tag `transactional-test`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

5 claims across 1 works, 2012 to 2012.

**2012**

- [2029983-010](https://wulfkaal.github.io/claims/2029983-010) [failure/argued] *(failure mode)* -- Defined geographic borders for securities transactions, the overarching assumption behind Morrison, are an unstable basis for limiting the extraterritorial reach of either private litigation or government regulation.
  > Defined geographic borders for securities transactions—the overarching assumption behind the Morrison decision—are an unstable basis for limiting the extraterritorial reach of both private litigation and government regulation.
  Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983
- [2029983-015](https://wulfkaal.github.io/claims/2029983-015) [failure/argued] *(failure mode)* -- Geographic tests create the risk of a no man's land transaction: defendants may persuade the courts of every jurisdiction that the transaction took place outside their borders, leaving the transaction governed by no law and with no available forum.
  > Alternatively, defendants might successfully persuade courts in all jurisdictions that a transaction took place outside their borders or for some other reason outside their jurisdictions. Such a "no man's land" transaction would be governed by no law and there would be no forum.
  Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983
- [2029983-031](https://wulfkaal.github.io/claims/2029983-031) [predictive/argued] *(failure mode)* -- Morrison's transactional test could prove relatively short lived because it is rooted in geography while an increasing number of securities transactions defy geographical boundaries.
  > The transactional test in Morrison could be relatively short lived because it is rooted in geography and an increasing num- ber of securities transactions defy geographical boundaries.
  Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983
- [2029983-032](https://wulfkaal.github.io/claims/2029983-032) [failure/argued] *(failure mode)* -- The Second Circuit's Absolute Activist test, locating a transaction where title transfers or irrevocable liability is incurred, is easy to manipulate: parties can arrange for irrevocable liability to arise outside the United States, for example by conditioning liability on approval by an agent located abroad.
  > this test is easy to ma- nipulate by agreeing that one or both parties will take steps to create irrevocable liability outside the United States, for exam- ple, by making liability on the transaction contingent upon ap- proval of the transaction by an agent located outside the United States.
  Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983
- [2029983-038](https://wulfkaal.github.io/claims/2029983-038) [normative/argued] -- Choice of law should replace the geographically based transactional test in those circumstances where geography is ambiguous.
  > In sum, choice of law should replace the geographically- based transactional test in those circumstances where geogra- phy is ambiguous.
  Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/transactional-test.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.