Summary

In late 2022 and early 2023, Switzerland allegedly directed Credit Suisse to sell itself to another Swiss bank, UBS. Switzerland advanced the merger by, inter alia, unilaterally negotiating with UBS on Credit Suisse's behalf, extending loans and loss guarantees to the parties, and enacting laws to facilitate the transaction. Switzerland also ordered Credit Suisse to write down $17.3 billion in bond liabilities to make the transaction more palatable to UBS. Bondholders brought claims arising from the write-down order against Switzerland in U.S. district court, asserting that Switzerland lacks immunity under the Foreign Sovereign Immunities Act because the write-down order was "in connection with a commercial activity": Switzerland's "brokering" of the merger. The district court dismissed the complaint for lack of subject matter jurisdiction. We affirm.